**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,DC 20549**

 

**FORM 20-F**

 

**(Mark One)**

 

**o****  REGIS****TRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OFTHE SECURITIES EXCHANGE ACT OF 1934**

**OR**

**ý****  ANNUAL REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31,2005**

**OR**

**o****  TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Commissionfile number:**

 

**RINKER GROUP LIMITED**

**ABN 53 003 433 118**

(Exact name of Registrant as specified in its charter)

 

**New SouthWales, Australia**

(Jurisdiction of incorporation or organization)

 

**Level 8,Tower B, 799 Pacific Highway, Chatswood, NSW 2067, Australia**

(Address of principal executive offices)

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act:

| **Ordinary  Shares(1)**            | **New York  Stock Exchange** |
|------------------------------------|------------------------------|
| **American  Depositary Shares(2)** | **New York  Stock Exchange** |

 

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

**None**

 

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Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act:

**None**

 

----

 

Indicate the number of outstanding shares of each of the issuer’sclasses of capital or common stock as of the date of the Annual report:

 

**Ordinaryshares, fully paid   941,232,368**

 

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Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

 

Yes  ý    No  o

 

Indicate by check mark which financial statement item the registranthas elected to follow

 

Item 17  o    Item 18  ý

 

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(1)  Not for trading but only inconnection with the listing of the American Depositary Shares.

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

 

 

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Intentionally left Blank

 

2

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**TABLEOF CONTENTS**

 
| **Rinker Group Limited demerger from CSR  Limited**                 | **5**                                                      |
|---------------------------------------------------------------------|------------------------------------------------------------|
| ** **                                                          | ** **                                                 |
| **Certain definitions**                                             | **5**                                                      |
| ** **                                                          | ** **                                                 |
| **Where you can find more information about  Rinker Group Limited** | **7**                                                      |
| ** **                                                          | ** **                                                 |
| **Forward-Looking Statements**                                      | **8**                                                      |
| ** **                                                          | ** **                                                 | ** ** |
| **Item  1**                                                         | **Identity  of Directors, Senior Management and Advisors** | **9** |
| ** **                                                          | ** **                                                 | ** ** |
| **Item 2**                                                          | **Offer  Statistics and Expected Timetable**               | **9** |
| ** **                                                          | ** **                                                 | ** ** |
| **Item 3**                                                          | **Key Information**                                        | **9** |
|                                                                | Currency of  Presentation and Exchange Rates               | 9 |
|                                                                | A.                                                         | Selected Financial Data - US Dollars | 10 |
|                                                                | B.                                                         | Capitalization and Indebtedness | 12 |
|                                                                | C.                                                         | Reasons for the Offer and Use of Proceeds | 12 |
|                                                                | D.                                                         | Risk  Factors | 12 |
|                                                                | E.                                                         | Supplementary Key Information - Australian  Dollars | 17 |
|                                                                | F.                                                         | Supplementary Selected Financial Data -  Australian Dollars | 18 |
|                                                                |                                                       |   |   |
| **Item 4**                                                          | **Information on  the Rinker group**                       | **21** |
|                                                                | A.                                                         | History and Development of the Rinker group | 21 |
|                                                                | B.                                                         | Business  Overview | 24 |
|                                                                | C.                                                         | Organizational Structure | 40 |
|                                                                | D.                                                         | Description of Property, Plant And  Equipment | 41 |
|                                                                |                                                       |   |   |
| **Item 5**                                                          | **Operating and Financial Review and  Prospects**          | **44** |
|                                                                | Significant Events in fiscal year 2005                     | 44 |
|                                                                | Events subsequent to March 31, 2005                   | 44 |
|                                                                | Basis of preparation and presentation                      | 45 |
|                                                                | Critical accounting policies                               | 46 |
|                                                                | A.                                                         | Management discussion and analysis of the financial  results | 50 |
|                                                                | B.                                                         | Liquidity and Capital Resources | 70 |
|                                                                | C.                                                         | Research and Development, Patents and  Licenses | 75 |
|                                                                | D.                                                         | Trend Information | 75 |
|                                                                | E.                                                         | Off-balance sheet financial arrangements | 75 |
|                                                                | F.                                                         | Contractual obligations and commercial  commitments | 75 |
|                                                                | G.                                                         | Major restructuring and rationalization  charges | 76 |
|                                                                | H.                                                         | Details of defined benefit pension plans | 76 |
|                                                                | I.                                                         | Supplementary Operating and Financial  Review and Prospects - Australian Dollars | 79 |
|                                                                |                                                       |   |   |
| **Item 6**                                                          | **Directors, Senior Management, and Employees**            | **86** |
|                                                                | A.                                                         | Details of directors and senior management | 86 |
|                                                                | B.                                                         | Remuneration Details of Executive Directors  and Senior Management | 90 |
|                                                                | C.                                                         | Board Practices and Corporate Governance | 112 |
|                                                                | D.                                                         | Employees | 130 |
|                                                                | E.                                                         | Share Ownership | 131 |
|                                                                |                                                       |   |   |
| **Item 7**                                                          | **Major Shareholders and Related Party  Transactions**     | **132** |
|                                                                | A.                                                         | Major Shareholders | 132 |
|                                                                | B.                                                         | Related Party Transactions | 132 |
|                                                                | C.                                                         | Interests of Experts and Counsel | 136 |

 

3

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| **Item 8**   | **Financial Information**                                                         | **136**                                                                |
|--------------|-----------------------------------------------------------------------------------|------------------------------------------------------------------------|
|         | A.                                                                                | Consolidated  Statements and Other Financial Information               | 136 |
|         | B.                                                                                | Significant Changes                                                    | 138 |
|         |                                                                              |                                                                   |   |
| **Item 9**   | **The Offer and Listing**                                                         | **139**                                                                |
|         | A.                                                                                | Listing Details                                                        | 139 |
|         | B.                                                                                | Plan of Distribution                                                   | 140 |
|         | C.                                                                                | Markets                                                                | 140 |
|         | D.                                                                                | Selling Shareholders                                                   | 140 |
|         | E.                                                                                | Dilution                                                               | 140 |
|         | F.                                                                                | Expenses of the Issue                                                  | 140 |
|         |                                                                              |                                                                   |   |
| **Item 10**  | **Additional Information**                                                        | **140**                                                                |
|         | A.                                                                                | Share Capital                                                          | 140 |
|         | B.                                                                                | Overview of the  Rinker constitution                                   | 140 |
|         | C.                                                                                | Material Contracts                                                     | 143 |
|         | D.                                                                                | Exchange Controls                                                      | 145 |
|         | E.                                                                                | Taxation                                                               | 146 |
|         | F.                                                                                | Dividends and Paying  Agents                                           | 150 |
|         | G.                                                                                | Statement by Experts                                                   | 150 |
|         | H.                                                                                | Documents on Display                                                   | 150 |
|         | I.                                                                                | Subsidiary Information                                                 | 150 |
|         | J.                                                                                | Enforcement of  Civil Liabilities                                      | 151 |
|         |                                                                              |                                                                   |   |
| **Item  11** | **Quantitative  and Qualitative Disclosures about Market Risks**                  | **151**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **Item  12** | **Description  of Securities Other Than Equity Securities**                       | **152**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **Item  13** | **Defaults,  Dividend Arrearages and Delinquencies**                              | **152**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **Item  14** | **Material  Modifications to the Rights of Security Holders and Use of Proceeds** | **152**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **Item 15**  | **Controls and Procedures**                                                       | **152**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **Item 16**  | **Other matters**                                                                 | **153**                                                                |
|         | A.                                                                                | Audit Committee  Financial Expert                                      | 153 |
|         | B.                                                                                | Code of Ethics                                                         | 154 |
|         | C.                                                                                | Principal  Accountant Fees and Services                                | 154 |
|         | D.                                                                                | Exemptions  from the Listing Standards for Audit Committee             | 155 |
|         | E.                                                                                | Purchase  of Equity Securities by the Issuer and Affiliated Purchasers | 156 |
|         |                                                                              |                                                                   |   |
| **Item 17**  | **Financial Statements**                                                          | **157**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **Item 18**  | **Financial Statements**                                                          | **157**                                                                |
| ** **   | ** **                                                                        | ** **                                                             |   |
| **EXHIBITS** | **158**                                                                           |

 

4

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# **Rinker Group Limited demergerfrom CSR Limited**

# ** **

On March 28, 2003, the Federal Court of Australia approved thedemerger of Rinker Group Limited (“Rinker”) from CSR Limited (“CSR”), aftershareholders voted in favor of the demerger on March 25, 2003. Rinker wasadmitted to the official list of the Australian Stock Exchange (“ASX”) and itsshares were quoted on the stock market conducted by the ASX effective March 31,2003 (on a deferred settlement basis). In accordance with the terms of thedemerger, Rinker issued 944.7 million shares on April 11, 2003.

 

*Thedemerger process*

* *

On November 19, 2002, CSR announced a proposal to demerge Rinkerfrom its building products, sugar and aluminium businesses. As a result of thedemerger, CSR continues to hold its interest in its building products, sugarand aluminium businesses and Rinker holds Rinker Materials Corporation (“RinkerMaterials”) and Readymix Holdings Pty Limited (“Readymix”), both of which werepreviously held within the CSR group.

 

The effect of the demerger was to split shares in CSR into separateinvestments in two Australian companies, both listed on the ASX:

 

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

 

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

 

The demerger was effected through an Australian court-approved schemeof arrangement and associated capital reduction and dividend distribution.

 

The demerger was effected in two simultaneous stages.  First, CSR reduced its share capital byA$0.84 per share and declared a notional cash dividend of A$0.69 per share.Second, under a scheme of arrangement effected by an order of the Federal Courtof Australia and binding on all CSR shareholders and CSR, CSR shareholdersagreed to purchase all the shares in Rinker utilizing as consideration theircapital reduction and dividend entitlement from CSR. CSR shareholders receivedone Rinker ordinary share for each CSR share they held on the record date of April 4,2003 (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 innumber of CSR shareholders present and voting, and holding at least 75% of thetotal number of CSR shares voted, at the shareholder’s meeting held to considerthe demerger.  The shareholders’ meetingwas held on March 25, 2003 and 95.3% of shareholders who voted,representing 99.5% of shares voted, voted in favor of the demerger.  The implementation of the demerger was alsosubject to the approval of the Federal Court of Australia considering thescheme of arrangement, which was approved on March 28, 2003.  Rinker shares commenced trading on theofficial list of the ASX on March 31, 2003 (on a deferred settlementbasis).

 

# **Certain definitions**

# ** **

The fiscal year for Rinker ends on March 31.  As used throughout this annual report, unlessotherwise stated or the context otherwise requires, the fiscal year ended March 31,2005 is referred to

 

5

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as fiscal year2005 and other fiscal years are referred to in a corresponding manner.  All other references to years are specifiedand relate to calendar years.

 

References to tonnes herein are to metric tonnes, each of which equalsapproximately 2,205 pounds or 1.102 short tons. Certain measures of distance referred to herein are stated inkilometres, each of which equals approximately 0.62 miles.  Certain measures of area referred to hereinare stated in square kilometres or hectares; one square kilometre equals 0.3861square miles and one hectare equals 2.47 acres. Certain measures of volume referred to herein are stated in cubicmetres, each of which equals approximately 1.31 cubic yard.

 

Estimates with respect to market size information represent thejudgment of the management of Rinker, based on records and experience of Rinkerand its subsidiaries as well as information available from industry andgovernment publications and other sources.

 

Any discrepancies between totals and sums of components in tablescontained in this annual report are due to rounding.

 

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

 

“A-IFRS” means Australian equivalents to International FinancialReporting Standards.

 

“ADR” means American Depositary Receipt, evidencing American DepositaryShares.

 

“American Depositary Shares” or “ADSs” each represent five ordinaryshares.

 

“associate or associated company” means in relation to Rinker, anentity other than a consolidated entity, where Rinker has the capacity toinfluence significantly the financial and operating policies of the entity.

 

“ASX” means the Australian Stock Exchange.

 

“Australian GAAP” means accounting principles generally accepted inAustralia.

 

“consolidated entity,” means an entity that Rinker is required toconsolidate within the financial statements.

 

“Consolidated” means, in relation to the financial statements for theyear ended March 31, 2005 and 2004, the consolidated financial statementsfor Rinker Group Limited and controlled entities.  In relation to the financial statements forthe years ended March 31, 2003, 2002 and 2001, “Consolidated” means thecombined financial statements prepared on a carve-out basis consistent with thesignificant accounting policies set out in the financial statements includedelsewhere in this report.

 

“CSR” means CSR Limited, ABN 90 000 001 276, an Australian company.

 

“CSR group” means CSR and the entities that CSR must consolidate underAustralian GAAP.

 

“EBIT” means profit from ordinary activities before finance and incometax in accordance with Australian GAAP.

 

“finance” means borrowing costs net of interest income.

 

6

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“financial statements” means: (i) the audited consolidatedstatement of financial position of the Rinker group as at March 31, 2005,and 2004;  and (ii) the auditedconsolidated statements of financial performance, changes in shareholders’equity and cash flows of the Rinker group for each of the one-year periodsended March 31 for the years 2005, 2004, and 2003, together withaccompanying notes included herein at pages F-1 to F-91.  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 a separateeconomic entity, and that the Rinker group comprised the businesses of RinkerMaterials and Readymix and their respective subsidiaries, during all of theperiods presented.

 

“fiscal year” means financial year ended March 31.

 

“GST” means Australian goods and services tax.

 

“hedge settlement rate” means the 9:55 a.m. hedge settlement ratecompiled by the Australian Financial Markets Association at the end of eachmonth in the period, as displayed on the Reuters financial news service.

 

“heritage business” means the business excluding all acquisitions thathave not been included in Rinker group companies’ prior year operations for thefull prior fiscal year.

 

“Kiewit” means Rinker Materials Western, Inc. (formerly known asKiewit Materials Company), a company incorporated in Delaware, and itssubsidiaries, which was acquired by Rinker Materials in September 2002.

 

“NYSE” means the New York Stock Exchange.

 

“ordinary shares” means fully paid ordinary shares in the issuedcapital of Rinker.

 

“Readymix” means Readymix Holdings Pty Limited, ABN 87 099 732 297, anAustralian corporation, and its subsidiaries.

 

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

 

“Rinker Materials” means Rinker Materials Corporation, a companyincorporated in Georgia, and its subsidiaries.

 

“Rinker group” means Rinker and its consolidated entities.

 

“SEC” means the Securities and Exchange Commission.

 

 “trading revenue” means revenuereceived from customers (net of discounts, returns and allowances), includingfees for services as agent, rents and royalties.

 

“US GAAP” means accounting principles generally accepted in the UnitedStates of America.

 

# **Where you can find moreinformation about Rinker Group Limited**

# ** **

Rinker is subject to the reporting obligations contained in theSecurities Exchange Act of 1934.  You mayread and copy any document that Rinker files at the SEC’s public reference roomlocated at 450 Fifth Street, N.W., Washington, D.C. 20549.  Rinker’s filings with the SEC are availableover the Internet at the SEC’s website at www.sec.gov.  Copies of these filings can also be obtainedfrom

 

7

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Rinker upon request.  Requests should be directed to Rinker GroupLimited, Level 8, Tower B, 799 Pacific Highway, Chatswood, New South Wales2067, Australia; Attention: Investor Relations. Telephone requests may be directed to the attention of InvestorRelations at +61 2 9412 6608.

 

# **Forward-Looking Statements**

# ** **

This annual report contains a number of forward-lookingstatements.  Such statements can beidentified by the use of forward-looking words such as “may,” “should,” “expect,”“anticipate,” “estimate,” “scheduled” or “continue” or the negative thereof orcomparable terminology.  Rinker can giveno assurances that the expected impact on financial condition, anticipatedtrading results or returns of entities in the Rinker group would not differmaterially from the statements contained in this annual report.

 

Such forward-looking statements are not guarantees of future results orperformance and involve known and unknown risks, uncertainties and otherfactors, many of which are beyond the control of Rinker, which may cause actualresults of the Rinker group or industry results to differ materially from thoseexpressed or implied in the statements contained in this annual report.  Such factors include, among other things, thefollowing:

 

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

 

•                  trends andbusiness conditions in the United States and Australian building andconstruction industries;

 

•                  changes ininterest rates;

 

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

 

•                  changes inthe Rinker group’s strategies and plans regarding acquisitions, dispositionsand business development;

 

•                  the Rinkergroup’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

 

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

 

The foregoing list of factors is not exhaustive.  When relying on forward-looking statements tomake decisions with respect to investing in Rinker shares, a potential investorshould carefully consider the foregoing factors and other uncertainties andpotential events. Rinker does not undertake to update any forward-looking statement,whether written or oral, that may be made from time to time by Rinker or onRinker’s behalf.  For a discussion ofcertain of these factors, see “Item 3.D. - Risk Factors,” and see also “Item 3. -Key Information,” “Item 4. - Information on the Rinker group,” “Item 5. -Operating and Financial Review and Prospects,” “Item 8. - Financial Information”and “Item 11. - Quantitative and Qualitative Disclosures about Market Risks.”

 

8

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**PART I**

** **

## **Item 1**                                      Identity of Directors, Senior Management andAdvisors

## ** **

Not applicable.

 

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

## ** **

Not applicable.

 

## **Item 3**                                      Key Information

## ** **

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

### ** **

The Rinker group publishes its financial statements in both US dollarsand Australian dollars.  In this annualreport, unless otherwise specified herein or the context requires, referencesto “US$” or “US dollars” are to United States dollars and references to “A$” or“Australian dollars” are to Australian dollars. Rinker Materials maintains itsfinancial records in US dollars and Readymix maintains its financial records inAustralian dollars.

 

For the year ended March 31, 2005, around 80% of the Rinker group’strading revenue was generated by Rinker Materials in the United States.  For the years ended March 31, 2005, 2004and 2003, there were virtually no movements of currency between US dollars andAustralian dollars that resulted in a material amount of realized exchangegains or losses. The business activity in Australia is generating cash flowthat is generally adequate to service the current level of Australian dollardividends.  As a result, the onlysignificant impact of changes in the US dollar/Australian dollar exchange rateis one of accounting translation for financial reporting purposes.  An appreciation of the A$ relative to the US$would be expected to have a favorable impact on the Rinker group’s reported US$results.

 

The directors believe that the best measure of performance for RinkerMaterials in the United States and Readymix in Australia is their respectivelocal currencies in as much as each generates all revenue and incurs all costsin that local currency.  Set out below isselected financial data for the Rinker group in US dollars.  Supplementary selected financial data for theRinker group in Australian dollars is set out starting at page 18.

 

For the purposes of this annual report, A$ transactions are translatedinto US$ at the average of the hedge settlement rate at the end of each monthin the period presented and A$ balances are translated into US$ at the hedgesettlement rate at fiscal year end, consistent with the requirements ofAustralian GAAP and US GAAP.

 

The following are the average of the monthly rates expressed in USdollars per A$1.00 that have been used to translate Readymix A$ transactionamounts in this annual report:

 
| Year ended March 31,  2005 |   | 0.7397 |   |
|---------------------------------|--------|--------|--------|
| Year ended March 31,  2004 |   | 0.6977 |   |
| Year ended March 31,  2003 |   | 0.5654 |   |

 

Unless otherwise stated the following year-end rates, expressed in USdollars per A$1.00 have been used to translate Readymix A$ balances at March 31into US dollars in this annual report:

 

9

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| March 31,  2005 |   | 0.7713 |   |
|----------------------|--------|--------|--------|
| March 31,  2004 |   | 0.7552 |   |
| March 31,  2003 |   | 0.6006 |   |

 

The Australian dollar is convertible into United States dollars atfreely floating rates and there are currently no restrictions on the flow ofAustralian currency between Australia and the United States.

 

#### **A.**            SelectedFinancial Data - US Dollars

#### ** **

The following table presents selected financial data of the Rinkergroup in United States dollars.  Thistable should be read in conjunction with “Item 5. - Operating and FinancialReview and Prospects,” and the audited financial statements that are includedelsewhere in this annual report.

 

As discussed in “Significant accounting policies” in the financialstatements included elsewhere in this annual report, the financial statementsand other information for the fiscal years ended March 31, 2003, 2002, and2001 have been prepared on a carve-out basis and include the financialposition, financial performance and cash flows of Rinker Materials USbusinesses and the Readymix businesses that were transferred to the Rinkergroup from CSR prior to the demerger. These financial statements have been prepared from historical accountingrecords of the CSR group and present all of the operations of the business asif the Rinker group had been a separate economic entity inclusive of all ofthese businesses for all periods presented. The historical financial information presented for fiscal years prior to2004 is not indicative of the Rinker group’s future financial performance.

 

The statement of financial position data as of March 31, 2005 and2004 and statement of financial performance data for the years ended March 31,2005, 2004 and 2003, set forth below are derived from, and are qualified intheir entirety by reference to, the Rinker group’s audited financial statementsthat are included elsewhere in this annual report.  The statement of financial position data asof March 31, 2003 and statement of financial performance data for the yearended March 31, 2002  set forthbelow are derived from the Rinker group’s audited financial statements that arenot included elsewhere in this annual report. The statement of financial position data as of March 31, 2002 and2001 and statement of financial performance data for the year ended March 31,2001 set forth 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 2005, 2004, 2003 and 2002.

 

The Rinker group’s financial statements are prepared in accordance withAustralian GAAP, which differs in certain material respects from US GAAP.  See Note 40 to the financial statements thatare included elsewhere in this annual report for a description of the principaldifferences between Australian GAAP and US GAAP as they relate to the Rinkergroup and a reconciliation of net profit and shareholders’ equity for the yearsand as at the dates therein indicated.

 

The principal difference between Australian GAAP and US GAAP for fiscalyear 2005 relates to the amortization of goodwill (US$56.3 million).

 

10

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| ** **                                                                        | ** ** | ** ** | ** ** | **As of and for the year  ended March 31**              | ** ** |
|-----------------------------------------------------------------------------------|------------|------------|------------|--------------------------------------------------------------|------------|
| ** **                                                                        | ** ** | ** ** | ** ** | **US$ in million  except per share data and employees** | ** ** |
| ** **                                                                        | ** ** | **Note**   | ** ** | **2005**                                                     | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** |
| ** **                                                                        | ** ** | ** ** | ** ** | **US$**                                                      | ** ** | **US$** | ** ** | **US$** | ** ** | **US$** | ** ** | **US$** | ** ** |
| **Amounts  in accordance with Australian GAAP**                                   |       |       |       |                                                         |       |   |   |   |   |   |   |   |   |
| **Statement  of Financial Position Data**                                         |       |       | ** ** | ** **                                                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Total assets                                                                      |       |       |       | 4,460                                                        |       | 4,130 |   | 3,841 |   | 2,886 |   | 2,850 |   |
| Total  liabilities                                                                |       |       |       | 1,841                                                        |       | 1,849 |   | 1,957 |   | 1,536 |   | 1,502 |   |
| Contributed  equity                                                               |       |       |       | 1,476                                                        |       | 1,497 |   | 1,497 |   | 1,216 |   | 1,235 |   |
| Net assets                                                                        |       |       |       | 2,620                                                        |       | 2,281 |   | 1,884 |   | 1,350 |   | 1,348 |   |
| **Statement  of Financial Performance Data**                                      |       |       | ** ** | ** **                                                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Trading  revenue                                                                  |       |       |       | 4,312                                                        |       | 3,706 |   | 2,956 |   | 2,577 |   | 2,495 |   |
| Operating  profit                                                                 |       |       |       | 707                                                          |       | 504 |   | 373 |   | 322 |   | 279 |   |
| Profit from  ordinary activities before finance and income tax (“EBIT”) |       | (5)        |       | 707                                                          |       | 493 |   | 394 |   | 330 |   | 306 |   |
| Borrowing  costs net of interest income (“finance”)                     |       |       |       | (32                                                          | )          | (47 | ) | (59 | ) | (63 | ) | (72 | ) |
| Income tax  expense                                                               |       |       |       | (237                                                         | )          | (149 | ) | (117 | ) | (98 | ) | (83 | ) |
| Net profit  attributable to outside equity interests                              |       |       |       | (5                                                           | )          | (1 | ) | (2 | ) | (1 | ) | — |   |
| Net profit  attributable to members of Rinker                                     |       | (4)        |       | 433                                                          |       | 296 |   | 216 |   | 169 |   | 151 |   |
| **Per  Share Information**                                                        | ** ** | ** ** | ** ** | ** **                                                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Weighted  average number of ordinary shares                                       |       | (1)        |       | 942.1                                                        |       | 944.9 |   | 944.7 |   | 944.7 |   | 944.7 |   |
| Basic and  diluted earnings per share                                             |       | (2)        |       | 0.46                                                         |       | 0.31 |   | 0.23 |   | 0.18 |   | 0.16 |   |
| Dividends  provided for or paid per share                                         |       | (3)        |       | 0.11                                                         |       | 0.09 |   | 0.01 |   | — |   | 0.11 |   |
| **Other**                                                                         | ** ** | ** ** | ** ** | ** **                                                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Capital  Expenditure – Operating                                             |       | (6)        |       | 193                                                          |       | 166 |   | 79 |   | 96 |   | 91 |   |
| Capital  Expenditure – Development                                           |       | (7)        |       | 121                                                          |       | 94 |   | 582 |   | 149 |   | 824 |   |
| Depreciation,  depletion and amortization                                         |       |       |       | 251                                                          |       | 234 |   | 211 |   | 181 |   | 166 |   |
| Employees at  fiscal year end                                                     |       |       |       | 13,279                                                       |       | 13,772 |   | 13,030 |   | 11,354 |   | 11,417 |   |
| **Amounts  in accordance with US GAAP**                                           |       |       |       |                                                         |       |   |   |   |   |   |   |   |   |
| Total assets                                                                      |       |       |       | 4,581                                                        |       | 4,206 |   | 3,815 |   | 2,845 |   |   |   |
| Net assets                                                                        |       |       |       | 2,617                                                        |       | 2,235 |   | 1,785 |   | 1,272 |   |   |   |
| Trading  revenue                                                                  |       |       |       | 4,312                                                        |       | 3,706 |   | 2,956 |   | 2,577 |   |   |   |
| Operating  profit                                                                 |       |       |       | 789                                                          |       | 564 |   | 421 |   | 322 |   |   |   |
| Net profit  attributable to members of Rinker                                     |       | (4)        |       | 490                                                          |       | 346 |   | 259 |   | 168 |   |   |   |
| Basic and  diluted earnings per share                                             |       | (2)        |       | 0.52                                                         |       | 0.37 |   | 0.27 |   | 0.18 |   |   |   |

 

----

(1)          As a result of the demerger from CSR,944.7 million Rinker ordinary shares were listed on the ASX on March 31,2003 (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,and 2001.  During the years ended March 31,2005 and 2004 Rinker issued 237,900 and 324,700 shares respectively, as part ofthe Employee Universal Share Plan “USP”. During the year ended March 31, 2005,

 

11

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Rinker purchased 4,000,028 shares as part of anon-market buy-back.  See “Item 16E –Purchase of Equity Securities by the Issuer and Affiliated Purchasers” forfurther details.

 

(2)          For fiscal years 2003, 2002, and 2001,based on the 944.7 million Rinker ordinary shares issued and outstandingsubsequent to the demerger.  Dilutedearnings per share are equivalent to basic earnings per share.

 

(3)          Dividends shown for 2005 and 2004represent the amounts provided for.  Thedividends in 2003 and 2001 represent amounts paid to CSR when Rinker was awholly owned subsidiary.  Dividend pershare information for fiscal years 2003, 2002, and 2001 has therefore beenbased on the 944.7 million shares issued and outstanding subsequent to thedemerger.  These amounts are notnecessarily representative of the amount that would have been paid if Rinkerhad been a separate publicly listed company.

 

(4)          Income from continuing operations is thesame as net profit attributable to members of Rinker, and income fromcontinuing operations per share is the same as basic earnings per share.

 

(5)          Throughout this annual report “EBIT” meansprofit from ordinary activities before finance and income tax in accordancewith Australian GAAP.

 

(6)          Operating capital expenditure representscapital expenditure required to maintain existing operating capabilities.

 

(7)          Development capital expenditure representscapital expenditure to acquire businesses, expand operating capabilities andextend market coverage.

 

#### **B.**            Capitalizationand Indebtedness

#### ** **

Not applicable.

 

#### **C.**            Reasons forthe Offer and Use of Proceeds

#### ** **

Not applicable.

 

#### **D.**            Risk Factors

#### ** **

Rinker group entities are subject to various risks resulting fromchanging economic, political, social, industry, business and financialconditions, particularly in the United States and Australia.  Certain of these risks are described below.Rinker group entities could also be subject to other risks that management hasnot anticipated.

 

**Rinker group’s operations are dependent to asignificant extent on demand across the construction industry economic cycle****and the Rinker group’s revenues and profitsin future periods may fluctuate with that cycle.**

 

The activity of businesses inthe Rinker group is dependent on the level of activity in the constructionindustry in the various regional markets in the United States and in Australiawhere Rinker group companies operate. The construction industry in a given geographic market has historicallytended to be cyclical.  Within eachgeographic region construction industry spending can vary significantly frompeak to trough through the business cycle. The construction industry is also very sensitive to fluctuations ingeneral economic activity in the particular economy.  Rinker estimates that a 1% revenue changerelated to volumes across the Rinker group as a whole, without regard to thedifferent cycles within each industry, region, or market, would have an annualimpact on revenue of approximately US$43 million and on EBIT of approximatelyUS$6 million. Rinker is not able to predict the timing, extent or duration ofthe business cycles or economic downturns in the construction industry in the geographicregions in which Rinker group companies operate.  Because many of the Rinker group’s costs arefixed, if an extended downturn in one or more segments of the constructionindustry occurs, particularly in Florida or Arizona in the US and Australia, companiesin the Rinker group may not readily be able to reduce their costs in proportionto the extent of the downturn.  Anysignificant or extended downturn in the construction industry in thosegeographic regions will negatively affect the Rinker group’s financialperformance and condition where revenues

 

12

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fail to grow or fall and costs do not move tocompensate.  An overview of the UnitedStates and Australian markets is included in “Item 4 – Information on theRinker group”.

 

**The Rinker group’s operations are dependentto a significant extent on demand in selected key US states and the Rinkergroup’s revenues and hence profits in future periods may fluctuate with theunderlying industry economic cycle of those states.**

 

A significant proportion of theRinker group’s revenue was generated from Florida (40%) and Arizona (12%) inthe year ended March 31, 2005. As a result, fluctuations in the underlyingeconomic cycle may result in variations in EBIT in similar proportion to theoverall margin impact on Rinker as previously described for the constructionindustry cycle.  The Rinker group isespecially dependent on market demand for its heavy building materials productsin those markets.  A downturn in demand inthe residential or other heavy building materials markets in these states couldhave a significant adverse impact on the Rinker group’s financial performanceand condition where revenues fail to grow or fall and costs do not move tocompensate.

 

**Government funded construction activity inthe US may be lower in future periods and the Rinker group’s revenues andprofits in future periods may fluctuate depending on the level of Governmentfunding of civil construction.**

 

The Rinker group’s largest exposure to the UScivil construction sector is in roads, highways and bridges.  Approximately 20% of the Rinker group’srevenue for the year ended March 31, 2005 was estimated to be related tothe US civil construction sector. Funding for these infrastructure projects in the US has largely arisenfrom the Federal Highway Program, Transport Equity Act for the 21st Century (“TEA-21”),covering the period from September 1997 to September 2003 andextended into 2005.  The Rinker group hasits operations in a number of states in which funding has historically exceededthe US national average.  The US FederalGovernment has not yet approved SAFETEA, the successor to TEA-21, which is theprincipal source of federal funds in the United States to improve the highwaynetwork.  Until SAFETEA is approved, thelevel of future US federal or state infrastructure funding levels is notknown.  Any significant decrease in suchfunding levels may negatively affect the Rinker group’s financial performanceand condition where revenues fall and costs do not move to compensate.

 

**The Rinker group has grown significantlythrough acquisitions and may be unable to continue its growth by this means ifsuitable opportunities cannot be identified. The Rinker group’s performance isalso affected by its ability to integrate any acquisitions into its existingoperations.**

 

The Rinker group has grownsignificantly in recent years through a series of bolt-on acquisitions, themost recent major acquisition being Kiewit in September 2002.  A key element of the Rinker group’s growthstrategy 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.  The Rinker group’sefforts to integrate any future acquisitions may not be successful.  The Rinker group’s acquisition strategy alsodepends on its ability to identify and acquire suitable assets at desirableprices.  The Rinker group may not besuccessful in identifying or acquiring suitable assets at acceptable prices inthe future.  To the extent the Rinkergroup fails to be successful in acquiring suitable assets at acceptable pricesin the future, it is unlikely to be able to continue to grow its earnings atthe same rate as it has 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

 

13

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effect forRinker’s shareholders and, whether they are paid for in cash or Rinker sharesmay cause Rinker’s share price to decrease.

 

**The Rinkergroup may be affected by problems in recently acquired businesses. Unforeseenproblems may impact future profits.**

 

The Rinker group has completeda number of significant acquisitions during recent years as detailed in “Item 4– Information on the Rinker group.”  TheRinker group may not have anticipated all problems of acquired businesses, andlosses associated with these recently acquired businesses may come to lightprior to the expiration of any warranty and indemnity protections, or theRinker group may be unable to enforce such provisions against the partiesmaking the indemnities.  If problemsarise they may impact the Rinker group’s future profit if the Rinker group isrequired to extinguish unforeseen liabilities or there is significantimpairment of assets requiring write down at some future date.

 

**TheRinker group may be subject to competition from existing and new marketentrants and products, which could impact future revenues and profits.**

 

Each market in which Rinkergroup 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 pricingpolicies of competitors and the entry of new competitors into the regionalmarkets in which Rinker group companies operate can have an adverse effect ondemand for their products and on their financial performance or condition whererevenues fail to grow or fall and profit margins are reduced.

 

Rinker group companies facecompetition from alternative products.  Forexample, the concrete pipe products operations of Rinker Materials and Readymixface competition from plastic, metal and fiber reinforced cement pipe productsin the smaller diameter size segment of the market.  Product substitution of alternative materialsfor Rinker group products may have an adverse effect on the Rinker group’sfinancial performance or condition where revenues fail to grow or fall andprofit margins are reduced.  In manymarkets in which the Rinker group operates there are no significant entrybarriers that would prevent new competitors from entering the market orexisting competitors from expanding in the market.

 

**Rinkergroup entities are subject to extensive health, environmental, land use, andother governmental laws and regulations, which could have an impact on theRinker group’s future financial performance.**

 

Rinker group entities aresubject to extensive health, environmental, land use, and other governmentallaws and regulations and increasing regulatory compliance requirements.  Depending on the extent of future regulationsthat may be enacted, Rinker may be required to invest in preventive or remedialaction, which could be significant, in which case it could have an adverseimpact on the Rinker group’s financial performance and condition.

 

Tighter land use or zoningrestrictions making new quarry permits more difficult to obtain could alsorestrict the ability of companies in the Rinker group to conduct theirbusinesses economically or restrict some activities altogether.

 

Environmental liabilities, ifincurred, could have an adverse impact on the Rinker group’s financialperformance and condition.  Stricterenvironmental laws and regulations, or stricter interpretation and enforcementof existing laws or regulations, may impose new liabilities on Rinker

 

14

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groupcompanies or result in the need for additional investments in pollution controlequipment, either of which could result in a decline in the Rinker group’sprofitability.  Further details regardingenvironmental regulation and certain liability issues affecting companieswithin the Rinker group are contained in section ”Item 4 – Information onthe Rinker group.”

 

**Occupationalhealth and safety risks and regulations may have an impact on futureproductivity and financial performance.**

 

Rinker group entities aresubject to the operating risks associated with construction materials and othermanufacturing and handling risks, including the related storage andtransportation 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 operating risks can causepersonal injury and property damage, and may result in the imposition of civilor criminal penalties.  The occurrence ofany of these events may have an adverse effect on the productivity andprofitability of a particular manufacturing facility and the operating resultsof Rinker group entities through increased costs or reduced operatingflexibility and productivity.

 

Crystalline silica dust and itscontrol have been identified as an occupational health issue in Rinker groupentities’ operations in Australia and in the US.  Rinker group entities use raw materialscontaining silica in cement manufacturing, concrete plants, concrete productsplants and asphalt plants.  Many quarryproducts also contain silica.  Rinkergroup entities may face future costs of engineering and compliance to meet newstandards relating to crystalline silica since regulatory agencies in Australiaand the US are re-examining existing standards and considering stricterexposure limits.  Rinker group entitiescannot reliably quantify future claims related to crystalline silica.  Any future claims could have an impact on theRinker group’s profitability.

 

**Labordisputes between Rinker group companies and unions could disrupt operationsthat could have an impact on the Rinker group’s future financial performance.**

 

Approximately one-third ofRinker Materials’ employees and half of Readymix employees are members of tradeunions. These employees are generally covered by collective bargainingagreements, which periodically come up for renegotiation and renewal. In thenext twelve months, 12 contracts, covering approximately 1,250 employees, arescheduled to expire in the United States. In Readymix, Australia, 28 contracts******are due to be renegotiated in the nexttwelve months covering approximately 600 employees.

 

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.

 

**TheRinker group may face potential liability for defective products, which couldhave an impact on future profits.**

 

Due to the nature of itsoperations, claims against Rinker group entities could arise from defects inmaterial 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

 

15

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group’sexisting insurance arrangements do not cover the liability, it could have anadverse effect on the financial performance and condition of the Rinker groupdue to increased rectification costs or liability for compensation.

 

**Antitrust(trade practices) risks may restrict the Rinker group’s business activities andits ability to grow.**

 

Rinker group entities are subjectto antitrust or trade practices laws. Antitrust or competition considerations may restrict business activitieswithin the Rinker group and the ability to grow through acquisitions orparticipate in industry rationalization in particular geographic markets.  This could have an adverse impact on theRinker group’s financial performance where revenues fail to grow or fall and orprofit margins are reduced.

 

**Operationand supply failures or shortages could have an impact on the Rinker group’sfuture revenues and profits.**

 

The manufacturing facilitiesand supply of finished products to customers of Rinker group entities could bedisrupted for reasons beyond their control. These disruptions include extremes of weather, fire, natural catastrophes,supplies of materials, transport logistics, services, energy or fuel, systemfailures, workforce actions or environmental issues.  Any significant disruptions or shortagescould adversely affect Rinker group entities’ ability to make, sell and deliverproducts, which could cause revenues to decline or costs to increase and resultin lower profits

 

**Rinkergroup entities may be required to provide further funds to cover the definedbenefit liabilities of those superannuation (pension) funds in which itparticipates. This may have a negative impact on future profitability.**

 

Superannuation (pension) fundsin which Rinker group entities participate provide both defined benefits andaccumulation benefits.  The deficits ofUS pension plans under US GAAP as of December 31, 2004 total US$22.6million.  Any deficits are intended to befunded progressively by Rinker Materials and all minimum funding requirementshave currently been satisfied.  There isa risk that, in the future, changes in the value of the funds’ assets, changesin actuarial determinations of the funds’ liabilities or changes to governmentlegislation could require Rinker group entities to increase their current levelof contributions to these funds and adversely impact financial performance.Details of Rinker group entities’ defined benefit plans are included in “Item5.H – Details of defined benefits pension plans”.

 

**Theadoption of new accounting standards for the year ending March 31, 2006may have a material impact on our financial statements and may make acomparison between financial periods more difficult.**

 

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 after January 1,2005 (fiscal year 2006 for Rinker).  Rinker currently reports under Australian Accounting Standards but isrequired to adopt Australian equivalents to International Financial ReportingStandards (“A-IFRS”), which may have a material impact on its financialstatements and comparability to the financial statements previously publishedin accordance with Australian Accounting Standards.  For further information on the impact ofA-IFRS, see “Item 5 - Basis of preparation and presentation.”

 

16

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**TheRinker group could be affected by interest rate fluctuations.  If interest rates rise, borrowing costs maybe higher and higher interest rates may adversely affect construction activitylevels.**

 

The Rinker group’s externalborrowings at March 31, 2005 were US$868 million of which, prior to theeffect of interest rate swaps, approximately US$610 million or 70% was payinginterest at fixed rate.  Taking intoaccount around US$250 million of variable to fixed rate interest rate swaps inplace at March 31, 2005, the Rinker group’s net fixed interest rateborrowings were approximately US$860 million or 99 % 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, 2005, a 1% increase in variable interest rateswould have had approximately a US$0.2 million adverse impact on the Rinkergroup’s net profit for the year ended March 31, 2005.

 

An increase in interest ratesmay also reduce construction activity levels within both the residential andcommercial segments of the market.  Thiscould have an adverse impact on the Rinker group’s financial performance whererevenues fail to grow or fall and costs do not move to compensate.  Details on interest rate risks are included in“Item 11 - Quantitative and Qualitative Disclosure about Market Risks.”

 

**Generalrisks associated with investing in shares may impact the value of Rinker sharesand ADRs.**

 

Rinker shares commenced tradingon the ASX for the first time on March 31, 2003 and therefore do not havea trading history before that date. The price of Rinker ordinary shares andADRs is subject to many influences that may affect the broad trend in the stockmarket 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.**              SupplementaryKey Information - Australian Dollars

#### ** **

**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$” or “US dollars”are in United States dollars and references to “A$” 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 31,2005, around 80% of the Rinker group’s trading revenue was generated by RinkerMaterials in the US.  For the years endedMarch 31, 2005, 2004 and 2003, 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 generating cash flow that is generally adequate to service the current levelof Australian dollar dividends.  As aresult, the only significant impact of changes in the US dollar/Australiandollar exchange rate is one of accounting translation for financial reportingpurposes.  An appreciation of

 

17

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the A$ relative to the US$ would be expectedto have a 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 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 10.

 

The following table sets forth,for each of the Rinker group’s fiscal years indicated and for the most recentmonths, the high, low, average and period-end Noon Buying Rates for Australiandollars expressed in United States dollars per A$1.00.

 
| **Year ended March 31** | ** ** | **At Period  End** | ** ** | **Average  Rate****(1)** | ** ** | **High** | ** ** | **Low** | ** ** |
|------------------------------|------------|--------------------|------------|--------------------------|------------|----------|------------|---------|------------|
|                         |       |               |       |                     |       |     |       |    |       |
| 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  |       |
| 2005                         |       | 0.7729             |       | 0.7423                   |       | 0.7974   |       | 0.6840  |       |
| Month of                     |       |               |       |                     |       |     |       |    |       |
| December,  2004              |       | 0.7805             |       | 0.7675                   |       | 0.7805   |       | 0.7495  |       |
| January,  2005               |       | 0.7759             |       | 0.7668                   |       | 0.7790   |       | 0.7578  |       |
| February,  2005              |       | 0.7940             |       | 0.7812                   |       | 0.7940   |       | 0.7669  |       |
| March, 2005                  |       | 0.7729             |       | 0.7848                   |       | 0.7974   |       | 0.7685  |       |
| April, 2005                  |       | 0.7834             |       | 0.7738                   |       | 0.7834   |       | 0.7658  |       |
| May, 2005  (to May 12)  |       | 0.7679             |       | 0.7755                   |       | 0.7810   |       | 0.7679  |       |

 

----

(1)          The average of the Noon Buying Rates onthe last day of each month during the year or the average for each day of themonth as applicable.

 

On May 12, 2005, the Noon Buying Rate was A$1.00 = US$0.7679.

 

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.**              SupplementarySelected 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 – Currencyof Presentation and Exchange Rates,” for a description of historical USdollar/Australian dollar exchange rates.

 

The statement of financialposition data as of March 31, 2005 and 2004 and statement of financialperformance data for the years ended March 31, 2005, 2004 and 2003 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, 2003 and statement of financialperformance data for the year ended March 2002 set forth below are derivedfrom the Rinker group’s audited financial statements that are not includedelsewhere in this annual report.  Thestatement of financial position data as of March 31, 2001 set forth beloware

 

18

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derived fromRinker group’s unaudited financial statements that are not included elsewherein this annual report.  With respect tothe US GAAP selected financial data, information for the Rinker group isprovided for fiscal years 2005, 2004, 2003 and 2002.

 

19

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| ** **                                                                        | ** ** | ** ** | ** ** | **As of and for the year ended March 31**              | ** ** |
|-----------------------------------------------------------------------------------|------------|------------|------------|-------------------------------------------------------------|------------|
| ** **                                                                        | ** ** | ** ** | ** ** | **A$ in million  except per share data and employees** | ** ** |
| ** **                                                                        | ** ** | **Note**   | ** ** | **2005**                                                    | ** ** | **2004** | ** ** | **2003** | ** ** | **2002** | ** ** | **2001** | ** ** |
| ** **                                                                        | ** ** | ** ** | ** ** | **A$**                                                      | ** ** | **A$** | ** ** | **A$** | ** ** | **A$** | ** ** | **A$** | ** ** |
| **Amounts  in accordance with Australian GAAP**                                   |       |       |       |                                                        |       |   |   |   |   |   |   |   |   |
| **Statement  of Financial Position Data**                                         |       |       | ** ** | ** **                                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Total assets                                                                      |       |       |       | 5,783                                                       |       | 5,469 |   | 6,395 |   | 5,462 |   | 5,804 |   |
| Total  liabilities                                                                |       |       |       | 2,386                                                       |       | 2,449 |   | 3,258 |   | 2,907 |   | 3,058 |   |
| Contributed  equity                                                               |       |       |       | 2,256                                                       |       | 2,286 |   | 2,285 |   | 1,828 |   | 1,865 |   |
| Net assets                                                                        |       |       |       | 3,397                                                       |       | 3,020 |   | 3,137 |   | 2,555 |   | 2,746 |   |
| **Statement  of Financial Performance Data**                                      |       |       | ** ** | ** **                                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Trading revenue                                                                   |       |       |       | 5,843                                                       |       | 5,340 |   | 5,232 |   | 5,041 |   | 4,512 |   |
| Operating  profit                                                                 |       |       |       | 958                                                         |       | 729 |   | 661 |   | 629 |   | 530 |   |
| Profit from  ordinary activities before finance and income tax (“EBIT”) |       | (5)        |       | 957                                                         |       | 713 |   | 698 |   | 646 |   | 497 |   |
| Borrowing  costs net of interest income (“finance”)                     |       |       |       | (44                                                         | )          | (69 | ) | (104 | ) | (124 | ) | (132 | ) |
| Income tax  expense                                                               |       |       |       | (321                                                        | )          | (216 | ) | (208 | ) | (192 | ) | (143 | ) |
| Net (profit)  loss attributable to outside equity interests                       |       |       |       | (7                                                          | )          | (1 | ) | (4 | ) | (1 | ) | 4 |   |
| Net profit  attributable to members of Rinker                                     |       | (4)        |       | 585                                                         |       | 427 |   | 382 |   | 329 |   | 225 |   |
| **Per  Share Information**                                                        | ** ** | ** ** | ** ** | ** **                                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Weighted  average number of ordinary shares                                       |       | (1)        |       | 942.1                                                       |       | 944.9 |   | 944.7 |   | 944.7 |   | 944.7 |   |
| Basic and  diluted earnings per share                                             |       | (2)        |       | 0.62                                                        |       | 0.45 |   | 0.40 |   | 0.35 |   | 0.24 |   |
| Dividends  provided for or paid per share                                         |       | (3)        |       | 0.15                                                        |       | 0.13 |   | 0.02 |   | — |   | 0.21 |   |
| **Other**                                                                         | ** ** | ** ** | ** ** | ** **                                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Capital  Expenditure – Operating                                             |       | (6)        |       | 261                                                         |       | 257 |   | 140 |   | 187 |   | 164 |   |
| Capital  Expenditure – Development                                           |       | (7)        |       | 164                                                         |       | 132 |   | 1,065 |   | 294 |   | 1,418 |   |
| Depreciation,  depletion and amortization                                         |       |       |       | 339                                                         |       | 337 |   | 372 |   | 354 |   | 304 |   |
| Employees at  fiscal year end                                                     |       |       |       | 13,279                                                      |       | 13,772 |   | 13,030 |   | 11,354 |   | 11,417 |   |
| **Amounts  in accordance with US GAAP**                                           |       |       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Total assets                                                                      |       |       |       | 5,941                                                       |       | 5,570 |   | 6,352 |   | 5,383 |   |   |   |
| Net assets                                                                        |       |       |       | 3,393                                                       |       | 2,960 |   | 2,971 |   | 2,407 |   |   |   |
| Trading  revenue                                                                  |       |       |       | 5,843                                                       |       | 5,340 |   | 5,232 |   | 5,041 |   |   |   |
| Operating  profit                                                                 |       |       |       | 1,067                                                       |       | 815 |   | 745 |   | 630 |   |   |   |
| Net profit  attributable to members of Rinker                                     |       | (4)        |       | 655                                                         |       | 498 |   | 459 |   | 328 |   |   |   |
| Basic and  diluted earnings per share                                             |       | (2)        |       | 0.70                                                        |       | 0.53 |   | 0.49 |   | 0.35 |   |   |   |

 

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(1)          As a result of the demerger from CSR,944.7 million Rinker ordinary shares were listed on the ASX on March 31,2003 (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 fiscal years 2003,2002 and 2001.  During the years ended March 31,2005 and 2004, Rinker issued 237,900 and 324,700 shares respectively as part ofthe Employee Universal Share Plan (USP). During the year ended March 31,2005, Rinker purchased 4,000,028 shares as part of an on-market buy-back.  See “Item 16.E. – Purchase of EquitySecurities by the Issuer and Affiliated Purchasers” for further details.

 

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(2)          For fiscal years 2003, 2002 and 2001,based on the 944.7 million Rinker ordinary shares issued and outstandingsubsequent to the demerger.  Dilutedearnings per share are equivalent to basic earnings per share.

 

(3)          Dividends shown for 2005 and 2004represent the amounts provided for.  Thedividends in 2003 and 2001 represent amounts paid to CSR when Rinker was awholly owned subsidiary.  Dividend pershare information for fiscal years 2003, 2002 and 2001 has therefore been basedon the 944.7 million shares issued and outstanding subsequent to thedemerger.   These amounts are notnecessarily representative of the amount that would have been paid if Rinkerhad been a separate publicly listed company.

 

(4)          Income from continuing operations is thesame as net profit attributable to the members of Rinker, and income fromcontinuing operations per share is the same as basic earnings per share.

 

(5)          Throughout this annual report “EBIT” meansprofit from ordinary activities before finance and income tax in accordancewith Australian GAAP.

 

(6)          Operating capital expenditure representscapital expenditure required to maintain existing operating capabilities.

 

(7)          Development capital expenditure representscapital expenditure to acquire businesses, expand operating capabilities andextend market coverage.

 

## **Item 4**                                      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 andDevelopment 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, theFederal Court of Australia approved the demerger of Rinker from CSR. On March 31,2003, Rinker ordinary shares commenced trading on the ASX (on a deferredsettlement basis). In accordance with the terms of the demerger, Rinker issued944.7 million ordinary shares on April 11, 2003.  For a further summary of the demerger, see “RinkerGroup Limited demerger 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, 2005 the Rinker group had totalassets of US$4,460 million and generated trading revenue of US$4,312 million inthe year ended March 31, 2005.

 

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

 

**General**

 

Rinker group companies areleading manufacturers and suppliers by revenue of heavy building materials inthe US and Australia, based on published financial data of the Rinker group’scompetitors.  In the US, Rinker’ssubsidiary Rinker Materials is one of the largest producers of heavy buildingmaterials, 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 aggregate, cement, concrete, concrete block, asphaltand concrete pipe.  Rinker Materials alsohas a

 

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gypsum wallboard distribution business inFlorida.  Since 1998, the Rinker grouphas grown through a number of acquisitions, in particular through the followingacquisitions 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 |

 

During the year ended March 31,2005 Rinker Materials divested its non-core Prestress and Polypipe polyethylenepipe businesses for total cash proceeds of US$100 million.

 

In Australia, Rinker’ssubsidiary Readymix is one of the leading producers of aggregate, concrete,concrete pipe and other concrete products, based on Readymix’s knowledge of theindustry.  Readymix also holdssubstantial joint venture interests in cement and asphalt operations.  In China, Readymix operates four concreteplants in the northern cities of Tianjin and Qingdao.

 

At March 31, 2005commitments for capital expenditure totaled US$55.8 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.

 

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**BusinessStrategy**

 

The Rinker group aims to be in the topquartile of its construction materials industry peers with respect to growth inrevenue, profits and shareholder value, and to deliver top quartile shareholderreturns.  Rinker group companies’ strategiesto achieve these goals include:

 

*Achieving the numberone or number 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 Rinkergroup aim to hold cost leadership positions in the majority of theirmarkets.  Rinker group companies aim toinstill a culture of continuous improvement through the benchmarking ofperformance against competitors as well as the implementation of operationalimprovement projects.  Businesses withinthe Rinker group have a track record of generating significant cost savingswith total estimated savings from these initiatives for the year ended March 31,2005 of US$49 million.

 

*Continued growth through acquisitions*

 

Rinker has grownsignificantly in recent years through regional and bolt-on acquisitions(acquisitions of companies which thereafter share existing administration,supply and distribution arrangements).

 

The Rinker group’sacquisition growth strategy is to:

 

•                  Hold ordevelop 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;

 

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

 

•                  Consideracquisitions, such as concrete, cement and asphalt, to create verticallyintegrated operations, in markets where Rinker group companies have quarryoperations; and

 

•                  Considersmall, value adding expansion opportunities in Australia, and in concrete pipeand gypsum distribution in the US.

 

Rinker Materials isexpected to use its regional presence in the south east and western US topursue bolt-on acquisitions with the current objective of investing an averageof US$300 million 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

 

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safety are based on thekey principles of management accountability, personal responsibility andtraining.

 

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

 

**1.**              Introduction

 

Business segments arereported along geographic lines (Rinker Materials in the United States andReadymix in Australia and China) and within the United States, along productlines.  The business segments for RinkerMaterials are Aggregate; Cement; Concrete, Concrete block and asphalt; Concretepipe and products; and Other.  Readymixis one segment.  These segments are thesame as those used for internal management as the basis for making decisionsregarding the allocation of resources.

 

**Rinker Materialsbusiness segments:**

 

•      **Aggregates**:  Rinker Materials extracts aggregate, which iscrushed and sized for delivery to customers, primarily for use in theproduction of concrete, roadbase and asphalt. Rinker Materials’ principal operations are in Florida and Arizona.  Overall, Rinker Materials is the fifthlargest supplier of aggregate in the US, based on US Geological Surveyproduction output data, with 90 quarries, sand and aggregate plant operations.Rinker Materials is a market leader, as measured by production, in Florida andArizona.  Rinker Materials supplied about97 million tons of aggregate for the year ended March 31, 2005. For the yearended March 31, 2005, Rinker Materials’ estimated end markets for aggregate bytrading revenue were about equally divided among residential, commercial andcivil 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,operating two plants, which produced about 2.0 million tons for the year endedMarch 31, 2005.  Rinker Materials alsohas two strategically located cement import terminals in Florida, whichimported 1.9 million tons for the year ended March 31, 2005.  For the year ended March 31, 2005, RinkerMaterials’ estimated external end markets for cement by trading revenue wereabout 65% residential, 30% commercial and 5% civil construction.

 

•      **Concrete, concrete blockand asphalt**:  Rinker Materialsproduces concrete by combining cement, aggregate, water and additives in batchplants for delivery to customers’ sites in mixer trucks.  Rinker Materials produced about 16 millioncubic yards of concrete for the year ended March 31, 2005. Rinker Materials isa market leader in Florida, Arizona and Nevada, based on Rinker Materials’knowledge of the industry, and operated a total of 157 concrete plants at March31, 2005.  For the year ended March 31,2005, Rinker Materials’ estimated end markets for concrete by revenue wereabout 65% residential, 25% commercial and 10% civil construction.

 

RinkerMaterials produced around 180 million units of concrete block for the yearended March 31, 2005.  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, 2005, 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.

 

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•      **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 one of the leading suppliers of reinforced concrete pipe andpre-cast concrete products in the United States, based on Rinker Materials’knowledge of the industry, with production of around 3.6 million tons for theyear ended March 31, 2005 from 47 plants located in 22 states.  Hydro Conduit’s principal product is concretepipe, which is used for storm water transmission, sewerage and irrigation.  For the year ended March 31, 2005, HydroConduit’s estimated end markets by trading revenue were about 40% residential,20% commercial and 40% civil construction.

 

•                  **Other**:  This segment includes gypsumsupply.  Its pre-stressed concreteproducts and polyethylene pipe operations were previously included in thissegment and were divested during the year ended March 31, 2005.

 

**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, 2005, Readymixhad 377 operating plants including 87 quarries and sand mines, 242 concreteplants and 19 concrete pipe and product plants. Concrete pipes and products are produced by Readymix’s Humes business.

 

Readymix alsoholds a 25% interest in Australia’s largest cement manufacturer, CementAustralia Holdings Pty Ltd, which has the capacity to produce around threemillion tonnes of cement a year from three plants in Gladstone, Queensland;Railton, Tasmania; and Kandos, New South Wales. Cement Australia Holdings Pty Limited was formed on June 1, 2003with the merger of Australian Cement Holdings (50% Readymix, 50% HansonAustralia Pty Ltd) and Queensland Cement Limited (“QCL”) (a 100% owned HolcimLtd subsidiary).

 

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**Rinker group tradingrevenue**:

 

The table below sets outthe Rinker group’s trading revenues by segment for the fiscal years 2005, 2004,and 2003:

 
| ** **                          | ** ** | ** **                  | ** ** | **2005**                    | ** ** | **2004**   | ** ** | **2003**   | ** ** |
|-------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|------------|------------|------------|------------|
| ** **                          | ** ** | ** **                  | ** ** | **Amounts in US $millions** | ** ** |
| **Rinker Materials, United States** |       | Aggregates                  |       |                        | 907        |       |       |       | 803        |   |   |   | 626 |   |   |
|                                |       | Cement                      |       |                        | 421        |       |       |       | 377        |   |   |   | 327 |   |   |
|                                |       | Concrete, block and asphalt |       |                        | 1,637      |       |       |       | 1,365      |   |   |   | 1,010 |   |   |
|                                |       | Concrete pipe and products  |       |                        | 472        |       |       |       | 421        |   |   |   | 437 |   |   |
|                                |       | Other                       |       |                        | 461        |       |       |       | 411        |   |   |   | 397 |   |   |
|                                |       | Eliminations (1)            |       |                        | (577       | )          |       |       | (509       | ) |   |   | (414 | ) |   |
|                                |       | Total Rinker Materials      |       |                        | 3,321      |       |       |       | 2,868      |   |   |   | 2,383 |   |   |
| **Readymix, Australia and China**   |       |                        |       |                        | 991        |       |       |       | 839        |   |   |   | 573 |   |   |
| **Total Rinker group**              | ** ** | ** **                  | ** ** | ** **                  | **4,312**  | ** ** | ** ** | ** ** | **3,706**  | ** ** | ** ** | ** ** | **2,956** | ** ** | ** ** |

 

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(1)          Eliminations represent internal revenuederived from sales by Aggregates and Cement to other segments within RinkerMaterials, eliminated on consolidation.

 

Volumes for all marketsegments are sensitive to weather conditions, although historically seasonalpatterns have not greatly impacted financial results.  In the United States, most operations ofRinker Materials are located in regions with relatively mild climates andnormal weather patterns that have historically resulted in only slightly higheractivity during the first half of the fiscal year (April – September) thanthe second half (October – March). In Australia, although construction activity slows during thetraditional summer holiday period during the months of December andJanuary, this is largely offset by increased volumes during February and March whichare historically very busy months.

 

**2.**              Major Acquisitions

 

On September 26, 2002,Rinker Materials acquired Kiewit for US$540 million (net of cash).  Kiewit was renamed Rinker Materials Western, Inc.(“Rinker Materials West”) in fiscal year 2003. Rinker Materials West has significant operations in aggregates, concreteand asphalt in Arizona, representing over 75% of Rinker Materials West revenuefor the fiscal year 2005.  Other regionsin which Rinker Materials West operates include Oregon, Washington state and northernCalifornia.  These operations market to awide variety of customers including highway contractors, commercial, industrialand residential contractors, public works contractors, wholesalers andretailers of decorative rock products, interstate railroads and manufacturersof concrete block products.

 

Similar to RinkerMaterials’ other operations, Rinker Materials West’s operating results areprimarily impacted by the level of construction activity in the residential,commercial and civil segments of the construction materials markets where itoperates.  Rinker Materials estimatesthat about 55% of Rinker Materials West’s revenue was derived from residentialconstruction, 25% from commercial construction, and 20% from civil constructionduring fiscal year 2005.

 

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Rinker Materials West’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 Rinker Materialsoperations that exist today were built on the substantial integrated quarrying,concrete and cement business in Florida acquired in 1988.

 

Since 1988, RinkerMaterials has made a series of significant acquisitions in addition to Kiewit:

 

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

 

•                  In June andJuly 2000, it acquired American Limestone Company and Florida CrushedStone Company, for US$211 million and US$348 million, respectively.

 

**3.**              United States industry overview

 

Based on datacompiled by Dodge, a division of the McGraw-Hill Companies, the US constructionand building market was estimated to have been about US$549 billion in calendaryear 2004 (about 5.0% of the US gross domestic product).  Dodge figures are based on the ‘put-in-place’value of contracts for new construction projects and include the cost of alltypes of building and construction materials, some of which are not produced byRinker Materials, and the cost of labor. ‘Put-in-place’ figures provided by Dodge are based on data Dodgecollects at the time of the contract award and allocated over the course of theperformance 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, 2005. Based on industry and Federal Governmentstatistics, both these markets show high levels of activity and growth comparedto 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, shoppingmalls, sports stadiums, education facilities and hospitals.  Civil construction involves the constructionof roads, highways, bridges, dams as well as many other infrastructureprojects.  For calendar year 2004, Dodgeestimates that the total value of new construction contracts in the US wasresidential 57%, commercial 28% and civil 15%. The civil construction activity has been influenced heavily by theTransportation Equity Act 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 7.1% betweencalendar years 1994 and 2004. Based on Dodge estimates, the total value of newconstruction contracts in Florida increased by an annual growth rate of 10.3%between calendar years 1994 and 2004 and 9.5% in Arizona in the same period.

 

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

 

•                  Populationgrowth;

 

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•                  Economic growth;

 

•                  Governmentinfrastructure spending;

 

•                  Interest rates;and

 

•                  Business andconsumer confidence.

 

**4.**              Australian market overview

 

The Australianconstruction materials market is a mature and cyclical industry.  For the year ended December 31, 2004, theAustralian Bureau of Statistics estimates that total construction and buildingindustry spending was A$86 billion, equivalent to US$63 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 4.6% between theyears ended December 31, 1992 and December 31, 2004.  The market segments are similar to thosecategorized for the US market, namely residential, commercial and civil.  For the year ended December 31, 2004, theAustralian Bureau of Statistics estimates that total construction spending bysegment was about 44% for residential, 21% for commercial and 35% 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 a significant impact on activityprior to its introduction (supplemented in the Sydney market by the 2000Olympic Games) but resulted in an oversupply and a weaker residential marketfor the subsequent year.  Fallinginterest rates and the introduction of the Australian Federal Government’sFirst Home Owners Grant led to an increase in residential commencements in thelatter half of fiscal year 2002 and continued through fiscal year 2003.  Fiscal year 2004 saw a slight decline inresidential commencements due to two interest rate rises, in November 2004and December 2004, however the decline to date has been mild by historicalstandards with the market supported by a relatively strong economy and lowlevels of unemployment.

 

The commercialsegment of the construction market continued to strengthen during fiscal year2005 compared to fiscal year 2004. According to the Australian Bureau of Statistics total spending in thecommercial segment has grown from US$11.1 (A$15.9) billion in the year ended December 31,2003 to US$13.6 (A$18.4) billion in the year ended December 31, 2004.  Spending in the year to December 2002was estimated at US$8.1 (A$14.3) billion.

 

Civilconstruction in Australia is largely dependent on government infrastructureprograms. According to the Australian Bureau of Statistics spending in thecivil segment has risen from US$18.2 (A$26.1) billion in the year ended December 31,2003 to US$21.5 (A$29.1) billion in the year ended December 31, 2004.  Spending in the year to December 2002was estimated at US$12.8 (A$22.7) billion.

 

For the yearended March 31, 2005, there was a decline in the residential segment butthis was more than offset by an increase in activity across the commercial andcivil segments, which has positively impacted the Australian construction market.  Continued growth in the civil segment overthe next two years is largely dependent on a number of approved public andprivate infrastructure projects.  Theseprojects include the Chatswood to Parramatta train line in Sydney, the LaneCove Tunnel and the Western Sydney Orbital motorway that have already started,and others which are approved but not yet in progress, being theMitcham-Frankston freeway in Victoria.

 

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**5.**              Rinker Materials

 

**Rinker Materials businesssegments as at March 31, 2005**

 

 

**i.      Aggregates**

 

*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 97million tons of aggregate for the year ended March 31, 2005.

 

In Florida,Rinker Materials is the market leader, based on Rinker Materials’ industryknowledge, by volume sold, with a market share estimated to be about 40% forthe year ended March 31, 2005. Rinker Materials is also the market 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 other constructioncompanies primarily for the production of concrete, asphalt and roadbase.  Rinker Materials’ products are generallysupplied at a local level directly to a large number of

 

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unaffiliated customers that aregenerally the end users. Rinker Materials has no material long-term supplycontracts for aggregate other than supply contracts to specific constructionprojects that have been generally subject to a competitive tender process.  These are typically made on the basis ofcompetitive prices in each market area. For the year ended March 31, 2005, Rinker Materials’ estimated endmarkets for aggregate by trading revenue were about evenly distributed amongresidential, commercial and civil construction.

 

Crushed stoneand sand are largely commodity products. The basis of competition is as the lowest cost delivered supplier intothe market.  Distribution logistics arevery important, requiring a strong transport and distribution network.

 

RinkerMaterials’ major competitors are: Florida Rock Industries, Tarmac Limited(Titan Cement Company), Vulcan Materials Company, Martin Marietta Materials,and Hanson Building Materials America, as well as smaller competitors whocompete in certain regions.

 

*Facilities, reserves and distribution*

 

Aggregate(sand, gravel, crushed stone, and other quarry products) is used for roads,civil construction and building projects and as a raw material in theproduction of concrete, concrete block, cement and asphalt.  Aggregate production involves extractingquarry material that is then crushed and sized. The product is then distributed by truck or rail.  The choice of aggregate for a particularpurpose also depends largely on the local geology or availability.  As aggregate is expensive to transportrelative to its price, the cost of transport will generally limit theavailability of aggregate to what is readily accessible in the local area.  In Florida, aggregate is transported greaterdistances than in other states due to construction grade aggregate only beingavailable in certain areas of the state. This is primarily achieved using an extensive railway network servingthe entire east coast of Florida and into central Florida.  For example, Rinker Materials’ FEC quarrynear Miami in southern Florida, transports aggregate up to Jacksonville innorthern Florida.

 

As at March31, 2005, Rinker Materials operated 90 quarries, sand and aggregate plantoperations located in 15 states.  Themajority of these are located in Florida (14), Tennessee (10), Arizona (30) andWashington state (12). Rinker Materials’ total estimated aggregate reserves asat March 31, 2005, were 2,737 million tons with an average reserve lifeestimated to be 31 years at current usage levels.

 

**Rinker Materials’estimated aggregate reserves by product type as at March 31, 2005**

 
| **Regional Summary**            | ** ** | **Reserves**       | ** ** | **Average life  in years** | ** ** |
|---------------------------------|------------|--------------------|------------|----------------------------|------------|
| ** **                      | ** ** | **(million tons)** | ** ** | ** **                 | ** ** |
| Limestone                       |       | 1,533              |       | 40                         |       |
| Hard rock                       |       | 595                |       | 33                         |       |
| Sand and gravel                 |       | 586                |       | 19                         |       |
| Other (volcanic cinder, gypsum) |       | 23                 |       | 71                         |       |
| **Total**                       | ** ** | **2,737**          | ** ** | **31**                     | ** ** |

 

Estimates ofreserves are of recoverable stone, sand and gravel and other quarry products ofsuitable quality for economic extraction based on drilling, studies and mineplans reviewed annually by Rinker Materials geologists and engineers,recognizing reasonable economic and operating restraints as to maximum depth ofoverburden and aggregate excavation. Reserves are proven (measured) or probable (indicated) based uponinspection, sampling and measurement and the geological character of theresource.

 

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In determining the average life ofaggregate reserves Rinker Materials management has used the most recent annualproduction rate at each quarry.  Theforegoing life by product type is an overall average.  Certain locations, however, are subject tomore limited reserves and have a relatively short life.  Rinker Materials’ sand and gravel quarriesare typically small operations producing from reserves with a shorter life.

 

**Rinker Materials’estimated aggregate reserves by region as at March 31, 2005**

 
| **Regional Summary**       | ** ** | **Reserves**       | ** ** | **Average life  in years** | ** ** |
|----------------------------|------------|--------------------|------------|----------------------------|------------|
| ** **                 | ** ** | **(million tons)** | ** ** | ** **                 | ** ** |
| Florida                    |       | 812                |       | 21                         |       |
| Southeast (GA, TN, KY, VA) |       | 1,161              |       | 68                         |       |
| West                       |       | 764                |       | 24                         |       |
| **Total**                  | ** ** | **2,737**          | ** ** | **31**                     | ** ** |

 

Approximately 70% of quarry reserves areon Rinker Materials owned sites, with the remainder located on leasedproperty.  In Rinker Materials Floridaoperations, owned reserves constitute approximately 80% of total reserves.  In Arizona, owned reserves compriseapproximately 50% of total reserves. Leasehold reserves are subject to various expiry dates and renewal options.  While not all of the reserves are permitted,it is Rinker’s view that the ultimate permitting of the reserves is probable.

 

Of Rinker Materials 90 aggregate, sandand gravel quarries, the largest 4 by quarry reserves as at March 31, 2005were as follows:

 
| ** **                 | ** ** | **Reserves**       | ** ** | **Average life  in years** | ** ** |
|----------------------------|------------|--------------------|------------|----------------------------|------------|
| ** **                 | ** ** | **(million tons)** | ** ** | ** **                 | ** ** |
| Midway Quarry, Mascot TN   |       | 276                |       | 208                        |       |
| FEC Quarry, Miami FL       |       | 273                |       | 22                         |       |
| Macon Quarry, Macon GA     |       | 156                |       | 35                         |       |
| Dogwood Quarry, Augusta GA |       | 145                |       | 71                         |       |

 

Rinker Materials’largest quarry in terms of production is the FEC Quarry in Miami, Florida.  The quarry is one of the largest in the US,producing about 12.5 million tons of aggregate each year.

 

Rinker Materials has acontinuing program to identify, acquire or lease replacement reserves and inthe case of Florida to pursue offshore reserves.

 

**ii.    Cement**

 

*Overview*

 

Rinker Materialsoperates in Florida where it is a leading cement supplier by volume, based onPortland Cement Association data on supplier output.  For the year ended March 31, 2005, RinkerMaterials produced about 2.0 million tons of cement and imported 1.9 milliontons of cement through two strategically located terminals.  Rinker Materials supplies grey and whitecement and a range of special products. Rinker Materials estimates the total Florida cement market to be about11.5 million tons a year.

 

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*Sales*

 

RinkerMaterials supplies cement to its concrete businesses as well as to externalpre-mix, masonry and pre-cast concrete producers and building supplycompanies.  For the year ended March 31,2005, about 50% of Rinker Materials’ cement production was sold internally.

 

RinkerMaterials manages its cement business by fully utilizing its own cementproduction capacity and supplying any additional demand from imports andpurchasing cement from other domestic producers.

 

For the yearended March 31, 2005, Rinker Materials’ estimated external end markets forcement by trading revenue were about 65% residential, 30% commercial and 5%civil construction.

 

RinkerMaterials’ competitors’ positions in Florida have changed significantly duringthe past several years.  Tarmac Americahas been acquired by Titan Cement Company and Southdown by Cemex.  The Eastern Cement terminal on the west coastof Florida has been acquired by Schwab and Florida Rock has acquired the LaFargeimport terminals on the west coast of Florida. Domestic and import capacity has also increased with both Florida RockIndustries and Votorantim (Suwanee) recently constructing new Florida cementplants.  Titan Cement Company has built anew cement import terminal on the west coast of Florida in Tampa and doubledtheir Miami capacity.  Rinker Materials’major competitors in cement are Cemex, Lehigh (Heidelberg), Titan CementCompany, and Florida Rock Industries.

 

*Facilities and distribution*

 

The productionof cement is a highly capital intensive business.  The production process starts by crushinglimestone aggregate.  The crushedlimestone aggregate and other raw materials, depending on the type of cement tobe produced, are fed into a grinding process, which mixes the various materialsmore thoroughly and reduces them further in size in preparation for thekiln.  In the dry process, the rawmaterials are calcined or processed at a very high temperature in the kiln toproduce clinker.  Clinker is the intermediateproduct used to manufacture cement. Finally, clinker and gypsum are fed into a cement grinding mill wherethey are ground into extremely fine powder to produce finished cement.

 

RinkerMaterials has two cement plants, located in Miami and Brooksville inFlorida.  The Miami plant was upgradedand commissioned in 2000 for a total cost of US$150 million, which increasedannual capacity from 0.6 million tons to about 1.2 million tons.  The Brooksville plant was acquired in 2000 aspart 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 at state-regulatedprices.

 

The cementproduced is delivered to concrete plants and other concrete productmanufacturing facilities, normally within a radius of about 125 miles, by bulkcement tankers or in bagged form.

 

RinkerMaterials imports a large volume of cement (fiscal year 2005, 1.9 million tons)through cement import terminals located at Port Everglades in southeasternFlorida and Port Canaveral in central Florida. Cement is sourced primarily from Europe and South America on contractsthat expire annually. One contract allows for two additional annual periods ofsupply.

 

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**iii.   Concrete, block and asphalt**

 

*Overview*

 

RinkerMaterials produced about 16 million cubic yards of concrete in the year endedMarch 31, 2005, from 157 concrete plants. In Florida, Rinker Materials’ concrete operations are integrated withits cement and aggregate operations, providing it with a number of supplyadvantages.  Overall, Rinker Materials isthe market leader in Florida with an estimated total market share by volumesold in the year ended March 31, 2005 of more than 30%, based on RinkerMaterials’ industry knowledge.  RinkerMaterials also held market leadership positions, by volume sold, in Arizona andNevada in the year ended March 31, 2005.

 

In concreteblock, Rinker Materials produced about 180 million units for the year endedMarch 31, 2005, that was used for residential and commercial building. RinkerMaterials’ concrete block operations are principally located in Florida whereit was the market leader in terms of volumes sold in the year ended March 31,2005, based on Rinker Materials’ industry knowledge.

 

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

 

*Sales and facilities*

 

As at March31, 2005, Rinker Materials operated 157 concrete and 24 concrete block plants,with a delivery fleet of over 2,600 company owned vehicles.  These plants are located in Arizona,California, Florida, Nevada, New Mexico, Oregon, Tennessee and Washingtonstate.  Of the 157 concrete plants, 78are in Florida and 48 in Arizona.

 

During thefiscal year 2005, Rinker Materials invested in an additional 16 concreteplants.  Two new plants were constructedin Florida to meet demand in existing markets with the balance from businessacquisitions in Florida, Arizona, Tennessee and Nevada.  Florida block capacity was also expanded withthe completion of two new block manufacturing facilities.

 

Concrete isproduced by combining cement, aggregate, water and additives in a batch plantfor delivery to the customer’s site in a mixer truck.  For the year ended March 31, 2005, RinkerMaterials’ estimated end markets for concrete by trading revenue were about 60%residential, 30% commercial and 10% civil construction. Rinker Materials’concrete operations provide a full range of products to meet a number ofapplications, including reinforced slabs for residential construction, highstrength concrete for high rise structures and flowable fill concrete for backfilling trenches.

 

Concrete blockis manufactured in factories by a continuous process of combining cement andaggregate raw materials, which are molded and cured into requireddimensions.  Delivery to customers takesplace on trucks, which usually have on-board material handling equipment topermit the driver to unload at the job site. Concrete block customers are primarily residential and commercialbuilding companies.

 

RinkerMaterials also manufactures and sells hot-mix asphalt products.  These are a mixture of aggregate and asphaltoil made to the customer’s specification in a batch plant. Rinker Materialsproduced about 4.1 million tons of asphalt for the year ended March 31,2005.  All asphalt operations arevertically integrated with Rinker Materials’ aggregate businesses.  In most instances the asphalt plants arelocated on the site of a Rinker Materials’ quarry, offering significantsynergies both in raw material supply and management and administrationresources.  Asphalt is sold to roadcontractors for the construction of highways, driveways and parking lots anddirectly to state and local authorities.

 

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In concrete,the main competitors are a combination of large publicly listed companies and anumber of small privately held regional companies. In asphalt, competitors varybetween regional markets, including large public companies such as Vulcan andGranite Construction, but often include smaller local operations.

 

**Concrete, concrete block andasphalt plants********as at March 31, 2005**

 
| ** ** | ** ** | **Number of plants** | ** ** |
|------------|------------|----------------------|------------|
| ** ** | ** ** | **Concrete**         | ** ** | **Concrete block** | ** ** | **Asphalt** | ** ** | **Total** | ** ** |
| Florida    |       | 78                   |       |   | 22 |   |   | 0 |   |   | 100 |   |   |
| Arizona    |       | 48                   |       |   | 0 |   |   | 13 |   |   | 61 |   |   |
| Nevada     |       | 10                   |       |   | 1 |   |   | 0 |   |   | 11 |   |   |
| Washington |       | 3                    |       |   | 0 |   |   | 5 |   |   | 8 |   |   |
| Tennessee  |       | 9                    |       |   | 0 |   |   | 0 |   |   | 9 |   |   |
| California |       | 5                    |       |   | 0 |   |   | 1 |   |   | 6 |   |   |
| New Mexico |       | 0                    |       |   | 1 |   |   | 0 |   |   | 1 |   |   |
| Oregon     |       | 3                    |       |   | 0 |   |   | 1 |   |   | 4 |   |   |
| Virginia   |       | 1                    |       |   | 0 |   |   | 0 |   |   | 1 |   |   |
| **Total**  | ** ** | **157**              | ** ** | ** ** | **24** | ** ** | ** ** | **20** | ** ** | ** ** | **201** | ** ** | ** ** |

 

**iv.    Concrete pipe and products**

 

*Overview*

 

RinkerMaterials’ concrete pipe and products business, held through its 100% ownedsubsidiary, Hydro Conduit Corporation (“Hydro Conduit”), is one of the largestproducers by volume of reinforced concrete pipe and concrete products in the USin the year ended March 31, 2005, with a market share in excess of 20% based onRinker Materials’ industry knowledge. Hydro Conduit’s products are primarily concrete pipe, concrete box andother pre-cast products used for storm water transmission, sewerage andirrigation.  Auxiliary products includemanholes, drainage structures and storm water pollution prevention devices.Rinker Materials has progressively expanded Hydro Conduit’s geographic presencesince its acquisition in 1990 with a series of small bolt-on acquisitions andinvestment in new plant and equipment to expand production capacity.

 

*Sales*

 

Sales demandis driven by the construction of roads and highways, residential and commercialdevelopments and airports. Hydro Conduit’s primary customers are generaland utility contractors that provide services for federal, state and localgovernment agencies and private developers.

 

In mostmarkets Rinker Materials competes with other large companies, including Hanson,CRH plc, CEMEX 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 national basisHanson is Hydro Conduit’s principal competitor. In addition, producers of alternative plastic, metal, and fiber cementpipe products compete with Hydro Conduit particularly in the market for smalldiameter pipe.

 

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For the yearended March 31, 2005, Hydro Conduit’s estimated end markets by tradingrevenue were about 40% residential, 20% commercial and 40% civil construction.

 

*Facilities*

 

Hydro Conduitmanufactures concrete pipe primarily using the dry cast, packerhead and wetcast processes.  In the dry castmanufacturing process, a dry formulation of concrete is introduced into amold.  The concrete is then compacted byan intense mechanical vibration.  Themold is immediately stripped from the product and is reused repeatedlythroughout the production run.

 

In thepackerhead method, a vertical mold is filled with a dry formulation ofconcrete.  A revolving trowel packs theconcrete outward against the mold, while simultaneously forming the inside wallof the pipe.  As with the dry process,the mold is stripped and reused.  In thewet cast process wet concrete is introduced into a mold.  Unlike the dry and packerhead methods, theproduct remains in the mold until sufficient strength has developed in theconcrete to allow the mold to be removed.

 

As at March 31,2005, Hydro Conduit operated 47 concrete pipe and product plants. A program of plant upgrades and replacementsover the past six years has allowed Hydro Conduit to reduce its cost structurethrough the benefits of more modern technology and economies of scale.

 

**v.     Other businesses**

 

*Gypsum supply*

 

During theperiod 1992 to 1996, Rinker Materials acquired several wallboard distributorsin Florida, becoming one of the state’s leading distributors of gypsumwallboard, based on Rinker Materials’ industry knowledge.  Rinker Materials also acquired Dierco Supply,a ceiling tile and insulation distributor.

 

As at March 31,2005, Rinker Materials had 29 gypsum supply outlets in Florida (27), SouthCarolina (1), and Alabama (1). An export operation in Miami sells itsproducts for delivery in the Caribbean, and Central and South America.

 

RinkerMaterials’ principal competitor in gypsum supply is L&W Supply, owned byUSG Corporation.

 

*Pre-stressed concrete products and Polyethylene pipe*

 

During thefinancial year ended March 31, 2005, Rinker Materials sold the principalassets of its small prestress concrete products business to Coreslab Structuresas well as the stock of its polyethylene pipe and liner business to the HalifaxGroup.  Both businesses were regarded as “non-core”operations and had been slated for divestment for some time.  Rinker Materials will continue to deliver andrecognize revenue on completed manufactured prestressed concrete components,which were not sold to Coreslab. Coreslab assumed responsibility for completion of all contracts open atthe date of sale.

 

**6.**              Readymix

 

Readymixoperates a vertically integrated heavy building materials business inAustralia, with about 40% of aggregate production used internally in theconcrete, asphalt and concrete pipe businesses, which also sources about 75% oftheir cement requirements on the east coast of Australia from the CementAustralia joint venture.  Operations andinvestments include the production of aggregate, concrete, cement, asphalt andreinforced concrete pipe and products. Readymix subsidiaries operate concrete businesses in Tianjin andQingdao, China.  Readymix has beeninvolved in the supply of heavy building

 

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materials in Australia,initially through CSR, since 1965 when it and Blue Metal Industries Limitedjointly acquired Ready Mixed Concrete Limited. In 1981, the operations of Ready Mixed Concrete were divided betweenReadymix and Blue Metal Industries.

 

Readymix(through its predecessor) has made a series of acquisitions to expand into newproducts:

 

•                  In 1974, itentered the cement industry in a joint venture with Pioneer Services Limited(since acquired by Hanson), with the acquisition of Australian Cement HoldingsPty Limited (“ACH”);

 

•                  In 1988, itacquired the reinforced concrete pipes and other concrete products business ofHumes Limited;

 

•                  In 1989, ACHpurchased Goliath Cement of Tasmania;

 

•                  In 1994, CSR establisheda joint venture in Tianjin, China. In June 2003, Readymix increased itsownership to 99% with 100% rights to profits and assets in this concretebusiness.

 

•                  In 1996, CSR andMobil Oil formed a new road surfacing joint venture to become Emoleum (in whichCSR’s 50% interest was transferred to Readymix on March 1, 2003); and

 

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

 

 

Includingjoint ventures, Readymix operated 384 plants in Australia and four in China at March 31,2005.  An overview of Readymix’s currentorganization structure is provided in the above chart.

 

**i .     Aggregate**

 

Based onReadymix’s knowledge of the industry, Readymix is one of the leading suppliersof aggregate in Australia, producing a range of gravel, road pavement materialsand manufactured and natural sand. Readymix operates in all mainland states and territories inAustralia.  In the year ended

 

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March 31, 2005, Readymixproduced about 26 million tonnes of aggregate. As at March 31, 2005 Readymix had estimated aggregate quarryreserves of about 1,033 million tonnes, with an average reserve life of 39years.

 

**Readymix’s estimated aggregate reserves byproduct type as at March 31, 2005******

 
| **Total Australia** | ** ** | **Reserves**         | ** ** | **Average life  in years** | ** ** |
|---------------------|------------|----------------------|------------|----------------------------|------------|
| ** **          | ** ** | **(million tonnes)** | ** ** | ** **                 | ** ** |
| Hard rock           |       | 954                  |       | 48                         |       |
| Sand and gravel     |       | 79                   |       | 11                         |       |
| **Total**           | ** ** | **1,033**            | ** ** | **39**                     | ** ** |

 

Estimates ofreserves are of recoverable stone, sand and gravel of suitable quality foreconomic extraction, based on drilling, studies and mine plans reviewedannually by Readymix geologists and engineers, recognizing reasonable economicand operating restraints as to maximum depth of overburden and aggregateexcavation.  Reserves are proven(measured) or probable (indicated) based upon inspection, sampling andmeasurement and the geological character of the resource.

 

In determiningthe average life of aggregate reserves Readymix management has used the mostrecent annual production rate at each quarry. Certain locations, however, are subject to more limited reserves andhave a relatively short life.  Theforegoing life by product type is an overall average.

 

Readymix’slargest quarry in terms of annual production is at Penrith, New South Wales andis operated under the PLDC venture with Boral and Hanson.  The operation currently supplies about 5.2million tonnes of the Sydney market’s estimated 9.0 million tonne annualrequirement for concrete aggregates, and has an estimated life of 5 years.  Other quarries in the Sydney basin havelimited capacity for expansion.  Readymixsales volumes from Penrith for fiscal year 2005 were 1.8 million tonnes.

 

Readymix has acontinuing program to identify, acquire or lease replacement reserves, andduring fiscal year 2005 has acquired property at Marulan, on the outskirts ofSydney, as a potential replacement for the Penrith quarry.  Work is underway to confirm and measurereserves at this site, which are not included in the above table of aggregatereserves.

 

The Australianmarket for aggregate was estimated to have been over 90 million tonnes in thecalendar year 2004, generating in excess of US$1.7 billion (A$2.4 billion) inrevenue.  Readymix’s quarry operationsare highly integrated with about 40% of aggregate volumes sold internally inthe year ended March 31, 2005.  For theyear ended March 31, 2005, Readymix’s estimated aggregate end use markets were28% residential, 29% commercial and 43% civil construction.  Readymix’s major competitors are Boral andHanson Australia.

 

**ii.    Concrete**

 

Readymixmanufactures and distributes concrete throughout all states and territories ofAustralia. Customers are normally located within a 20kilometre radius of the plant.  In theyear ended March 31, 2005, Readymix produced in excess of 6.6 millioncubic metres of concrete from 242 plants.

 

The Australianmarket for concrete was estimated by the Australian Bureau of Statistics tohave been 22.7 million cubic metres in the calendar year 2004, generating aboutUS$2.2 billion (A$3.0 billion) in revenue. Readymix’s major competitors are Boral and Hanson.  For the year ended March 31, 2005, Readymix’sestimated end use markets were 43% residential, 33% commercial and 24% civilconstruction.

 

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**iii.   Concrete pipe andreinforced concrete products**

 

Readymixproduces concrete pipe and reinforced concrete products through its Humesbusiness.  Based on Humes’ knowledge ofthe industry, Humes is one of the two leading suppliers in Australia withproduction of over 450 thousand tonnes a year. As at March 31, 2005, Humes operated 19 plants producing concrete pipe,pre-cast concrete products including pre-stressed beams, storm water pollutionprevention devices and other environmental products, concrete sleepers andflooring products.

 

The Australiancivil infrastructure market was estimated, based on Humes’ knowledge of theindustry to be 1.3 million tonnes in calendar year 2004, generating more thanUS $350 million (A$470 million) in revenue. For the year ended March 31, 2005, Humes’ estimated end use markets werecivil 95% and commercial construction 5%. Humes’ main competitor is Rocla Pipeline Products, and there are alsosmall companies who compete in individual regional sectors of the market.

 

**iv.    Cement**

 

At thebeginning of fiscal year 2004, Readymix held a 50% interest in ACH, a jointventure with Hanson Australia Pty Ltd. On June 1, 2003, ACH merged with QCL, a 100% owned Holcimsubsidiary, to form Australia’s largest cement manufacturer, based on Readymix’sknowledge of the industry, Cement Australia Holdings Pty Ltd.  Readymix holds 25% of the new company, Hansonholds 25%, and QCL holds the remaining 50%. Annualized production volumes are in excess of 3.5 million tonnes ofwhich approximately 75% is sold internally to shareholders.

 

The size ofthe Australian market for cement and cement blends was estimated by theAustralian Bureau of Statistics to be about 8.9 million tonnes for the calendaryear 2004, generating in excess of US$887 million (A$1,200 million) inrevenue.  Cement Australia’s maincompetitors in cement are Boral Blue Circle Cement, Adelaide Brighton Limitedand imported cement.

 

Additionally,Cement Australia owns 100% of Pacific Lime which produces high grade limitedproducts and a 50% interest in Australian Steel Mill Services which isresponsible for processing of blast-furnace slag, a by-product of iron andsteel making at the BHP Steel facility at Port Kembla in New South Wales.

 

**v.     Asphalt**

 

The Emoleumjoint venture is one of the leading pavement and road-surfacing producers inAustralia, based on Readymix’s knowledge of the industry.  CSR’s 50% interest in Emoleum was transferredto Readymix on March 27, 2003. Vacuum Oil Company Pty Limited, a subsidiary ofMobil Oil Australia Pty Limited, holds the other 50% interest.  Emoleum produces a wide range of roadsurfacing products that are used for new roads and the maintenance of existingroads. The Australian Bureau of Statistics estimated the value of theAustralian asphalt and road-surfacing market for the year ended December 31,2004 to be about US$540 million (A$740 million), Emoleum operated 29 plantsacross Australia and produced in excess of 1.7 million tonnes of asphalt duringthe year.  Emoleum’s major competitorsare Boral, Pioneer Road Services and Astec.

 

**7.**              Government Regulation

 

The businessactivities of Rinker group companies in each country where they operate aresubject to and affected by laws and regulations relating to the environment,health and safety, and other regulatory matters.

 

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*Environment, health and safety*

 

Rinker Materials’operations are 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 UnitedStates, environmental, health and safety laws and regulations are promulgatedand overseen by a variety of federal, state and local bodies, among these arethe US Environmental Protection Agency, state environmental protectionagencies, the US Army Corps of Engineers, various state water managementdistricts, the US Occupational Safety and Health Administration, the US MineSafety and Health Administration, various state occupational health and safetyagencies, and local zoning boards.

 

For Readymix,Australia’s principal laws governing environmental and sustainable managementof natural and physical resources are contained in legislation and regulationsenacted by the Commonwealth Government and the states and territories of theCommonwealth of Australia.  This body oflegislation regulates the operations of companies principally in regard to air,water and noise emissions, waste disposal, land contamination, and the handlingand storage of environmentally hazardous chemicals and dangerous goods.  The principal environmental regulators inAustralia are the state Environmental Protection Agencies/Authorities and, atthe federal level, Environment Australia/Department of Environment andHeritage.  The principal safetyregulators to which Readymix is subject are the state workers’ compensationauthorities and state mine authorities.

 

RinkerMaterials and Readymix have implemented comprehensive safety, health andenvironmental management systems.  Thesesystems are based on US, Australian and international standards and set out therequirements for managing and monitoring environmental impacts acrossoperations.  Sites are routinely auditedfor 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 certain statutorily-definedcategories of parties, including companies that sent wastes to a contaminatedthird party site.  Rinker Materials hasbeen named as a potentially responsible party at five sites requiringenvironmental remediation.  Theseliability claims are expected to be resolved without having a material effecton Rinker group companies.  The Rinkergroup holds provisions for anticipated clean up costs and does not expect toincur 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 thedemerger, as between Rinker and CSR, Rinker is responsible for any liabilitiesand costs associated with environmental contamination and compliance in respectof the businesses 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 withenvironmental contamination and compliance in respect of the businesses ownedby CSR group companies after the demerger, irrespective of when thecontamination occurred or the liabilities or costs arise.

 

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*Antitrust (trade practices) laws*

 

Rinker groupcompanies in the United States are subject to antitrust laws.

 

Rinker groupcompanies in Australia are subject to regulation by the Australian Competitionand Consumer Commission (“ACCC”) which administers the Trade Practices Act1974.  Rinker group entities are fromtime to time involved in investigations conducted by the ACCC.

 

Antitrust orcompetition considerations may restrict business activities within the Rinkergroup and the ability to grow through acquisitions or participate in industryrationalization in particular geographic markets.

 

**8.**              Marketing channels and sales methods

 

Details ofmarketing channels and sales methods are included in the business analysisabove. Customers include a range of commercial building and constructioncompanies, government departments and a variety of trades and individuals.Sales personnel operate from central regional locations or individual operatingfacilities.

 

Rinker’s managementdoes not believe the loss of any single contract would have a material impacton the Rinker group’s performance.

 

**9.**              Source and availability of raw materials and inputs

 

A largeproportion of the raw materials and inputs used in Rinker group entities’products are bulk commodities, which are either produced internally or arepurchased under contract or agreements with outside vendors.  Rinker’s management is not aware of anyrestrictions on the availability of raw materials, under normal circumstancesand subject to normal competitive forces, which would materially impact theRinker group’s result.

 

**10.**       Corporate and securities regulation

 

As anAustralian company, Rinker is subject to corporate regulation by (principally)the Australian Securities and Investments Commission.  Because its ordinary shares are listed on thesecurities exchange operated by ASX, Rinker is also subject to regulation byASX.

 

Rinker filesperiodic reports and other information with the SEC, including this annualreport on Form 20-F.  Rinker alsofurnishes to the SEC on Form 6-K its semi-annual consolidated financialstatements, prepared in accordance with Australian GAAP, and other materialinformation on Form 6-K that Rinker makes public in Australia or providesto its shareholders.  See “Where you canfind more information about Rinker Group Limited.”  Furthermore, as its ordinary shares areregistered under the Securities Exchange Act of 1934 and American DepositaryShares (“ADSs”) representing its ordinary shares are listed for trading on theNYSE, Rinker is subject to various US corporate governance requirementsincluding those resulting from the enactment of the Sarbanes-Oxley Act of 2002 and those promulgated by the NYSE.

 

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

 

Rinker has agroup of more than 50 subsidiaries in the United States, Australia andChina.  The complete list of theseentities, with their country of incorporation and percentage of Rinker’sownership, is listed at Note 36 to the financial statements included elsewhere inthis annual report.

 

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#### **D.**            Description of Property, Plant AndEquipment

 

Rinker’sprincipal executive offices are located at, Level 8, Tower B, 799 PacificHighway, Chatswood, New South Wales, 2067, Australia.

 

As at March 31,2005, Rinker group entities had over 700 production facilities in the UnitedStates, Australia and China.

 

These sitesinclude:

 
| **Facilities**                                       | ** ** | **Number** | ** ** |
|------------------------------------------------------|------------|------------|------------|
| Concrete (8 are 50% owned)                           |       | 399        |       |
| Quarries and sand (1 is 40% owned, 2 are  50% owned) |       | 177        |       |
| Pipe & concrete products                    |       | 66         |       |
| Asphalt (29 are 50% owned)                           |       | 49         |       |
| Concrete block                                       |       | 24         |       |
| Cement mills (3 are 25% owned)                       |       | 5          |       |

 

In addition,Rinker group entities have a number of distribution sites.

 

As a result ofthe demerger, CSR’s beneficial 40% interest in Penrith Lakes DevelopmentCorporation Limited (“PLDC”), which extracts the majority of the aggregates forthe Sydney region, was transferred to Readymix. Boral and Hanson own 40% and 20% respectively of PLDC.  Readymix has agreed to share future profitsproduced from land sales equally with CSR. A significant portion of the PLDC land holdings have been identified ashaving potential, subject to planning approvals, for a major urban landdevelopment, creating up to 4,900 residential lots.

 

Managementbelieves that the facilities of Rinker group entities are suitable and adequatefor its present needs and are well maintained and in good operatingcondition.  The Rinker group entitiescarry insurance covering property and casualty and certain other risks to whichtheir facilities 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 most significant single facility is FECquarry, which is discussed below.

 

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The followingtable is a list of the principal facilities in the Rinker group. This list isnot intended to be a complete list of all the Rinker group’s operatinglocations. Principal facilities are owned by Rinker group entities unlessstated 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              |   | Aggregates |
| Brooksville Quarry                |       | Florida      |       | USA              |   | Aggregates |
| Krome Quarry (leased)             |       | Florida      |       | USA              |   | Aggregates |
| Macon Quarry (partially leased)   |       | Georgia      |       | USA              |   | Aggregates |
| Everett Quarry                    |       | Washington   |       | USA              |   | Aggregates |
| Alico Quarry (leased)             |       | Florida      |       | USA              |   | Aggregates |
| Dogwood Quarry (partially leased) |       | Georgia      |       | USA              |   | Aggregates |
| St Catherine Quarry (leased)      |       | Florida      |       | USA              |   | Aggregates |
| Davenport Sand                    |       | Florida      |       | USA              |   | Aggregates |
| 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 |
| 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 |

 

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| **RINKER MATERIALS SITE**       | ** ** | **LOCATION** | ** ** | **PRODUCT SOLD** |
|---------------------------------|------------|--------------|------------|------------------|
| 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 |

 

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(1)          40%beneficial interest in quarry land held through PLDC.  See above.

 

(2)          TheFEC quarry near Miami is one of the largest volume quarries in the US,producing about 12.5  million tons ofaggregate each year. Its in-situ reserves are estimated to be about 320 milliontons of aggregate, and comprises approximately 10% of Rinker Materials’ totalestimated recoverable reserves as at March 31, 2005. For the fiscal yearended March 31, 2005, aggregate accounted for about 27% of RinkerMaterials’ trading revenue. About 13% of Rinker Materials’ total aggregatetrading revenue is derived from the FEC quarry in Florida. Accordingly, RinkerMaterials’ revenues could be materially adversely affected if its access to theaggregate reserves of FEC quarry for both internal use and external sale wererestricted.

 

*Environmental issues affecting properties, plant andequipment*

 

Certainenvironmental issues that are potentially material to the operations ofbusinesses in Rinker group companies are discussed below:

 

*Lake Belt Permit Challenge*.  Rinker Materials holds one and is thebeneficiary of one other of 12 federal mining permits granted for the Lake Beltarea in South Florida.  The permit heldby Rinker Materials covers Rinker Materials’ SCL and FEC quarries.  Rinker Materials’ Krome quarry is operatedunder one of the other permits.  The FECquarry is the largest of Rinker Materials’ quarries measured by volume ofaggregates mined and sold.  See Item 3.D.“Risk Factors — Land use, governmental laws and regulations.”  Various governmental agencies are involved inlitigation brought by environmental groups concerning the manner in which all12 permits were granted.  The plaintiffsallege that the relevant governmental agencies acted capriciously, abused theirdiscretion and failed to comply with administrative regulations and proceduresand to consider all appropriate information when issuing the permits.  The plaintiffs seek to set aside the permitsand to enjoin the relevant governmental agencies from granting furtherpermits.  Although not named as adefendant, Rinker Materials has intervened in the proceedings to protect itsinterests.  The proceedings arecontinuing and it is not possible to determine the likely outcome or whatimpact that will have on Rinker Materials’ operations.  If the Lake Belt permits, including the keypermits for the SCL, FEC and Krome quarries were ultimately set aside, RinkerMaterials and the other industry participants with quarries in the Lake Beltregion would need to source aggregates, to the extent available, from otherlocations in Florida or import aggregates. This would likely result inincreased costs and other adverse operational effects on Rinker Materials.However, Rinker believes that its permits were validly issued and does notbelieve that there is a material risk of such an outcome.

 

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*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 not defendants inany silicosis litigation at present. Rinker group has a comprehensive workplace silica exposure monitoringprogram in place with current exposure action levels in accord with therecommendations of a number of independent occupational healthorganizations.  Rinker group’s permittedexposure limits are well below the applicable US and Australian standards.

 

*Waste Disposal*:  In the United States, regulated solid andhazardous wastes are sent to licensed third party sites.  Rinker Materials also operates permittedconstruction and demolition debris landfills in Everett, Washington and Miami,Florida.  In Miami, Florida, RinkerMaterials operates a facility that receives petroleum contaminated soils fromoutside sources, burns the soils in a kiln to remove the petroleum and uses theclean soils in its cement manufacturing process.

 

*Quarry Reclamation*:  Permits for some of the Rinker group’squarries require reclamation activities to be performed when quarry activitiescease.  Costs related to thesereclamation obligations are not expected to be material to the Rinker group.

 

## **Item 5**                                      Operatingand Financial Review and Prospects

 

### **SignificantEvents in fiscal year 2005**

 

•                  Rinker divested two “non-core” businesses.  In December 2004 the prestress concretemanufacturing business was sold to Coreslab Structures for total cash proceedsof around US$45 million.  This includesUS$33 million received from the purchaser and approximately US$12 millionexpected to be realized from the liquidation of working capital retained byRinker.  In February 2005 thePolypipe plastic pipe and liner operations were sold to the Halifax Group forproceeds of around US$67 million.

 

•                  In May 2004 Rinker commenced the on-marketrepurchase of shares pursuant to the February 19, 2004 announcement thatit would conduct a buyback of up to 10% of ordinary shares.  During the fiscal year ended March 31,2005, 4,000,028 shares were purchased representing 0.4% of Rinker’s issuedcapital.

 

### **Eventssubsequent to March 31, 2005**

 

•                  Between April 1,2005 and May 12, 2005 a further 4,270,446 shares were repurchased,representing 0.4% of Rinker’s issued capital. On May 12, 2005, Rinker announced the commencement of a new 12month on-market share buyback program of up to 10% of Rinker’s ordinaryshares.  The effect of this transactionhas not been recognized in the financial statements for the year ended March 31,2005 because it occurred after March 31, 2005.

 

•                  On April 15, 2005,Rinker announced that it was altering the conversion ratio of its AmericanDepositary Receipts (ADR’s), listed on the NYSE.  The change became effective on April 27,2005 and means that each ADR represents 5 ordinary Rinker shares.  Prior to the change, each ADR represented 10ordinary shares.  This change will haveno effect on the financial statements of the Rinker group.

 

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•                  On April 22, 2005, a Rinker Materials subsidiarydisposed of a property at Buffalo Road, Las Vegas, Nevada, for net proceeds ofUS$33.6 million. The effect of this transaction has not been recognized in thefinancial statements for the year ended March 31, 2005 because it occurredafter March 31, 2005.  A gain ondisposal of approximately US$30 million, or A$39 million, is expected to berecognized in the financial statements for the year ended March 31, 2006.

 

### **Basisof preparation and presentation**

 

The financialstatements for fiscal year 2005 included elsewhere in this annual reportinclude Rinker and its controlled entities.

 

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

 

In preparationfor Rinker’s demerger from CSR, a number of heavy building materials businesseswere transferred to Rinker subsidiaries at different times during fiscal year2003. In addition, a number of sugar and light building products businesseswere transferred out of Rinker subsidiaries at different times during thefiscal year 2003.  As a consequence, theresults of the Rinker group as a statutory entity for fiscal year 2003 andprevious fiscal years did not reflect the businesses that now comprise theRinker group. Under Australian GAAP, all of these acquisitions were accountedfor at net fair value. Under US GAAP, the internal transactions were accountedfor as entities under common control. To consummate the demerger, CSR effecteda capital reduction and distribution to its shareholders in an amountequivalent to the value of Rinker after the internal transfers were completed.The entitlement of CSR’s shareholders to the capital reduction and distributionwas ultimately satisfied in the demerger through the distribution to CSR’sshareholders of ordinary shares in Rinker on a one-for-one basis.

 

The financialstatements included elsewhere in this annual report have been prepared inaccordance with Australian Accounting Standards and other mandatoryprofessional reporting requirements. These standards and reporting requirements form part of AustralianGAAP.  A reconciliation of the majordifferences between these principles and those applicable under US GAAP isincluded as Note 40.

 

The financialstatements included elsewhere in this annual report have been prepared inaccordance with the historical cost convention, except for certain assets,which are at deemed cost. Unless otherwise stated, the accounting policiesadopted are consistent with those of the previous fiscal years.

 

Theconsolidated financial statements for fiscal year 2003 have been prepared on acarve-out basis and include the financial position, financial performance andcash flows of Rinker Materials’ United States businesses and of the Readymixbusinesses that were transferred to the Rinker group from CSR prior to thedemerger.  These financial statementshave been prepared from historical accounting records of the CSR group andpresent all of the operations of the businesses as if the Rinker group had beena separate economic entity inclusive of all of these businesses for fiscal year2003.  The historical financialinformation presented for fiscal year 2003 in this annual report is not indicativeof the Rinker group’s future financial performance.

 

An estimate ofgeneral corporate overheads related to corporate headquarters and commonsupport divisions has been included in the fiscal year 2003 consolidatedstatements of financial performance based on amounts previously incurred byCSR, less those amounts considered specific to the remaining businesses ofCSR.  Management believes that theallocation basis is reasonable. Following the demerger, Rinker performed these functions using its ownresources or purchased services and was responsible for the costs and expensesassociated with the management of a public company.

 

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Changes toequity in the periods presented arise from net income or loss, othercomprehensive income and other deemed contributions/distributions with CSR.

 

RinkerMaterials, historically a 100% owned subsidiary of Rinker, held externaldebt.  In addition, other financing wasobtained through CSR or its 100% owned subsidiary, CSR Finance Limited. Otherbusinesses, previously owned by CSR were funded through equity contributions.

 

Prior to thedate of the demerger, the consolidated statement of financial position,therefore, includes all of the external debt and interest bearing intercompanydebt.  The statement of financialperformance for fiscal 2003 and previous years includes the associated interestexpense.

 

### **Criticalaccounting policies**

 

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

 

A US GAAPreconciliation to Australian GAAP is provided in Note 40 to the financialstatements. The principal difference in fiscal year 2005 relates to theamortization of goodwill (US$56.3 million).

 

Based on acritical assessment of the Rinker group’s accounting policies and theunderlying judgments and uncertainties affecting the application of thosepolicies, Rinker’s management believes that the financial statements for fiscalyear 2003 provide a fair perspective of the Rinker group as it existed afterthe demerger.

 

The accountingpolicies under Australian GAAP and US GAAP that Rinker management believes arecritical to understanding the Rinker group’s financial performance andfinancial condition are discussed below.

 

*Use of estimates and assumptions*

 

In applyingAustralian GAAP and US GAAP, Rinker group entities’ management will often berequired to make individual estimates and assumptions regarding expectedoutcomes or uncertainties.  Actualresults or outcomes 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 individual estimatesand assumptions generally do not involve a level of risk or uncertainty thatwould be material to the financial statements of the Rinker group as a wholebecause, although numerous, they generally are relatively immaterial in amount.

 

There areestimates and assumptions made by management in preparing the financialstatements of the Rinker group for which actual results will emerge over longperiods of time. Although there is greater risk with respect to the accuracy ofthese long-term estimates and assumptions because of the long period over whichactual results will emerge, Rinker group’s management believes that such riskis mitigated by its ability to closely monitor and periodically adjust theseestimates and assumptions over the same long period.

 

*Depreciation lives of property, plant and equipment*

 

Rinker groupentities depreciate their property, plant and equipment over their estimateduseful lives.  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.

 

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TheRinker group had US$1,758 million of property, plant and equipment in itsstatement of financial position as at March 31, 2005 and depreciation anddepletion on those assets totaled US$180 million for the year ended March 31,2005, or approximately 10% of book asset value. Depreciation in fiscal year2004 amounted to US$162 million, or approximately 9% of book asset value.  The annual review of the recoverable value ofnon current assets is undertaken to determine whether there are any materialerrors in judgment in respect of the rate of depreciation of property, plantand equipment impacting the carrying value of those assets.

 

*Impairment and recoverable value of non-current assets*

 

UnderAustralian GAAP, the Rinker group is required to write-down non-current assetsto their estimated recoverable amount based on their proposed future use.Recoverable amounts involve significant judgments by Rinker group entities’management and represent the estimated current value of the cash flows arisingfrom the continued use or the sale of the non-current assets. In calculatingrecoverable amounts, Rinker group entities discount cash flows to presentvalue. Management calculates 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 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 atleast annually and any assets with a carrying value not supported by theirdiscounted future cash flows are written down to their estimated recoverableamount. Sensitivity analysis is applied to the calculation of future cash flowsto 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 immediatelyin earnings.  There were no materialimpairment losses in fiscal year 2005. Details of impairment losses in the fiscal year 2004 are included on page 67in the management discussion and analysis of Prestress results.  There were no material impairment losses infiscal year 2003.

 

Asdescribed in Note 40 of the financial statements, prior to adoption ofAustralian Accounting Standard AASB No. 1041 “Revaluation of Non-CurrentAssets” (“AASB 1041”) by the Rinker group from April 1, 2001, AustralianGAAP allowed non-current assets to be revalued upwards through an assetrevaluation reserve. Such revaluations of assets were not allowed under US GAAPand so were reversed in presenting the US GAAP reconciliation. The depreciationcharge on the revaluation increment of revalued assets was also reversed for USGAAP 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 and equipmentcarrying amounts as at March 31, 2001 to be their cost going forward. Thismeans that the asset revaluation reserve was fixed as at April 1, 2001,and write-downs of assets may no longer be made through the asset revaluationreserve.  Assets which had previouslybeen revalued upwards will still require a US GAAP adjustment for depreciationand profit on disposal.

 

UnderUS GAAP, property, plant and equipment and intangible assets with finite usefullives are tested for impairment when an event or change in circumstanceindicates that the carrying amount of the asset may not be recoverable.  Recoverability of such assets is measured bya comparison of the carrying amount of the asset (as adjusted from AustralianGAAP to US GAAP) to future undiscounted net cash flows expected to be generatedfrom the assets’ use.  When the cash flowanalysis indicates an asset is impaired, the impairment loss to be recognizedis measured 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.

 

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*Amortization of goodwill*

* *

UnderAustralian GAAP, Rinker group entities currently amortize goodwill over amaximum of 20 years on a straight-line basis. As at March 31, 2005 the carrying value of goodwill was US$749million.  The amortization expense infiscal year 2005 amounted to US$56.3 million and amounted to US$56.5 million infiscal year 2004.  Any unamortizedgoodwill is included in asset values that are tested at least annually forimpairment.

 

Forpurposes of impairment testing management projects the cash flows utilizingforecasts of how the business is expected to operate based on the currentperformance and business environment but taking into account expected futurechanges.  These include approvedstrategic initiatives by the Rinker group, and any expected external factorssuch as economic activity levels, degree of competition and the relevant Rinkergroup entity’s position in the market for the business under review. Rinkergroup entities’ management review these cash flow projections at least annuallyand any assets with a carrying value not supported by their discounted future cashflows are written down to their estimated recoverable amount. Sensitivityanalysis is applied to the calculation of future cash flows to determinewhether the asset carrying value is supported under different assumptions.

 

ForUS GAAP purposes pursuant to Statement of Financial Accounting Standards (“SFAS”)No. 142, “Goodwill and Other Intangible Assets,” effective April 1,2002, the Rinker group does not amortize goodwill but reviews the carryingvalue for impairment on an annual basis and on an interim basis when impairmentfactors indicate.  The identification andmeasurement of goodwill impairment involves the estimation of the fair value ofreporting units based on future cash flows.

 

Impairmentlosses are measured as the amount by which the carrying value of goodwillexceeds their recoverable amount as calculated above.  Impairment losses are recognized immediatelyin earnings.

 

*Provision for*uninsured losses and future claims

* *

Rinker group companies retain significant liability forworkers compensation, automobile liability, product, and general liabilityclaims, as well as certain liabilities for employee medical claims underbenefit programs.  Rinker group companieshave insurance coverage above the retained liability for each claim and anaggregate amount for each year.

 

Management believes that adequate provision has been madefor all known claims and for the value of probable future claims to the extentsuch claims can be measured reliably. Measurement is based on the annual report of an independent actuary.

 

**Newaccounting standards**

 

*Australian Standards*

 

Rinkercurrently reports under Australian GAAP, but is required by the AustralianFinancial Reporting Council to adopt A-IFRS for fiscal year 2006.  Rinker has included in Note 39 to the auditedfinancial statements included elsewhere in this annual report its assessment ofthe impact of the adoption of A-IFRS. The principal areas expected to be impacted by the adoption of A-IFRSare goodwill, impairment of assets, employee benefits (superannuation),taxation, derivatives (interest rate swaps), restoration and environmentalrehabilitation provisions and functional and presentation currency.

 

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*US Standards*

* *

*In January 2003, theFinancial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”)No. 46.  “Consolidation of VariableInterest Entities – an interpretation of ARB No. 51” (“FIN 46”).  The interpretation addresses consolidation bybusiness enterprises of Variable Interest Entities (“VIEs”) that either:  (1) do not have sufficient equityinvestment at risk to permit the entity to finance its activities withoutadditional subordinated financial support, or (2) the equity investorslack an essential characteristic of 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 primary beneficiary of an existingVIE that will require consolidation or, (2) the enterprise will hold asignificant variable interest in, or have significant involvement with, anexisting VIE.  In December 2003, theFASB further revised FIN 46 through FIN No. 46R, “Consolidation ofVariable Interest Entities” (“FIN 46R”). FIN 46R changes the effective date for certain entities and makes othersignificant changes to FIN 46 based on implementation issues that arose during2003.  The Rinker Group adopted FIN 46Ron April 1, 2004.  The Rinker Groupfound no material entities that would be judged to be VIEs and therefore theadoption of FIN 46R had no impact on the consolidated financial statements.*

* *

InDecember 2004, the FASB issued FASB Staff Position (“FSP”) No. 109-1 “Applicationof FASB Statement No. 109, “Accounting for Income Taxes,” to the TaxDeduction on Qualified Production Activities Provided by the American JobsCreation Act of 2004” (“FSP 109-1”).  FSP109-1 clarifies that the deduction for qualified domestic production activitiesshould be accounted for as a special deduction under SFAS No. 109, “Accountingfor Income Taxes.”  As such, the special deduction has no effect ondeferred tax assets and liabilities existing at the date of enactment. Rather,the impact of this deduction will be reported in the period in which thededuction is claimed on the Rinker group tax return beginning in fiscal year2006.  Rinker is still evaluating theimpact of FSP 109-1 on tax expense in future years.

 

InMarch 2005, the FASB ratified the consensus reached by the Emerging IssuesTask Force on Issue No. 04-6 “Accounting for Stripping Costs Incurredduring Production in the Mining Industry” (“EITF 04-6”).  EITF 04-6 requires that stripping costsincurred during the production phase of a mine are variable production coststhat should be included in the cost of the inventory produced during the periodthat the stripping costs are incurred. The consensus is effective for the first reporting period in fiscalyears beginning after December 15, 2005, with early adoptionpermitted.  The Rinker group has electedto adopt EITF 04-6 as of April, 2004. The impact on the Rinker group is set out in Note 40W to the financialstatements.

 

InNovember 2004, the FASB issued SFAS No. 151, “Inventory Costs—AnAmendment of ARB No. 43, Chapter 4” (“SFAS No. 151”). SFAS No. 151amends the guidance in Accounting Research Bulletin (“ARB”) No. 43,Chapter 4, “Inventory Pricing” (“ARB” No. 43”), to clarify the accountingfor abnormal amounts of idle facility expense, freight, handling costs, andwasted material (spoilage). Among other provisions, the new rule requiresthat items such as idle facility expense, excessive spoilage, double freight,and rehandling costs be recognized as current-period charges regardless ofwhether they meet the criterion of “so abnormal” as stated in ARB No. 43.Additionally, SFAS No. 151 requires that the allocation of fixedproduction overheads to the costs of conversion be based on the normal capacityof the production facilities. SFAS No. 151 is effective for fiscal yearsbeginning after June 15, 2005. Rinker is currently evaluating the effect that the adoption of SFAS No. 151will have on its consolidated financial position, results of operations or cashflows but does not expect SFAS No. 151 to have a material impact.

 

InDecember 2004, the FASB, issued SFAS No. 123 (revised 2004), “ShareBased Payment” (“SFAS 123R”), which replaces SFAS 123, “Accounting forStock-Based Compensation” (“SFAS 123”) and supersedes Accounting PrincipleBoard (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”.  SFAS 123R, addresses the accounting forshare-based payments transactions in which an enterprise receives employeeservices in exchange for either equity instruments of the enterprise or

 

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liabilitiesthat are based on the fair value on the enterprise’s equity instruments or thatmay be settled by the issuance of such equity instruments.  This statement eliminates the ability toaccount for share-based compensation transactions using an intrinsic valuemethod as prescribed under APB 25, and generally requires that such transactionbe accounted for using a fair value based method (based on the most appropriatemodel to calculate the value of the options) and recognised as an expense.  The Rinker group will also be required todetermine the transition method (the prospective or retrospective adoptionoptions) to be used at the date of adoption. SFAS 123(R) will be effective for the Rinker group as of April 1,2006.  Rinker group is currentlyevaluating the impact SFAS 123(R) will have on its consolidated financialposition, results of operations and cash flows.

 

InDecember 2003, the Medicare Prescription Drug, Improvement andModernization Act of 2003 (“the Act”) was signed into law.  The Act introduced a prescription drugbenefit under Medicare Part D and a federal subsidy to sponsors ofretirement health care plans that provide a benefit that is at leastactuarially equivalent to Medicare Part D. In accordance with FASB Staff Position (“FSP”) No. 106-1, “Accountingand Disclosure Requirements Related to the Medicare Prescription Drug,Improvement and Modernization Act of 2003” (“FSP 106-1”), the Rinker groupelected to defer recognizing the effect of the Act on the accounting for itspostretirement benefit plans until authoritative accounting guidance wasissued.  FSP 106-1 is effective as of thefirst period beginning after June 15, 2004.  In May 2004, the FASB issued FSP No. 106-2,“Accounting and Disclosure Requirements Related to the Medicare PrescriptionDrug, Improvement and Modernization Act of 2003” (“FSP 106-2”) which supersedesFSP 106-1 and provides final guidance on accounting for the Act.  The Rinker group will adopt the provisions ofFSP 106-2 for the year ending March 31, 2006.  The Rinker group is currently evaluating theimpact FSP 106-2 will have on its consolidated financial position or results ofoperations.

 

InDecember 2004, the FASB issued SFAS No. 153, “Exchanges ofNonmonetary Assets—An Amendment of APB Opinion No. 29, Accounting forNonmonetary Transactions” (“SFAS 153”). SFAS 153 eliminates the exception fromfair value measurement for nonmonetary exchanges of similar productive assetsin paragraph 21(b) of APB Opinion No. 29, “Accounting for NonmonetaryTransactions,” and replaces it with an exception for exchanges that do not havecommercial substance.  SFAS 153 specifiesthat a nonmonetary exchange has commercial substance if the future cash flowsof the entity are expected to change significantly as a result of theexchange.  SFAS 153 is effective for thefiscal periods beginning after June 15, 2005.  Rinker is currently evaluating the effectthat the adoption of SFAS 153 will have on its consolidated financial position,results of operations or cash flows but does not expect it to have a materialimpact.

 

#### **A.**            Managementdiscussion and analysis of the financial results

 

**Managementdiscussion and analysis – executive summary**

 

Duringthe three fiscal years ended March 31, 2003 through March 31, 2005the Rinker group’s trading revenue has grown by 46% from US$2,956 million toUS$4,312 million, EBIT has increased by 79% from US$394 million to US$707million, and net profit attributable to members of Rinker has doubled fromUS$216 million to US$433 million.

 

Thisfinancial performance and growth has been primarily influenced by the level ofactivity in the US and Australian construction materials industries, theability to acquire businesses and expand and improve heritage operations withinthe group, and by capitalizing on leadership and cost advantages of verticallyintegrated operations.  A summary ofthese factors is contained below in the detailed management discussion andanalysis that follows.

 

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**Constructionmaterials industry**

 

Thelevel of construction activity in the residential, commercial and civilsegments of the US and Australian construction materials industry has created afavorable environment for the Rinker business during the last three fiscalyears.

 

Inthe US, Dodge estimates that total construction expenditure has grown at anaverage annual rate of 7.1% from US$478 billion in calendar year 2002 to US$549billion in calendar year 2004.  InFlorida, expenditure has grown at an annual rate of 17.3% from US$40 billion toUS$55 billion over the same period.  Inboth the US overall and in Florida, this growth has been driven by theresidential market segment.  RinkerMaterials, as one of the largest heavy building materials companies in the USwith strong number 1 or 2 market positions in most of its served market areas,has benefited by this expansion with significant growth in volumes, tradingrevenue and EBIT in each of the Aggregate, Cement, and Concrete, Block andAsphalt segments.

 

Thetable below sets out volumes in these segments and highlights the growth thathas been obtained.  The increase inrevenue has been driven by the additional volume.  Volumes include the benefit of acquisitionsthat have been made during this period.

 
| ** **                     | ** ** | **Volume****Year Ended March 31** | ** ** | **Increase  2003 to 2005** | ** ** | **Revenue  Year Ended March 31** | ** ** | **Increase  2003 to 2005** | ** ** |
|--------------------------------|------------|----------------------------------------|------------|----------------------------|------------|---------------------------------------|------------|----------------------------|------------|
| ** **                     | ** ** | **2003**                               | ** ** | **2005**                   | ** ** | **Unit**                              | ** ** | **%**                      | ** ** | **2003** | ** ** | **2005** | ** ** | **US$m** | ** ** | **%** | ** ** |
| **Rinker  Materials**          |       |                                   |       |                       |       |                                  |       |                       |       |   |   |   |   |   |   |   |   |
| Aggregate –  m tons       |       | 75.0                                   |       | 96.5                       |       | 21.5                                  |       | 29                         | %          | 626 |   | 907 |   | 281 |   | 45 | % |
| Cement – m  tons          |       | 3.5                                    |       | 3.9                        |       | 0.4                                   |       | 13                         | %          | 327 |   | 421 |   | 94 |   | 29 | % |
| **Concrete,  Block, Asphalt**  |       |                                   |       |                       |       |                                  |       |                       |       | 1,010 |   | 1,637 |   | 627 |   | 62 | % |
| Concrete – m  cubic yards |       | 11.1                                   |       | 15.8                       |       | 4.7                                   |       | 42                         | %          |   |   |   |   |   |   |   |   |
| Block – m  units          |       | 137                                    |       | 180                        |       | 43                                    |       | 32                         | %          |   |   |   |   |   |   |   |   |
| Asphalt – m  tons         |       | 2.1                                    |       | 4.1                        |       | 2.0                                   |       | 93                         | %          |   |   |   |   |   |   |   |   |

 

----

m = million

 

Acrossthese segments, EBIT has risen from US$277 million in fiscal year 2003 toUS$478 million in fiscal year 2005.

 

Rinkers’other US segments are Concrete Pipe and Products and Other (comprising Polypipepolyethylene pipe (sold in February 2005), Prestress prestressed concreteproducts (sold in December 2004), gypsum supply, and Rinker Materialsunallocated corporate and other costs) and have experienced more cyclicalfinancial performance.

 

Inthe Concrete Pipe and Products segment, activity is more exposed to the civilmarket segment and our plants participate in regional markets in 31 states,which have been subject to more cyclical markets.  During fiscal years 2003 and 2004 competitiveconditions in certain markets precluded recovery of cost inflation in sellingprices, while from fiscal year 2004 to 2005 conditions were more favorable, thebenefits of prior year facility rationalization have been realized, andaggressive cost reductions were implemented, enabling a restoration of margins.

 

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Inthe Other segment, EBIT increases in Gypsum supply and Polypipe have beenpartially offset by reductions and rationalization charges in Prestress.  Both the Prestress and Polypipe operationswere considered “non-core” and had been slated for divestment for sometime.  During the fiscal year 2005 thebusinesses were sold for US$100 million in proceeds, with a US$15 millionpre-tax loss on the sale of Prestress partly offset by a US$8 million pre-taxgain on the sale of Polypipe. Rinker Materials continues to participate in theGypsum supply business, which is largely Florida based and over the last 2years has benefited from the strong residential market.

 

InAustralia, the Readymix financial results have similarly benefited fromincreased construction activity, improving from a trough that occurredfollowing completion of many 2000 Olympic construction projects andimplementation of the GST.

 

**Acquisitions**

 

Akey contributor to the improvement in Rinker’s financial performance has beengrowth through acquisition.  Majoracquisitions are summarized on pages 26 and 27.

 

Acquisitionsthat had not been included in Rinker results for a full prior year before fiscalyear 2003 contributed 18% of fiscal year 2005 trading revenue and 15% ofEBIT.  They represent 58% of the growthin trading revenue and 34% of the growth in EBIT during this three year period.

 

Duringthe three year period ended March 31, 2005, Rinker’s major acquisition wasKiewit in September 2002.  In fiscalyears 2004 and 2005 acquisitions have been smaller and have strengthened marketpositions and provided pull-through profits (from the vertically integratedbusiness) rather than the large step-out growth initiated by Kiewit.

 

Therespective contributions of heritage operations and acquisitions to tradingrevenues and EBIT for fiscal year 2005 is set out in the following table:

 
| ** **   | ** ** | **Trading  Revenues  US$M** | ** ** | **EBIT  US$M** | ** ** | **Trading  Revenues  %** | ** ** | **EBIT  %** | ** ** |
|--------------|------------|-----------------------------|------------|----------------|------------|--------------------------|------------|-------------|------------|
|         |       |                        |       |           |       |                     |       |        |       |
| Heritage     |       | 3,528.8                     |       | 599.1          |       | 82                       | %          | 85          | %          |
| Acquisitions |       | 783.6                       |       | 107.6          |       | 18                       | %          | 15          | %          |
|         |       | 4,312.4                     |       | 706.7          |       |                     |       |        |       |

 

Theimportance of the contribution from acquisitions compared with heritageoperations is discussed in more detail in the segment review that follows thissummary.

 

**ManagingRinker’s vertically integrated business**

 

Akey Rinker Materials operating strategy is to hold a strong number 1 or number2 market position in terms of revenue in its served markets, and manage thebusinesses through integrated markets where the company’s concrete, block andasphalt operations source most of their aggregate and, in Florida, cementinternally. This enables operations to take a price leadership role to improvetrading revenue and EBIT and creates operational efficiencies across theintegrated system.

 

Duringthe last three fiscal years prices have generally increased at or aboveinflation levels. Operating cost increases associated with the increasedvolumes have been minimized.  Furtherdetail of

 

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thecontribution of price improvement to results is outlined in the segment reviewthat follows this summary.

 

InAustralia, Readymix is one of the top three companies in terms of revenue inmost of its markets.  Following a longperiod of inability to recover cost inflation in selling prices andinsufficient profitability, Readymix has in the last three fiscal yearsimplemented a price leadership strategy and obtained significant tradingrevenue and EBIT growth to exhibit good returns on the capital invested in thebusiness.

 

Operationalefficiencies have also been achieved by a culture of continuous improvementthrough the benchmarking of performance against competitors as well as theimplementation of operational improvement projects.  Businesses within the Rinker group have atrack record of generating significant cost improvement with total savings forthe fiscal year 2005 estimated at US$49 million.  There are currently more than 900 activeoperational improvement projects across the Rinker group.

 

Thefollowing table highlights the Rinker group’s ability to improve costs as apercentage of trading revenue during the last three fiscal years:

 
| ** **                                                     | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|----------------------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Trading  revenue                                               |       | 100.0    | %          | 100.0    | %          | 100.0    | %          |
| Cost of  sales                                                 |       | 55.8     | %          | 58.2     | %          | 59.8     | %          |
| Gross margin                                                   |       | 44.2     | %          | 41.8     | %          | 40.2     | %          |
| Warehouse  and distribution                                    |       | 19.1     | %          | 18.6     | %          | 17.8     | %          |
| Selling,  general & admin                             |       | 9.4      | %          | 9.9      | %          | 10.3     | %          |
| Other                                                          |       | 0.7      | %          | 0.0      | %          | 1.2      | %          |
| Profit from  ordinary activities before finance and income tax |       | 16.4     | %          | 13.3     | %          | 13.3     | %          |

 

Whilewarehouse and distribution costs have increased gradually over the three fiscalyears, this reflects an increased proportion of Rinker operations in aggregateand concrete where the freight cost in delivered product trading revenue isrelatively high compared to higher priced manufactured goods, such as concretepipe, prestressed concrete products and building materials. Fuel and oceanfreight costs have also increased at a faster rate than price increases.

 

Thefollowing discussion of the Rinker group’s operating results uses financialdata prepared under Australian GAAP.  SeeNote 40 to the financial statements included elsewhere in this annual reportfor a description of the principal differences between Australian GAAP and USGAAP as they relate to the Rinker group and a reconciliation of net profit andshareholders’ equity for the years and as of the dates therein indicated.

 

**1.**              General factorsaffecting the financial results of the Rinker group

 

*Overview*

 

Rinkergroup entities are manufacturers and suppliers of heavy building materialsprimarily in the US and Australia. In the US, Rinker’s subsidiary, RinkerMaterials, has five reporting segments: Aggregates; Cement; Concrete, concreteblock and asphalt; Concrete pipe and products; and Other, which includes gypsumsupply, prestressed concrete (sold in December 2004), polyethylene pipe(sold in February 2005) and Rinker Materials’ corporate overheads.

 

53

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InAustralia, Rinker’s subsidiary, Readymix, produces aggregate, concrete,concrete pipe and other concrete products. Readymix also holds substantial joint venture interests in cement andasphalt operations and operates a concrete business in China.

 

*Rinker Materials*

* *

RinkerMaterials’ operating results are primarily impacted by the level ofconstruction activity in the residential, commercial and civil segments of theconstruction materials industry. For the year ended March 31, 2005,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.

 

Economicand population growth, coupled with rising personal incomes and low mortgagerates, have resulted in substantial growth in US residential construction overthe last four years. Residential housing starts in the US in calendar years2004, 2003, 2002, 2001 and 2000 were estimated by the US Department of Commerceto have been 1.96, 1.85, 1.71, 1.60 and 1.57 million respectively, whichcompares to an average annual rate of 1.61 million housing starts betweencalendar years 1994 and 2004.

 

InFlorida, which accounted for about 50% of Rinker Materials’ trading revenuesfor the year ended March 31, 2005, the residential construction market hasoutperformed the US national average. Between calendar years 1999 and 2004,Dodge estimated an average annual growth of 19.1% in Florida residentialconstruction and building spending, compared to a US average of 11.2%.

 

Growthin the US economy and falling interest rates resulted in strong growth incommercial construction between 1999 and 2001. Dodge estimates that totalcommercial construction and building spending increased from US$132.6 billionin calendar year 1999 to US$139.9 billion in calendar year 2001. In calendaryears 2002 and 2003, commercial construction activity softened to US$134billion and US$126 billion respectively due to a number of factors principallyrelated to the weaker economic climate, but has strengthened in calendar year 2004to US$130 billion.  Florida constructionexpenditure has increased, from US$8.9 billion in calendar year 1999 to US$9.0billion in calendar year 2004.

 

RinkerMaterials’ exposure to the civil construction sector primarily relates to theconstruction of roads, highways and bridges. Civil construction activity in theUS has increased over the last five years with spending as estimated by Dodge,increasing from US$74.6 billion in calendar year 1999 to US$97.3 billion incalendar year 2004. This was primarily due to TEA-21, the legislated federalgovernment infrastructure spending program.

 

Betweenthe fiscal years ended 2003 and 2005, Rinker Materials’ volumes have increasedas a result of acquisitions, underlying growth in key residential and nonresidential construction markets, and the expansion of manufacturing anddelivery capacity to strengthen market positions.

 

Theacquisition of Kiewit in September 2002 provided step-out growth forRinker Materials into the very strong Arizona construction market, and hasbecome a regional platform for further expansion in western US states.  Arizona now accounts for approximately 15% ofRinker Materials revenue and growth in construction activity in that state continuesto be high compared to national averages. Smaller regional and bolt-on acquisitions have expanded the RinkerMaterials footprint and provided volume growth for the businesses in Nevada,Tennessee and Florida.

 

Capitalinvestment in new manufacturing facilities has also expanded productioncapacity in heritage operations.  In theFlorida operations in particular, during the last three years Rinker Materialshas constructed three new concrete plants, installed four new blockmanufacturing lines, and has significantly expanded the fleet of concretemixers and block delivery trucks to strengthen market positions and

 

54

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supplygrowing demand.  Rinker Materials hasalso invested to expand quarry production capacity to supply the increasedaggregate and sand requirements of the internal concrete and block operations,external manufacturers, and the buoyant road construction market.

 

RinkerMaterials’ financial performance is impacted by changes in prices for itsproducts. Pricing is determined by the level of demand and supply and thecompetitive environment in the various geographic and product markets in whichRinker Materials operates. In Florida, over the last three fiscal years, RinkerMaterials has achieved price growth in excess of inflation for the majority ofits products. In other regions, price increases have also generally been inexcess of inflation, particularly in fiscal year 2005 with the recovery incommercial construction markets.

 

*Readymix*

* *

Forthe fiscal year ended March 31, 2005, Readymix’s trading revenue wasestimated to have been derived approximately 25% from residential construction,45% from civil construction and the remaining 30% from commercial construction.

 

Overthe last three fiscal years activity in the residential segment has beeninfluenced by taxation 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 introductionof the Australian Federal Government’s First Home Owners Grant led to anincrease in residential commencements in the latter half of fiscal year 2002which continued through fiscal year 2003. Fiscal year 2005 saw a slight decline in residential commencements dueto two interest rate rises, in November 2004 and December 2004,however the decline has been mild by historic standards with the marketsupported by a strong economy, low levels of unemployment and higher underlyingdemand.

 

Thecommercial segment of the construction market has continued to strengthenduring the current fiscal year 2004 compared to 2003. According to theAustralian Bureau of Statistics total spending in the commercial segment hasgrown from US$11.1 billion (A$15.9 billion) in the year ended December 31,2003 to US$13.6 billion (A$18.4 billion) in the year ended December 31,2004.  Spending in the year to December 2002was estimated at US$8.1 billion (A$14.3 billion).

 

Civilconstruction in Australia is largely dependent on government infrastructureprograms. According to the Australian Bureau of Statistics spending in thecivil segment has risen from US$18.2 billion (A$26.1 billion) in the year endedDecember 31, 2003 to US$21.5 billion (A$29.1 billion) in the year ended December 31,2004. Spending in the year to December 2002 was estimated at US$12.8billion (A$22.7 billion).

 

Forthe year ended March 31, 2005 there was a decline in the residentialsegment but this was more than offset by an increase in activity across thecommercial and civil segments, which has positively impacted the Australianconstruction market.  Continued growth inthe civil segment over the next two years is largely dependent on a number ofapproved public and private infrastructure projects. These projects include theChatswood to Parramatta train line in Sydney, the Lane Cove Tunnel and theWestern Sydney Orbital motorway that have already started, and others which areapproved but not yet in progress, being the Mitcham-Frankston freeway inVictoria.

 

*Major acquisitions*

* *

Asdiscussed in “Item 4 - Information on the Rinker group” Rinker Materialsacquired Kiewit for US$540 million (net of cash) on September 26, 2002.

 

55

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Sincethe acquisition on September 26, 2002, for the fiscal year 2003, theformer Kiewit operations reported US$244.6 million in trading revenue andUS$18.2 million in EBIT and for the fiscal year 2004 trading revenue ofUS$555.5 million and EBIT of US$55.2 million. In fiscal year 2005, those samebusinesses reported US$646.7 million and US$83.8 million in trading revenue andEBIT respectively. These results are integrated with the remainder of RinkerMaterials as part of the Aggregate and Concrete, concrete block and asphaltsegments and included in the discussion of Rinker Materials results, whichfollows.

 

Inearly fiscal year 2001, Rinker Materials acquired Florida Crushed Stone andAmerican Limestone.  The results of theseacquisitions are discussed in the comparison of Rinker Materials’ resultsbelow.

 

**2.**              Exchange rates

 

Forthe year ended March 31, 2005, around 80% of the Rinker group’s tradingrevenue was generated by Rinker Materials in the US.  For the years ended March 31, 2005, 2004and 2003, there were virtually no movements of currency between US dollars andAustralian dollars that resulted in a material amount of realized exchangegains or losses. The business activity in Australia is currently generatingadequate cash flow to service the current level of Australian dollardividends.  As a result, the onlysignificant impact of changes in the US dollar/Australian dollar exchange rateis one of accounting translation for financial reporting purposes.  An appreciation of the A$ relative to the US$would be expected to have a favorable impact on the Rinker group’s reported US$results.

 

Thedirectors believe that the best measure of performance for Rinker Materials inthe US and Readymix in Australia is their respective local currencies in asmuch as each generates all revenue and incurs all costs in that localcurrency.  Set out below is performanceinformation in US$.  Supplementaryperformance information in Australian dollars is set out starting at page 78.

 

Theaverage month end exchange rates used for translation of the Readymix A$transactions into US$, for the years ended March 31, 2005, 2004, and 2003are set out in the table below.

 

| ** **           | ** ** | **Year ended March 31** | ** ** |
|----------------------|------------|------------------------------|------------|
| ** **           | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **           | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** |
| A$/US                |       |                         | $          | 0.7397 |   |   |   | 0.6977 |   |   |   | 0.5654 |   |   |
|                 |       |                         |       |   |   |   |   |
| Year-on-year  change |       |                         | 6%         |   |   |   | 23% |   |   |   | 11% |   |   |

 

Source:average of hedge settlement rates at the end of the calendar month.

 

56

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**3.**              Overview — Yearended March 31, 2005 compared to the year ended March 31, 2004 and2003

 

TheRinker group’s trading revenue and EBIT for the years ended March 31,2005, 2004, and 2003 are set out below 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 report.

** **
| ** **          | ** ** | **Rinker group  Trading revenues and EBIT  US$ millions  Year Ended March 31,** | ** ** |
|---------------------|------------|-------------------------------------------------------------------------------------------|------------|
| ** **          | ** ** | **2005**                                                                                  | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **          | ** ** | **Trading  revenues**                                                                     | ** ** | **EBIT** | ** ** | **Trading  revenues** | ** ** | **EBIT** | ** ** | **Trading  revenues** | ** ** | **EBIT** | ** ** |
| Rinker  Materials   |       |                                                                                      | 3,321      |   |   |   | 578 |   |   |   | 2,867 |   |   |   | 392 |   |   |   | 2,383 |   |   |   | 334 |   |   |
| Readymix            |       |                                                                                      | 991        |   |   |   | 140 |   |   |   | 839 |   |   |   | 110 |   |   |   | 573 |   |   |   | 68 |   |   |
| Corporate  costs    |       |                                                                                      | —     |   |   |   | (12 | ) |   |   | — |   |   |   | (9 | ) |   |   | — |   |   |   | (8 | ) |   |
| Total Rinker  group |       |                                                                                      | 4,312      |   |   |   | 707 |   |   |   | 3,706 |   |   |   | 493 |   |   |   | 2,956 |   |   |   | 394 |   |   |

 

As previously defined under “Certaindefinitions,” “EBIT” means Profit from ordinary activities before finance andincome tax in accordance with Australian GAAP.

 

**Tradingrevenue**

 

TheRinker group’s trading revenues for the fiscal year ended March 31, 2005were US$4,312 million compared to US$3,706 million for the fiscal year ended March 31,2004. This represented an increase of US$606 million, or 16%. In RinkerMaterials an increase in trading revenue of US$454 million was primarily due toimproved prices, which increased compared to fiscal year 2004 in all productcategories and in most markets.  Improvedeconomic conditions also resulted in favorable volumes in most businesssegments.  Reported US$ trading revenuesin Readymix increased by US$152 million, reflecting a US$98 million movement inconstant currency from higher volumes due to continued growth in constructionmarkets in Australia and China and price improvement in Australia.  In addition, an increase of US$54 million wascaused by the 6% change in the A$/US$ exchange rate.

 

TheRinker group’s trading revenues for the fiscal year ended March 31, 2004were US$3,706 million compared to US$2,956 million for the fiscal year ended March 31,2003. This represented an increase of US$750 million, or 25%. In RinkerMaterials an increase in trading revenue of US$484 million was from improvedtrading and a full year contribution from the Kiewit acquisition in September 2002.  Reported US$ 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.  In addition,an increase of US$161 million was caused by the 23% change in the A$/US$exchange rate.

 

**Costof sales**

 

Costof sales for the Rinker group increased by 11% to US$2,405 million in fiscalyear 2005 from US$2,158 million in fiscal year 2004 and from US$1,766 millionin fiscal year 2003.  In RinkerMaterials, cost of sales increased by US$149 million, or 9%, in fiscal year2005, due principally to higher trading volumes, and higher costs for fuel,steel, imported cement and ocean freight which have increased at rates abovegeneral inflation.

 

57

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Costof sales for the Rinker group increased by 22% to US$2,158 million in fiscalyear 2004 from US$1,766 million in fiscal year 2003 and from US$1,542 millionin fiscal year 2002.  In RinkerMaterials, cost of sales increased by US$227 million, or 17%, in fiscal year2004, due principally to the inclusion of a full year of Kiewit, after havingincreased by US$175 million or 15% in fiscal year 2003 due principally to theinclusion of a half year of Kiewit.

 

**Warehouseand distribution costs**

 

Warehouseand distribution costs rose 19% to US$825 million in fiscal year 2005 fromUS$691 million in fiscal year 2004 and from US$527 million in fiscal year 2003.In Rinker Materials, the increase in costs of US$113 million in fiscal year2005 was due principally to higher fuel costs and increased distribution costson the higher volumes sold.

 

Infiscal year 2005 warehouse and distribution costs represented 19.1% of tradingrevenue compared to 18.6% in fiscal year 2004 and 17.8% in fiscal year2003.  The gradual increase in warehouseand distribution costs as a percentage of trading revenue over the last threefiscal years reflects an increased proportion of Rinker operations in aggregateand concrete where the freight cost in delivered product revenue is relativelyhigh compared to higher priced manufactured goods, such as concrete pipe,prestressed concrete, concrete products and building materials.  Fuel and ocean freight costs have alsoincreased at a faster rate than price increases.

 

Warehouseand distribution costs rose 31% to US$691 million in fiscal year 2004 fromUS$527 million in fiscal year 2003 and from US$454 million in fiscal year 2002.In Rinker Materials, the increase in costs of US$134 million in fiscal year2004 was due principally to the inclusion of a full year of Kiewit.

 

**Selling,general and administrative costs**

 

Selling,general and administrative costs rose 11% to US$407 million in fiscal year 2005from US$368 million in fiscal year 2004 and from US$303 million in fiscal year2003.  Selling, general andadministrative costs were 9.4% of trading revenue in fiscal year 2005 comparedto 9.9% in fiscal year 2004 and 10.3% in fiscal year 2003. Increased trading volumesand the integration of business acquisitions within existing administrationcost structures have reduced administration and other operating costs as apercentage of trading revenue, with operating cost improvements offsettingupward cost pressures in existing businesses and from the addition of newbusinesses.

 

**Otherrevenue and expenses from ordinary activities**

 

Otherrevenue, primarily related to the divestment of non-core businesses and thedisposal of property, plant and equipment and other assets, was US$126 millionin fiscal year 2005, an increase from US$32 million in fiscal year 2004 whichrepresented a US$42 million decrease from US$74 million in fiscal year2003.  In fiscal year 2005, the Prestressbusiness was divested by Rinker Materials in December 2004 with revenue ondisposal of US$33 million, and the Polypipe business was divested in February 2005with revenue on disposal of US$67 million. In fiscal year 2004 the largest item of the other revenue was the saleof surplus land in Florida for US$11 million. All other transactions in fiscal year 2005 and 2004 related to the saleof surplus property, plant and equipment, primarily in Rinker Materials, andwere all individually less than US$10 million.

 

Otherexpenses primarily represent the book value of businesses divested andproperty, plant and equipment and other assets sold.  In fiscal year 2005 other expenses includedUS$48 million book value of disposed assets in the Prestress business, andUS$59 million book value of disposed assets in the Polypipe business.  In fiscal year 2004 other expensesadditionally included a US$11 million impairment write-down

 

58

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inthe value of the prestress business and a provision of US$5 million for exit fromthe Dayton, Ohio precast facility.

 

**EBIT**

 

The Rinker group’s EBIT of US$707 millionfor the year ended March 31, 2005 represented a US$214 million, or 43%,increase compared to EBIT for the year ended March 31, 2004 of US$493million.  The increase was due primarilyto a US$186 million increase in Rinker Materials and a US$30 million increasein Readymix.  The increase in RinkerMaterials principally reflects strong price growth in cement, and continuingincreases in volumes and prices in the aggregate and concrete and blockoperations.  The increase in Readymixreflects margin improvement from strong volume and price growth and increasedcontribution from joint venture earnings.

 

The Rinker group’s EBIT of US$493 millionfor the year ended March 31, 2004 represented a US$99 million, or 25%,increase compared to EBIT for the year ended March 31, 2003 of US$394million.  The increase was due primarilyto a US$58 million increase in Rinker Materials EBIT and a US$42 millionincrease in Readymix EBIT, with the increase in Rinker Materials EBITreflecting a full year contribution from the Kiewit acquisition and increasedvolumes and prices in the aggregate and concrete and block operations.  The increase in Readymix EBIT reflects thecontribution from fiscal year 2004 acquisitions and improved prices andvolumes.

 

EBITfor the fiscal year 2003 included corporate costs of US$8 million whichrepresented an estimate of total corporate costs which would reasonably beexpected to have been incurred by Rinker if it had been a separately listedcompany for the periods reported.  Corporate costs included in EBIT for the fiscal years 2005 and 2004amounted to US$12 million and US$9 million respectively.

 

**Borrowingcosts**

 

Borrowingcosts were US$52 million in fiscal year 2005 and US$59 million in each offiscal years 2004 and 2003.   Averageoutstanding debt was lower in fiscal year 2005 from fiscal year 2004 whichresulted in the lower borrowing costs. Rinker debt is predominantly borrowed by Rinker Materials and borrowingcosts are predominantly incurred in Rinker Materials.

 

**Interestincome**

 

Interestincome was US$19 million in fiscal year 2005 compared to less than US$12million in fiscal year 2004 and less than US$1 million in fiscal year2003.  The increase in interest income infiscal years 2005 and 2004 reflects strong cash flows in both years and cashbalances received from CSR on demerger during both fiscal years 2004 and2003.   Cash balances have been investedin short term interest bearing investments pending investment in acquisitionopportunities. At the end of fiscal year 2005 Rinker had approximately US$531million on short term deposit, principally in A$ accounts earning approximately5.5% interest.

 

**Incometax expense relating to ordinary activities**

 

Incometax expense relating to ordinary activities increased by US$88 million toUS$237 million in fiscal year 2005, compared to US$149 million in fiscal year2004 and US$117 million in fiscal year 2003. The Rinker group’s effective taxrate increased from 33.4% in fiscal year 2004 to 35.1 % in fiscal year 2005 andcompares to 35.0% in fiscal year 2003. The increase in the Rinker group’s effective tax rate in fiscal year2005 reflects a slightly higher proportion of the Rinker group’s EBIT beingderived in the United States, where the federal rate of 35% plus state tax onearnings is higher than the corporate rate of 30% in

 

59

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Australia.  In fiscal year 2004 the Rinker Materialseffective rate was lower also due to one-time tax refunds principally due tofinalization of tax returns on recent acquisitions.

 

**Netprofit attributable to members of Rinker**

 

Thenet profit attributable to members of Rinker increased by US$137 million or 46%to US$433 million for fiscal year 2005 from US$296 million for fiscal year 2004and US$216 million for fiscal year 2003.

 

Netprofit attributable to members of Rinker of US$433 million in fiscal year 2005comprised EBIT of US$707 million plus interest income of US$19 million lessborrowing costs of US$52 million, tax expense of US$237 million, and outsideequity interests of US$5 million.

 

Netprofit attributable to members of Rinker of US$296 million in fiscal year 2004comprised EBIT of US$493 million plus interest income of US$12 million lessborrowing costs of US$59 million, tax expense of US$149 million, and outsideequity interests of US$1 million.

 

**4.**              Results ofoperations for Rinker Materials segments

 

RinkerMaterials has five business segments: Aggregate; Cement; Concrete, concreteblock and asphalt; Concrete pipe and products; and Other.  Rinker Materials records its transactions inits own financial statements in US dollars. Results of operations in US$ for Rinker Materials for the years ended March 31,2005, 2004, and 2003 are set out below.

 
| ** **                            | ** ** | **Rinker Materials  Business Segment Trading revenues and EBIT (3)  US$ millions  Year Ended March 31,** | ** ** |
|---------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|
| ** **                            | ** ** | **2005**                                                                                                           | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **                            | ** ** | **Trading**                                                                                                        | ** ** | ** ** | ** ** | **Trading** | ** ** | ** ** | ** ** | **Trading** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | **revenues**                                                                                                       | ** ** | **EBIT** | ** ** | **revenues** | ** ** | **EBIT** | ** ** | **revenues** | ** ** | **EBIT** | ** ** |
| Aggregates                            |       | 907.0                                                                                                              |       | 172.1 |   | 802.6 |   | 138.2 |   | 626.0 |   | 104.0 |   |
| Cement                                |       | 421.0                                                                                                              |       | 109.0 |   | 377.0 |   | 95.5 |   | 327.2 |   | 86.8 |   |
| Concrete,  concrete block and asphalt |       | 1,636.9                                                                                                            |       | 197.2 |   | 1,365.0 |   | 116.4 |   | 1,010.1 |   | 85.8 |   |
| Concrete  pipe and products           |       | 472.1                                                                                                              |       | 81.5 |   | 421.4 |   | 53.1 |   | 437.0 |   | 60.1 |   |
| Other (2)                             |       | 461.6                                                                                                              |       | 18.3 |   | 410.6 |   | (11.4 | ) | 396.6 |   | (3.1 | ) |
| Eliminations  (1)                     |       | (577.1                                                                                                             | )          | — |   | (509.0 | ) | — |   | (413.9 | ) | — |   |
| **Total  Rinker Materials in US$**    | ** ** | **3,321.5**                                                                                                        | ** ** | **578.1** | ** ** | **2,867.6** | ** ** | **391.8** | ** ** | **2,383.0** | ** ** | **333.6** | ** ** |

 

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

 

(2)          Other includes Gypsum Supply, Prestressedconcrete (sold in December 2004), Polypipe (sold in February 2005)and Rinker Materials corporate costs.

 

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

 

60

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***i.******                ******Aggregates***

 

Theresults of operations for the Aggregates segment for the years ended March 31,2005, 2004, and 2003 are set out below.

 
| ** **                 | ** ** | **Year ended March 31** | ** ** |
|----------------------------|------------|------------------------------|------------|
| **US$ million**       | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| External  revenue (1)      |       |                         | 554.6      |   |   |   | 488.1 |   |   |   | 387.3 |   |   |
| Inter  segment revenue (2) |       |                         | 352.4      |   |   |   | 314.5 |   |   |   | 238.7 |   |   |
| Trading  revenue           |       |                         | 907.0      |   |   |   | 802.6 |   |   |   | 626.0 |   |   |
| EBIT                       |       |                         | 172.1      |   |   |   | 138.2 |   |   |   | 104.0 |   |   |
| EBIT margin %  (3)         |       |                         | 19.0       |   |   |   | 17.2 |   |   |   | 16.6 |   |   |

 

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(1)          External revenue means revenue fromcustomers not part of the Rinker group

 

(2)          Inter segment revenue means revenue fromcustomers within the Rinker group

 

(3)          EBIT margin % is EBIT divided by tradingrevenue

 

Aggregatestrading revenue has increased over the last three fiscal years as a result ofboth volume and price increases. Volumes have increased with the growth ofresidential construction in Florida and Arizona, and growth in highway spendingin Florida and Georgia.  Between fiscalsyears 2004 and 2003 the increase in Aggregates volume was principally due theacquisition of Kiewit in September 2002 with operations in Arizona,Oregon, northern California and other western states, and a number ofacquisitions in prior years in Florida, Nevada, Tennessee and Kentucky.  Aggregates prices have generally increased ator greater than inflation.

 

*Year ended March 31, 2005 compared to the yearended March 31, 2004*

* *

**TradingRevenue**:  Trading revenue of US$907.0million for the year ended March 31, 2005 represented a US$104.4 million,or 13%, increase compared to trading revenue for the year ended March 31,2004 of US$802.6 million.

 

Theincrease principally reflects:

 

•                  Increasedprices and volumes in the Florida market, which accounted for increased tradingrevenue of approximately US$59 million;

 

•                  Priceimprovement across all Rinker Materials western markets, particularly Arizona,Portland, Nevada and Everett in Washington state, with an overall increase intrading revenue of US$36 million; and

 

•                  Increasedprices and volumes in Georgia, Kentucky and Tennessee where trading revenueincreased by US$9 million, including the impact from the purchase of the Lovenconcrete business in Tennessee in April 2004 which subsequently sourcedmore of its aggregates requirements from Rinker Materials operations

 

**EBIT**:  EBIT of US$172.1 million for the year ended March 31, 2005represented a US$33.9 million, or 25%, increase compared to EBIT for the yearended March 31, 2004 of US$138.2 million. This was due

 

61

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principallyto an increase in average prices of 9%, with improvement generally achievedacross most markets and ahead of cost inflation.  The EBIT margin increased by 1.8 percentagepoints to 19.0%

 

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

* *

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

 

Theincrease principally reflected:

 

•                  The fullyear 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.

 

ExcludingKiewit, aggregate volumes increased by 6% and average prices increased byapproximately 6% over the previous fiscal year.

 

**EBIT**:  EBIT of US$138.2 million for the year ended March 31, 2004represented a US$34.2 million, or 33%, increase compared to EBIT for the yearended March 31, 2003 of US$104.0 million. This was due principally to a fullyear’s contribution from the September 2002 Kiewit acquisition, whichincreased its EBIT contribution by approximately US$23 million compared to theyear ended March 31, 2003.  Volumeand price 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.

 

***ii.******            ******Cement***

 

Theresults of operations for the Cement segment for the years ended March 31,2005, 2004, and 2003 are set out below. 

 
| ** **                 | ** ** | **Year ended March 31** | ** ** |
|----------------------------|------------|------------------------------|------------|
| **US$ million**       | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| External  revenue (1)      |       |                         | 196.3      |   |   |   | 182.5 |   |   |   | 151.9 |   |   |
| Inter  segment revenue (2) |       |                         | 224.7      |   |   |   | 194.5 |   |   |   | 175.3 |   |   |
| Trading  revenue           |       |                         | 421.0      |   |   |   | 377.0 |   |   |   | 327.2 |   |   |
| EBIT                       |       |                         | 109.0      |   |   |   | 95.5 |   |   |   | 86.8 |   |   |
| EBIT margin %  (3)         |       |                         | 25.9       |   |   |   | 25.3 |   |   |   | 26.5 |   |   |

 

----

(1)          External revenue means revenue fromcustomers outside the Rinker group

 

(2)          Inter segment revenue means revenue fromcustomers within the Rinker group

 

(3)          EBIT margin % is EBIT divided by tradingrevenue

 

62

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Tradingrevenue growth over the last three fiscal years was driven principally byvolume increases and strong price growth during the year ended March 31,2005.

 

*Year ended March 31, 2005 compared to the yearended March 31, 2004*

* *

**TradingRevenue**: Trading revenue of US$421.0 million for the year ended March 31,2005 represented a US$44.0 million, or 12%, increase compared to the tradingrevenue for the year ended March 31, 2004 of US$377.0 million.  The increase in trading revenue reflected a13% average increase in prices, partly offset by a 2% decline in volumes.

 

Supplyshortages in Florida, and shipping shortages which restricted imports,significantly increased the cost of imported cement, enabled strong pricegrowth following flat prices in fiscal year 2004, while the fall in volumes wasa result of reduced bulk sales to other major producers following theirincreased manufacturing capacity coming on line.

 

**EBIT**:  EBIT of US$109.0 million for the year ended March 31, 2005represented a US$13.5 million, or 14%, increase compared to EBIT for the yearended March 31, 2004 of US$95.5 million. This was primarily due to increased prices.

 

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

* *

**TradingRevenue**: Trading revenue of US$377.0 million for the year ended March 31,2004 represented a US$49.8 million, or 15%, increase compared to the tradingrevenue for the year ended March 31, 2003 of US$327.2 million.  The increase in trading revenue reflected16.3% increase in total volumes, and an increase in transport revenue from thecement tanker fleet.

 

Priceswere flat compared to the year ended March 31, 2003, principally due toincreased manufacturing capacity coming on line in Florida and higher bulkcement sales to trading partners.

 

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

 

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

 

Theresults of operations for the Concrete, concrete block and asphalt segment forthe years ended March 31, 2005, 2004, and 2003 are set out below.

 
| ** **           | ** ** | **Year ended March 31** | ** ** |
|----------------------|------------|------------------------------|------------|
| **US$ million** | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| Trading  revenue     |       | 1,636.9                      |       | 1,365.0 |   | 1,010.1 |   |
| EBIT                 |       | 197.2                        |       | 116.4 |   | 85.8 |   |
| EBIT margin %  (1)   |       | 12.0                         |       | 8.5 |   | 8.5 |   |

 

----

(1)                                  EBIT margin % is EBIT divided by tradingrevenue

 

Tradingrevenue growth over the last three fiscal years has been driven by both volumeand price increases.  The increase involumes reflects acquisitions, particularly Kiewit in September 2002, andthe growth in underlying markets.

 

63

----

 

*Year ended March 31, 2005 compared to the yearended March 31, 2004*

* *

**TradingRevenue**: Trading revenue of US$1,636.9 million for the year ended March 31,2005 represented a US$271.9 million, or 20%, increase compared to tradingrevenue for the year ended March 31, 2004 of US$1,365.0 million.Approximately 70% of the increased revenue was in the Florida market, whereboth concrete and block volumes were at record levels, mainly due to growth inthe Florida residential market.

 

Overall,concrete volumes were ahead of the previous year by 6% and average prices wereup 12%.  Average block prices increasedby 17% and volumes were up by 13%.

 

**EBIT**:  EBIT of US$197.2 million for the year ended March 31, 2005represented a US$80.8 million, or 69%, increase compared to EBIT for the yearended March 31, 2004 of US$116.4 million.

 

Approximately72% of the EBIT increase was in the Florida market, where housing activityremained very strong.  Operations inArizona, Nevada, and northern California where also strongly ahead of theprevious year, and in Tennessee a slowly improving economic outlook, and thepurchase of Loven concrete, assisted results.

 

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

* *

**TradingRevenue**: Trading revenue of US$1,365 million for the year ended March 31,2004 represented a US$354.9 million, or 35%, increase compared to trading revenuefor the year ended March 31, 2003 of US$1,010.1 million. The incrementaleffect of a full year contribution from the Kiewit acquisition accounted forapproximately US$247 million or 70% of the increase, along with improvedtrading revenues from operations in Florida, where both concrete and concreteblock volumes were at record levels mainly due to growth in the Floridaresidential market.

 

ExcludingKiewit, concrete volumes increased by 11% and concrete block volumes increasedby 16%.  Also excluding Kiewit, averageconcrete prices increased by 3% and block prices by 4%.

 

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

 

Thestrong Florida residential market accounted for the balance of the increase inEBIT.  Smaller EBIT improvement inTennessee concrete and Nevada concrete block and New Mexico concrete block wasoffset by weaker results in Nevada concrete and Everett concrete and asphalt.

 

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

 

Theresults of operations for the Concrete pipe and products segment for the yearsended March 31, 2005, 2004, and 2003 are set out below.

 

64

----

 
| ** **           | ** ** | **Year ended March 31** | ** ** |
|----------------------|------------|------------------------------|------------|
| **US$ million** | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| Trading  revenue     |       | 472.1                        |       | 421.4 |   | 437.0 |   |
| ** **           | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** |
| EBIT                 |       | 81.5                         |       | 53.1 |   | 60.1 |   |
| ** **           | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** |
| EBIT margin %  (1)   |       | 17.3                         |       | 12.6 |   | 13.8 |   |

 

----

(1)          EBIT margin % is EBIT divided by tradingrevenue

 

EBITlifted sharply and margin growth in the concrete pipe and products segment wererestored in the year end March 31, 2005 with improvement in marketconditions that had been depressed in the previous two fiscal years, along withsignificant operational cost improvements.

 

*Year ended March 31, 2005 compared to the yearended March 31, 2004*

* *

**TradingRevenue**: Trading revenue of US$472.1 million for the year ended March 31,2005 represented a US$50.7 million, or 12%, increase compared to tradingrevenue for the year ended March 31, 2004 of US$421.4 million. Thisimprovement was principally due to a 5% increase in volumes combined with a 7%increase in prices compared to the previous year.

 

**EBIT**:  EBIT of US$81.5 million for the year ended March 31,2005 represented a US$28.4  million, or53%, increase compared to EBIT for the year ended March 31, 2004 ofUS$53.1 million.

 

Thisreflects principally:

 

•                  Increasedvolume, from both improved economic conditions across most states and marketshare gains (US$6 million);

 

•                  Gross marginrecovery, with price increases more than offsetting sharply higher costs forsteel, cement and fuel (US$17 million); and

 

•                  Completionof facility rationalization programs in the prior fiscal year, which hadadversely impacted that year’s EBIT by US$5 million.

 

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

* *

**TradingRevenue**: Trading revenue of US$421.4 million for the year ended March 31,2004 represented a US$15.6 million, or 4%, decrease compared to trading revenuefor the year ended March 31, 2003 of US$437.0 million. This decrease wasprincipally due to a 2% decline in average prices and flat concrete pipevolumes.  Market activity was low in manyregions and a number of operations experienced significant price declines.

 

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

 

Thisreflected principally:

 

65

----

 

•                  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).

 

***v.******              ******Other***

 

Theresults of operations for the Other segment for the years ended March 31,2005, 2004, and 2003 are set out below. This segment includes gypsum supply,Rinker Materials’ corporate unallocated costs, and the pre-stressed concreteand polyethylene pipe businesses, which were divested during the fiscal yearended March 31, 2005.

 
| ** **                                                   | ** ** | **Year ended March 31** | ** ** |
|--------------------------------------------------------------|------------|------------------------------|------------|
| **US$ million**                                         | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| Trading  revenue                                             |       | 461.6                        |       | 410.6 |   | 396.6 |   |
| ** **                                                   | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** |
| EBIT  excluding Rinker Materials corporate unallocated costs |       | 36.4                         |       | 8.3 |   | 8.1 |   |
|                                                         |       |                         |       |   |   |   |   |
| Rinker  Materials corporate unallocated costs                |       | (18.1                        | )          | (19.7 | ) | (11.2 | ) |
|                                                         |       |                         |       |   |   |   |   |
| EBIT                                                         |       | 18.3                         |       | (11.4 | ) | (3.1 | ) |

 

*Year ended March 31, 2005 compared to the yearended March 31, 2004*

* *

**TradingRevenue**:  Trading revenueof US$461.6 million for the year ended March 31, 2005 represented aUS$51.0 million or 12% increase compared to the trading revenue for the yearended March 31, 2004 of US$410.6 million.

 

Gypsumsupply trading revenue increased by 42%, primarily due to price increasesacross the range of building materials sold by the business, which includewallboard, metal framing, stucco cement and accessories.  Volumes also increased, with wallboard volume4% higher than the previous fiscal year.

 

ThePrestress business was divested in December 2004 for estimated total cashproceeds of around US$45 million.  Thisincludes US$33 million received from the purchaser and approximately US$12million expected to be realized from the liquidation of working capitalretained by Rinker.  Prior to the salethe business had contributed revenue of US$58 million, and during the lastquarter additional revenue of US$9 million has been recorded from delivery ofproduct manufactured prior to divestment and included in retained workingcapital.

 

ThePolypipe polyethylene pipe and pipe liners business was divested in February 2005for sale proceeds of US$67 million. Prior to the sale the business had contributed revenue of US$96 million.

 

**EBIT**:  Excluding Rinker Materials’ corporate unallocated costs, EBIT wasUS$36.4 million for the year ended March 31, 2005 representing a US$28.1million increase compared to EBIT of US$ 8.3 million for the year ended March 31,2004.  The segment EBIT includes thetrading results from the gypsum supply, prestress and polypipe operations, aswell as the gain/loss on the divestments.

 

66

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GypsumSupply EBIT was sharply higher, primarily due to improved margins as sellingprices increased faster than rapidly increasing product costs in an environmentof very tight supply, and from the higher volume.

 

Thedivestment of Prestress was below book value, resulting in a non-cash pre-taxbook loss of approximately US$15 million. The operations were incurring trading losses prior to the sale.

 

Thedivestment of Polypipe realized a book gain before tax of around US$8million.  Trading operations prior to thedivestment had been favorable, assisted by strong demand from the oil and gasindustry for pipeline products.

 

RinkerMaterials’ corporate unallocated costs decreased by US$1.6 million to US$18.1million compared to costs of US$19.7 million for the prior fiscal year, benefitingfrom favorable self insurance liability adjustments.  Costs are net of gains on land sales thatwere approximately US$0.4 million lower than the previous year.

 

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

* *

**TradingRevenue**:  Trading revenueof US$410.6 million for the year ended March 31, 2004 represented aUS$14.0 million or 4% increase compared to the trading revenue for the yearended March 31, 2003 of US$396.6 million.

 

Gypsumsupply trading revenue increased 10%, primarily from an 8% increase inwallboard volumes.  Wallboard pricesincreased by 1%.

 

Prestresstrading revenue decreased by 17%, reflecting lower market activity in the USMidwest.  In March 2004, theLafayette, Indiana and Henderson, Kentucky plants were sold.

 

Polypipetrading revenue increased by 23% from an increase of 8% in polyethylene pipevolumes and 18% in prices.

 

**EBIT**:  Excluding Rinker Materials’ corporate unallocated costs, EBIT was US$8.3million for the year ended March 31, 2004 representing a US$0.2 million or2% increase compared to EBIT of US$8.1 million for the year ended March 31,2003.

 

GypsumSupply EBIT increased by US$1.8 million from the increase in drywall volumesand a 3% improvement in gross margin.

 

PolypipeEBIT increased by US$5.1 million in the year ended March 31, 2004 from theincrease in volume and price.

 

Prestressresults decreased, mainly as a result of a US$10.5 million impairmentwrite-down in the value of the business taken in September 2003.  The prestress business was 100% exposed tothe weak US commercial construction sector. Excluding the write-down, Prestress results improved followingcompletion of a few technically challenging projects that had incurredadditional costs in the year ended March 31, 2003.

 

RinkerMaterials’ corporate unallocated costs increased by US$8.5 million to US$19.7million for the year ended March 31, 2004 compared to costs of US$11.2million for the prior year.  Costs arenet of gains on land sales that decreased by US$11.4 million from the previousyear.

 

67

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**5.**              Results of theReadymix segment

 

*Impact of currency exchange rate*

* *

AsReadymix records its transactions in its own financial statements in Australiandollars and these results are translated into US dollars for the purposes ofcombination into the financial statements of the Rinker group, the Rinker groupis then susceptible to changes in the exchange rate between the US dollar andthe Australian dollar.  An appreciationof the A$ relative to the US$ has a favorable impact on the Rinker group’sreported US$ results.

 

Giventhat Readymix records its transactions in its own financial statements inAustralian dollars,  the followingmanagement discussion and analysis of the financial results also identifies theimpact of currency exchange rates on results.

 

The results of operations for the Readymix segmenthave been set out in Australian dollars starting at page 83, below.

 
| ** **           | ** ** | **Year ended March 31** | ** ** |
|----------------------|------------|------------------------------|------------|
| **US$ million** | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **           | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** |
| Trading revenue      |       |                         | 990.9      |   |   |   | 838.6 |   |   |   | 572.5 |   |   |
|                 |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| EBIT                 |       |                         | 140.4      |   |   |   | 110.1 |   |   |   | 67.8 |   |   |
|                 |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| EBIT margin %  (1)   |       |                         | 14.2       |   |   |   | 13.2 |   |   |   | 11.8 |   |   |

 

----

(1)                                  EBITmargin % is EBIT divided by trading revenue

 

*Year ended March 31, 2005 compared to the yearended March 31, 2004*

* *

**TradingRevenue**: Trading revenue of US$990.9 million for the year ended March 31,2005 represented a US$152.3 million, or 18%, increase compared to tradingrevenue for the year ended March 31, 2004 of US$838.6 million.  This reflected a US$97.5 million movement inconstant currency and an increase of US$54.8 million caused by the 6% change inthe A$/US$ exchange rate.

 

Theincrease in constant currency trading revenue was due to volume and priceimprovement in all Australian product lines.

 

Australianconcrete volumes increased by 9%, aggregate volumes by 2%,  and concrete pipe and products volumes by 13%in fiscal 2005.  Volumes were assisted bycontinued growth in the Australian construction sector, and included a fullyear contribution from acquisitions during the year ended March 31, 2004.Concrete prices increased by 5%, aggregate by 11%, and concrete pipe andproducts by 4% in fiscal 2005.

 

InChina, concrete volumes were ahead of the previous fiscal year by 15%reflecting large project work, but the economy slowed during the year, whichcombined with intense competition resulted in a decline in average prices of6%.

 

**EBIT**:  EBIT of US$140.4 million forthe year ended March 31, 2005 represented US$30.3 million, or 28%,increase compared to EBIT of US$110.1 million for the year ended March 31,2004. This reflected a US$22.8 million movement in constant currency and anincrease of US$7.5 million caused by the 6% change in the A$/US$ exchange rate.

 

68

----

 

Theincrease in constant currency reflects principally:

 

•                  Marginimprovement in each of the Australian concrete, aggregate and concrete pipe andproducts operations, from the achievement of strong volume and price growth(US$14 million);

 

•                  A full yearcontribution from the Excel, Broadway & Frame, Edwards &Beerwah acquisitions in fiscal year 2004 (US$4 million);

 

•                  The adoptionof tax consolidation by Cement Australia, which resulted in a favorable US$10million increase in the Readymix share of joint venture after tax earnings(which is equity accounted into Rinker EBIT);

 

•                  Sharplyimproved results from the other Readymix joint venture operation, Emoleum (US$5million); and

 

•                  Reduced EBIT(US$10 million) from the China operations impacted by a slowing economy andincreased provisions for doubtful customer receivables.

 

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

* *

**TradingRevenue**: Trading revenue of US$838.6 million for the year ended March 31,2004 represented a US$266.1 million, or 46%, increase compared to tradingrevenue for the year ended March 31, 2003 of US$572.5 million. Thisreflected a US$105.5 million movement in constant currency and an increase ofUS$160.6 million caused by the 23% change in the A$/US$ exchange rate.

 

Theincrease in constant currency trading revenue was approximately evenly dividedbetween volume improvement in the heritage business, the contribution fromacquisitions, and price improvement across all product lines.  Acquisitions included the Excel quarry andconcrete 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 productsvolume increased by 5%.  Concrete pricesincreased by 5%, aggregate prices by 3%, and concrete pipe prices by 6%.

 

**EBIT**:  EBIT of US$110.1 million forthe year ended March 31, 2004 represented US$42.3 million, or 63%,increase compared to EBIT of US$67.8 million for the year ended March 31,2003. This reflected a US$22.0 million movement in constant currency and anincrease of US$20.3 million caused by the 23% change in the A$/US$ exchangerate.

 

Theincrease in constant currency was principally due to a US$7.7 millioncontribution from fiscal year 2004 acquisitions, a US$4.4 million increase inEBIT from the concrete pipe and products business, with the balance fromimproved margins in the aggregate and concrete businesses.  Improved results from China partly offsetlower EBIT in Cement Australia and Emoleum.

 

69

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#### **B.**            Liquidityand Capital Resources

 

*Liquidity*

 

*The Rinker group meets its workingcapital needs and capital expenditure requirements through a combination ofoperating cash flows and external debt raising. In management’s opinion, the Rinker group’s current working capital issufficient to meet the Rinker group’s current liquidity requirements.*

 

Thetable below sets out the Rinker group’s statements of cash flows for the yearsended March 31, 2005, 2004, and 2003.

** **

**Statementsof cash flows (1)**

** **
| ** **                                    | ** ** | **Year ended March 31** | ** ** |
|-----------------------------------------------|------------|------------------------------|------------|
| **(US$ million)**                        | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| Net cash  from operating activities           |       | 659.4                        |       | 660.6 |   | 514.3 |   |
| Net cash  used in investing activities        |       | (177.6                       | )          | (231.0 | ) | (592.5 | ) |
| Net cash  (used in) from financing activities |       | (237.6                       | )          | (244.7 | ) | 172.7 |   |
| Net increase  in cash held                    |       | 244.2                        |       | 184.9 |   | 94.5 |   |

 

----

(1)          A reconciliation of net profitattributable to members of Rinker group to net cash from operating activities(including movements in working capital) is set out in the financial statementsincluded elsewhere in this annual report.

 

Cashflows from operating activities in the year ended March 31, 2005 ofUS$659.4 million represented a US$1.2 million, or 0.2%, decrease compared toUS$660.6 million in the year ended March 31, 2004.  This was principally due to improved EBIT ofUS$214.0 million, with approximately 40% of the increase from the Concrete, concreteblock and asphalt segment due to strong growth in both price and volume, 6%from the Cement segment, due mainly to price increases, and the balance spreadrelatively evenly over the other segments, offset by US$152.5 million increasein working capital needs and US$112.9 million increase in income tax paymentsthan in the year ended March 31, 2004. Cash flows from operating activities in the year ended March 31,2004 of US$660.6 million represented a US$146.3 million, or 28%, increasecompared to US$514.3 million in the year ended March 31, 2003.  This was principally due to improved EBIT ofUS$98.8 million, about 30% from the Kiewit acquisition and improvements inaggregate price and volumes, 30% from improved concrete and concrete blockvolumes in Florida, and 40% from price and volume improvements in Florida.  Net investing cash flows consist primarily ofcapital expenditure necessary to maintain the productive capacity of the Rinkergroup, outflows relating to acquisitions (net of cash acquired), and netproceeds from divestments.

 

Capitalexpenditure including purchases of controlled entities and businesses, were asfollows:

 
| ** **            | ** ** | **Year ended March 31** | ** ** |
|-----------------------|------------|------------------------------|------------|
| **US$ millions** | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| Rinker  Materials     |       |                         | 239        |   |   |   | 176 |   |   |   | 639 |   |   |
| Readymix              |       |                         | 75         |   |   |   | 84 |   |   |   | 22 |   |   |
| Total Rinker  group   |       |                         | 314        |   |   |   | 260 |   |   |   | 661 |   |   |

 

RinkerMaterials acquired Kiewit during the year ended March 31, 2003 for US$540million.  There were no materialacquisitions in the year ended March 31, 2005 or 2004.

 

70

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Acquisitions,particularly large ones, have been slow across the industry during the last twoyears, and Rinker’s capital expenditure has mainly comprised smaller, “bolt-on”acquisitions and expansion of the heritage operations, as well as operatingcapital expenditure to maintain capacity. In fiscal year 2005 acquisitions comprised six small concrete orconcrete and quarry operations – two in Florida and one each in Nevada,Tennessee, Oregon, and New South Wales in Australia.

 

Heritage operations wereexpanded with the completion or expansion of two concrete plants and two concreteblock plants in Florida and associated expenditure to expand aggregate capacityand concrete mixer and block truck fleets to service these plants.  In Australia, a concrete plant was alsocompleted at Fyshwick, Canberra.  Anumber of new concrete and concrete block plants are under construction inFlorida, and in Australia construction began on three new concrete plants atKawana on Queensland’s Sunshine Coast, Humpty Doo in the Northern Territory,and at Grantville in Melbourne, Victoria (in a joint venture with BoralLimited).

 

At March 31, 2005, theRinker group had capital expenditure commitments of US$55.8 millionoutstanding.

 

*Capital resources*

* *

The Rinker group’s debtprofile during fiscal years 2005, 2004, and 2003 has been as follows:

 

**Group Debt Profile as at March 31**

 
| **(US$ millions, except where indicated)** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|-------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Long term debt (1)                              |       | 610.9    |       |     | 912.4      |     |       | 1,051.5 |   |   |
| Total debt (2)                                  |       | 868.0    |       |     | 929.8      |     |       | 1,213.2 |   |   |
| Net debt (3)                                    |       | 279.8    |       |     | 601.3      |     |       | 948.9 |   |   |
| Net debt to capitalization ratio (4)            |       | 9.7      | %          |     | 20.9       | %        |       | 33.5 | % |   |

 

----

(1)          Debt maturing in excess of 12 months fromperiod end.

 

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

 

**Total Debt as at March 31**

 
| **(US$ millions)**           | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|-----------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Current interest-bearing debt     |       | 257.1    |       | 17.4     |       |     | 161.7      |   |   |
| Non-current interest-bearing debt |       | 610.9    |       | 912.4    |       |     | 1,051.5    |   |   |
| Total debt                        |       | 868.0    |       | 929.8    |       |     | 1,213.2    |   |   |

 

(3)          Total debt less cash and short termlending, including cash owed in 2003 by CSR of US$153.3 million. 

 

**Net Debt as at March 31**

 
| **(US$ millions)** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|-------------------------|------------|----------|------------|----------|------------|----------|------------|
| Total debt              |       | 868.0    |       |     | 929.8      |     |       | 1,213.2 |   |   |
| Cash assets             |       | (588.2   | )          |     | (328.5     | )        |       | (264.3 | ) |   |
| Net debt                |       | 279.8    |       |     | 601.3      |     |       | 948.9 |   |   |

 

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(4)          Ratio of net debt to net debt plus totalshareholders’ equity.

 

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

 
| **(US$ millions, except where indicated)** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|-------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Net debt                                        |       | 279.8    |       |     | 601.3      |     |       | 948.9 |   |   |
| Total shareholders’ equity                 |       | 2,619.8  |       |     | 2,280.6    |     |       | 1,884.2 |   |   |
| Net debt to capitalization ratio                |       | 9.7      | %          |     | 20.9       | %        |       | 33.5 | % |   |

 

Rinker’s management usesnet debt and capitalization ratio information to assess the financial positionof the Rinker group and believes it is useful to investors because it relatesthe net debt 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 included elsewherein this annual report.

 

**Debt facilities**

 

As at March 31, 2005 the Rinker group had debt facilities comprised asfollows:

 
| **Type**                           | ** ** | **Maturing**                 | ** ** | **Limits /  Outstanding  US$ million** | ** ** |
|------------------------------------|------------|------------------------------|------------|---------------------------------------------|------------|
| Uncommitted working capital        |       | Annual review                |       |                                        | 131.3      |   |   |
| Bank loans                         |       | March 2006 – April 2009 |       |                                        | 1,177.5    |   |   |
| 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      |   |   |

 

As of March 31, 2005, the Rinker group is in compliance with all debtcovenants.

 

**Bank loans**

** **

Rinker Materials has established banking credit facilities of US$1,177.5million at March 31, 2005 (of which US$670.7 million were undrawn at March 31,2005). These are revolving cash advance facilities provided by the Rinker group’seight relationship banks on a bilateral basis. The borrowings under each of these bilateral facilities are guaranteedby Rinker.  In total, the facilitiesprovided have four maturities as follows:

 

•                  US$225.0million, which mature 364 days from initial draw down notice date;

 

•                  US$307.5million, which mature in April 2007.

 

•                  US$495.0million, which mature in April 2008.

 

•                  US$150.0million, which mature in April 2009.

 

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Interest is payable byRinker Materials on amounts drawn under the facilities at LIBOR plus amargin.  The margins payable under thefacilities are generally consistent with that which an A-/BBB+ rated entitywould expect to obtain for facilities of this size and nature and vary bytranche for each individual bank. Facilities totaling US$562.5 million feature credit margins that are fixedover the life of the agreement, while facilities totaling US$615 millionfeature margins that are set by reference to the actual levels of gearing(defined as net debt divided by “EBITDA” which means consolidated profit fromordinary activities before finance, income tax, depreciation and amortization,in accordance with Australian GAAP) or interest cover (defined as EBITDAdivided by net interest expense) reported by Rinker and calculated on a rolling12 month basis, using publicly reported consolidated half yearly and annualresults.  Based on Rinker’s results atMarch 31, 2005, the overall weighted average margin over LIBOR across allfacilities was approximately 0.32% per annum.

 

The facilities contain customaryprovisions relating to events of default, which could trigger early repayment. Thefacilities also contain certain restrictive covenants and financial covenants that arecustomary for facilities of this nature. The restrictive covenants limit the addition of new secured debt(generally not to exceed 10% of consolidated assets of Rinker group) and theamount of debt permitted to be incurred by entities other than Rinker andRinker Materials (not to exceed 15% of consolidated assets of Rinkergroup).  The financial covenants specifya maximum net debt to EBITDA ratio (3 times) and a minimum EBITDA divided bynet interest expense ratio (3.25 times) that must be maintained, with both covenants calculated on a rolling 12 month basis usingpublicly reported consolidated half yearly and annual results.  Other than the requirements to comply withthe limitations and satisfy the ratios set forth above, the facility agreementsdo not restrict the borrowing of additional amounts of unsecured debt bycompanies in the Rinker group as long as the loans under the credit facilitieshave at least the same preference in the sharing of assets upon liquidation asany additional unsecured obligations. There are no credit rating downgradetriggers that could cause early repayment under these facilities.

 

**Commercial Paper**

** **

Rinker Materials canissue from time to time commercial paper under a US commercial paper programthat was established in 1991.

 

The program has nomaturity and 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, 2005, US$250million in aggregate principal amount of notes were issued and outstandingunder the program.

 

**US$ Bonds**

** **

Rinker group companies have outstanding US$ bonds as follows:

 

*2005 bonds*

* *

The indenture governingthe US$250 million bonds outstanding paying interest of 6.875% per annumguaranteed by CSR and due on July 21, 2005 was amended toadd Rinker asguarantor of Rinker Materials’ obligations under the indenture on the sameterms and conditions as the existing guarantee from CSR.

 

Rinker and Rinker Materials have agreed to indemnify CSR for anyobligations that come due under CSR’s guarantee in respect of the 2005 bonds.To support its indemnity, Rinker Materials has procured, under its US$1,177.5million credit facilities, bank letters of credit for CSR’s benefit, for anyobligations that come due under CSR’s guarantee obligations in respect of the 2005bonds.

 

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*2025 bonds*

* *

Rinker Materials hasissued US$149.9 million in bonds paying interest of 7.70% per annum due on July21, 2025 guaranteed by Rinker.

 

The indentures governing the 2005 bonds and the 2025 bonds contain customary provisions relating to events of default, which could triggerearly repayment.  The indentures alsocontain certainrestrictive covenants that are customary for financings of this nature.  The restrictive covenants limit the additionof new secured debt (generally not to exceed 10% of consolidated net tangibleassets of Rinker group) and restrict any merger of Rinker or Rinker Materialswith another party unless the bonds are assumed by the entity resulting fromsuch merger.  The indentures do not restrict the borrowing of additional amounts ofunsecured debt by companies in the Rinker group.  There are no credit rating downgrade triggersthat could cause early repayment of the bonds.

 

**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.

 

The notes 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 byentities other than Rinker and Rinker Materials.  The financial covenants specify a maximum netdebt to EBITDA ratio (3.5 times) and a minimum EBITDA divided by net interestexpense ratio (2.75 times) that must be maintained, with both covenants calculated on a rolling 12 month basis usingpublicly reported consolidated half yearly and annual results.  Other than the requirements to comply withthe limitations and satisfy the ratios set forth above, the notes do notrestrict the borrowing of additional amounts of unsecured debt by companies inthe Rinker group as long as the notes have at least the same preference in thesharing of assets upon liquidation as any additional unsecuredobligations.  There are no credit ratingdowngrade triggers that could cause early repayment of the notes.

 

**Other borrowings**

** **

At March 31, 2005 Rinker group entities had in place uncommitted workingcapital facilities available for short-term cash advances and the issuance ofletters of credit and bank guarantees which totaled US$131 million.  US$75 million inletters of credit and bank guarantees were issued against these working capitalfacilities at March 31, 2005.

 

Thereare no legal or economic restrictions on the ability of its subsidiaries totransfer funds to Rinker in the form of cash dividends, loans or advances, withthe exception of the previously existing 15 percent US dividend withholding taxwhich was eliminated effective July 1, 2003.

 

Rinker is not aware of any restrictions on the use of committedborrowing facilities other than as detailed. Borrowing requirements are notnormally subject to any seasonal factors.

 

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#### **C.**            Research andDevelopment, Patents and Licenses

#### ** **

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

 
| 2003 |   | US$2.8 million |   |
|------|--------|----------------|--------|
| 2004 |   | US$1.3 million |   |
| 2005 |   | US$1.5 million |   |

 

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

 

#### **D.**            Trend Information

#### ** **

Relevant industry andmarket trends for the Rinker group as a whole and for Rinker Materials andReadymix are discussed in “Item 5.A. - Management discussion and analysis ofthe financial results”.

 

Rinker is not aware ofany trends, 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 information not necessarily to beindicative of future operating results or financial condition, other than asdescribed in this annual report.

 

#### **E.**              Off-balancesheet financial arrangements

#### ** **

The Rinker group doesnot use special purpose vehicles or any other significant form of off-balancesheet financing.  Details of the Rinker group’s use offinancial instruments are included in “Item 11 - Quantitative and QualitativeDisclosures about Market Risks” and Note 28 of the financial statementsincluded elsewhere in this annual report.

 

Guarantees have beenmade in respect of self-insured workers compensation obligations and in lieu ofcontract retention payments, deposits for rehabilitation of quarry sites andfor insurance policy deductible amounts, with the majority of terms up to oneyear as described in Note 37 of the financial statements, included elsewhere inthis annual report.

 

The Rinker group hascertain off-balance lease obligations in the form of operating leases asoutlined in the table of “Contractual Obligations and Commercial Commitments”below.

 

#### **F.**              Contractualobligations and commercial commitments

#### ** **

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

 

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| ** **                                 | ** ** | **Payments Due by Period** | ** ** |
|--------------------------------------------|------------|----------------------------|------------|
| **US$ million  As at March 31, 2005** | ** ** | **Total**                  | ** ** | **Less than  1 year** | ** ** | **1 to 3  years** | ** ** | **3 to 5  years** | ** ** | **Over 5  years** | ** ** |
| Short-term debt (excluding interest)       |       | 257.0                      |       | 257.0 |   | — |   | — |   | — |   |
| Long-term debt (excluding interest)        |       | 610.6                      |       | — |   | 10.9 |   | 248.8 |   | 350.9 |   |
| Lease obligations – Finance leases    |       | 0.4                        |       | 0.1 |   | 0.3 |   | — |   | — |   |
| Lease obligations – Operating leases  |       | 186.5                      |       | 38.9 |   | 52.6 |   | 33.9 |   | 61.1 |   |
| Contracted capital expenditure             |       | 55.8                       |       | 55.8 |   | — |   | — |   | — |   |
| Other long-term obligations                |       | 52.2                       |       | 5.5 |   | 28.2 |   | 12.8 |   | 5.7 |   |
| Total contractual cash obligations         |       | 1,162.5                    |       | 357.3 |   | 92.0 |   | 295.5 |   | 417.7 |   |

 

Rinker believes theseshort-term and long-term obligations and commitments will be satisfied throughcash generated from operations, together with cash on hand and, wherenecessary, borrowings available under the existing and proposed financingfacilities described above.

 

Details of the long-termdebt arrangements above are included in “Item 5.B. - Liquidity and CapitalResources.”

 

Rinker group entitieshave not entered any material long-term purchase obligations, which specifyfixed or minimum quantities, although they negotiate purchase terms includingprice, in the ordinary course of business.

 

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 – MajorShareholders and Related Party Transactions.”

 

#### **G.**            Majorrestructuring and rationalization charges

 

No materialrestructuring or rationalization charges were incurred in fiscal years 2005,2004 or 2003.

 

#### **H.**            Details ofdefined benefit pension plans

 

Details of the Rinkergroup superannuation arrangements are included in Note 40 to the financialstatements included elsewhere in this report. Rinker and its controlled entities participate in a number ofsuperannuation funds in Australia, the United States and other countries wherethey operate.  The funds provide benefitseither on a defined benefit or cash accumulation basis, for employees onretirement, resignation, or disablement, or to their dependents 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.  Rinker and its Australian controlled entitiesare required to provide a minimum level of superannuation support for employeesunder the Australian Superannuation Guarantee Legislation.

 

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***Asset Backing***

* *

The assets of the USbased superannuation funds were not sufficient to satisfy all benefits whichwould 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.  Using US GAAP methods andassumptions under SFAS No. 87 “Employers’ Accounting for Pensions” (SFAS 87),the total deficit of the US plans is US$22.6 million as of December 31, 2004and is detailed by plan in the table below under “Defined Benefit Fundssponsored by Rinker group entities”. This reflects the projected benefit obligation at December 31,2004.  Note 33 to the financialstatements includes further information on the US plans, including measurementsof the plan deficits on alternative bases that are also consistent with USGAAP.

 

**AccumulationFunds**

 

The benefits provided byaccumulation funds are based on the contributions and income thereon held bythe fund on behalf of the member. Contributions are made by the member and the company based on apercentage of the member’s salary, as specified by the rules of the fund.  These contributions are expensed in theperiod they are incurred.

 

***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 by the rules of thefund.

 

Employer contributionsgenerally vary based on actuarial advice and may be reduced or even cease whena fund is in actuarial surplus.  UnderAustralian GAAP, these contributions are expensed in the period they areincurred.  The currently assessedshortfall of net market value of plan assets compared to accrued benefits inthe US based defined benefit funds has not been recognized as a liability inthe financial statements as Rinker and its controlled entities do not presentlyhave a legal or constructive obligation to meet the deficit, other than theannually determined minimum funding amount. The annually determined minimum funding amount has been appropriatelyrecognized as a liability at year-end.

 

**HarwoodSuperannuation Fund**

 

In Australia, Rinkergroup entities participate in the Harwood Superannuation Fund (formerly CSRAustralian Superannuation Fund) for those Rinker group employees who arecurrently members of that fund and any new employees who become members of thatfund.  CSR Limited and Rinker eachseparately cover, in effect, 50% of the funding of the accrued defined benefitliabilities of the Harwood Superannuation Fund as at the demerger date, whichare revalued by the actuary at least annually. Rinker Group Limited is responsible for the obligations with respect tobenefits accrued after the demerger relating to individuals who are employedwithin the Rinker group post demerger by their respective group companies.

 

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| **Defined Benefit Funds Sponsored  by  Rinker Group Entities****(US$ million)** | ** ** | **Projected  Benefit  Obligation** | ** ** | **Market  Value  of  Assets** | ** ** | **Surplus  (Deficit)** | ** ** | **Employer  Contributions for the  Year** | ** ** |
|--------------------------------------------------------------------------------------|------------|------------------------------------|------------|-------------------------------|------------|------------------------|------------|-------------------------------------------|------------|
| Harwood Superannuation Fund Defined Benefit  Division(a)                             |       |                               |       |                          |       |                   |       |                                      |       |
| Pre-Demerger  component                                                              |       | 4.1                                |       | 6.6                           |       | 2.5                    |       | 0.0                                       |       |
| Post-Demerger  component                                                             |       | 0.9                                |       | 1.5                           |       | 0.6                    |       | 0.5                                       |       |
| Rinker Materials Corporation Defined  Benefit Pension Plan(b)                        |       | 16.9                               |       | 11.6                          |       | (5.3                   | )          | 1.4                                       |       |
| Rinker Materials Corporation Retirement  Income Plan(b)                              |       | 28.9                               |       | 16.5                          |       | (12.4                  | )          | 3.7                                       |       |
| United Metro/San Xavier Collectively  Bargained Pension Plan(b)                      |       | 19.3                               |       | 14.4                          |       | (4.9                   | )          | 2.2                                       |       |

 

----

(a)          The amounts are calculated in accordancewith US GAAP methods and assumptions to show the projected benefit obligation underSFAS No. 87 with a measurement date of March 31, 2005.  The actuarial review was performed by K.Knapman FIAA.

 

TheFund was separated into two separate plans from the date of demerger, a Rinkergroup plan and a CSR Limited plan.  Eachof the plans comprises a pre and post demerger component.  Shown above is information on the pre andpost demerger components of the Rinker group plan.

 

As at March 31, 2005, the assets attributable tothe Rinker group and CSR Limited combined predemerger plan were 118% of thecorresponding actuarial liabilities as calculated under Australian rules. There is an enforceable obligation for Rinker and CSR Limited tocontribute such amounts as to ensure that the assets are not less than 120% ofthe amount required to meet the accrued defined benefit liabilities as at thedemerger date.  CSR Limited has madeavailable to the fund a bank guarantee to satisfy this obligation.  The actuary revalues the accrued benefitliabilities at least annually.  Rinker isrequired to cover, in effect, 50% of such obligations.  CSR Limited is required to cover, in effect,the remaining 50%.

 

Asat March 31, 2005, the assets attributable to the post demerger Rinker Groupplan were 140% of the corresponding actuarial liabilities as calculated underAustralian rules.  There is anenforceable obligation for Rinker to contribute such amounts as to ensure thatthe assets are not less than 120% of the amount required to meet the actuarialliabilities.  The actuary revalues theaccrued benefit liability at least annually.

 

(b)         The amounts are calculated in accordancewith US GAAP methods and assumptions to show the projected benefit obligation underSFAS No. 87 with a measurement date of December 31, 2004.  The actuarial review was performed by MichaelVon Behren EA MAAA.

 

Thekey assumptions used in thecalculations of pension accrued benefits and market value of assets as shown inthe above table (weighted by total fund assets) were: discount rate (applicableto all plans listed above): 5.9%, compensation increase (applicable to HarwoodSuperannuation Fund and Rinker Materials Corporation Retirement Income Plan):  4.2% and rate of return on assets (applicableto all plans listed above):  7. 8%.

 

In addition, RinkerMaterials contributes to a number of multi-employer defined benefit plans,under the terms of enterprise bargaining/union agreements.  Contributions to these plans are expensed inthe period incurred, and amounted to US$11.0 million or A$14.9 million during2005 (2004: US$9.9 million, A$14.2 million).

 

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*US GAAP*

* *

In addition to the tableabove, the US GAAP impact is described in Note 40 to the financial statementsincluded elsewhere in this report.

 

#### **I.**                 SupplementaryOperating and Financial Review and Prospects - Australian Dollars

#### ** **

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

 

**1.**              SupplementaryManagement discussion and analysis of the financial results – AustralianDollars

 

For the year ended March31, 2005, over around 80% of the Rinker group’s trading revenue was generatedby Rinker Materials in the US.  For theyears ended March 31, 2005, 2004 and 2003, 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 to servicethe current level of Australian dollar dividends.  As a result, the only significant impact ofchanges 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 believethat the best measure of performance for Rinker Materials in the US andReadymix in Australia is their respective local currencies in as much as eachgenerates all revenue and incurs all costs in that local currency. Set outbelow is performance information in A$. Performance information in US dollarsis set out starting at page 50.

 

The average month endexchange rates used for translation of the Rinker Materials’ US$ transactionsinto A$ for the years ended March 31, 2005, 2004 and 2003 are set out in thetable below.

 

| ** **          | ** ** | **Year Ended March 31** | ** ** |
|---------------------|------------|-------------------------|------------|
| ** **          | ** ** | **2005**                | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **          | ** ** | ** **              | ** ** | ** ** | ** ** | ** ** | ** ** |
| **US$/A$- average** |       | 0.7397                  |       |   | 0.6977 |   |   | 0.5654 |   |   |
| Year-on-year change |       | 6                       | %          |   | 23 | % |   | 11 | % |   |

 

Source:  average of Australian dollar hedge settlementrates at the end of the calendar month.

 

For further informationregarding historical US$/A$ exchange rates, see “Item 3. E. –Supplementary Key Information - Australian Dollars Currency of Presentation andExchange Rates” commencing on page 17.

 

***i.      Overview — Yearended March 31, 2005 compared to the year ended March 31, 2004 and 2003***

 

The Rinker group’strading revenue and EBIT for the years ended March 31, 2005, 2004, and 2003 areset out below in Australian 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.

 

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| ** **             | ** ** | **Rinker group  Trading revenues and EBIT  A$ millions  Year Ended March 31** |
|------------------------|------------|------------------------------------------------------------------------------------|
| ** **             | ** ** | **2005**                                                                           | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **             | ** ** | **Trading****revenues**                                                            | ** ** | **EBIT** | ** ** | **Trading****revenues** | ** ** | **EBIT** | ** ** | **Trading****revenues** | ** ** | **EBIT** | ** ** |
| Rinker Materials       |       | 4,502                                                                              |   | 782 |   | 4,139 |   | 568 |   | 4,218 |   | 592 |   |
| Readymix               |       | 1,341                                                                              |   | 191 |   | 1,201 |   | 158 |   | 1,014 |   | 119 |   |
| Corporate costs        |       | —                                                                             |   | (16 | ) | — |   | (13 | ) | — |   | (13 | ) |
| **Total Rinker group** |       | 5,843                                                                              |   | 957 |   | 5,340 |   | 713 |   | 5,232 |   | 698 |   |

 

As previously definedunder “Certain definitions,” “EBIT” means Profit from ordinary activitiesbefore finance and income tax in accordance with Australian GAAP.

 

**Trading revenue**

** **

In Australian dollars,the Rinker group’s trading revenues for the fiscal year ended March 31, 2005were A$5,843 million compared to A$5,340 million forthe fiscal year ended March 31, 2004. This represented an increase of A$503 million, or 9%. Reported A$ trading revenues for Rinker Materials increased by A$363million, reflecting an A$654 million increase in constant currency fromimproved trading, offset by a reduction of A$291 million caused by the 6%change in the US$/A$ exchange rate.  InReadymix, increased trading revenue of A$140 million was due principally toprice and volume increases across all Australian product lines.

 

In Australian dollars,the Rinker group’s trading revenues for the fiscal year ended March 31, 2004were A$5,340 million compared to A$5,232 million forthe fiscal year ended March 31, 2003. This represented an increase of A$108 million, or 2%. Reported A$ trading revenues for Rinker Materials decreased by A$79million, reflecting an A$856 million increase in constant currency, fromimproved trading and a full year contribution from Kiewit, offset by areduction of A$937 million caused by the 23% change in the US$/A$ exchangerate.  In Readymix, increased tradingrevenue of A$187 million related principally to priceand volume increases in concrete and aggregates.

 

**Cost of sales**

 

In Australian dollars, cost of sales forthe Rinker group increased by 5% to A$3,260 million in fiscal year 2005 fromA$3,110 million in fiscal year 2004 which increased 1% from A$3,126 million infiscal year 2003.  In Rinker Materials infiscal year 2005, the Australian dollar reported cost of sales increased A$215 million, expressed in constant A$.  This was due principally to higher tradingvolumes, and higher costs for fuel, steel, and imported cement which haveincreased at rates above general inflation. The effect of this was offset by the strengthening of the A$ relative tothe US$ by 6%, reducing this increase by A$152 million.

 

As a percentage oftrading revenue, cost of sales was 56% in fiscal year 2005, 58% in fiscal year2004 and 60% for fiscal year 2003.  Infiscal year 2005, the percentage decreased due to strong price growth in all productlines and volume improvement largely using existing capacity. In fiscal year2004 the reduction was due primarily to the inclusion of a full year of Kiewit,where the mix of aggregate, concrete

 

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and asphalt businesses have a lower cost of sales than concrete pipe,prestressed products, and gypsum wallboard.

 

**Warehouse anddistribution costs**

** **

In Australian dollars,Rinker group’s warehouse and distribution costs rose 12% to A$1,117million in fiscal year 2005 from A$994 million in fiscal year 2004 and fromA$932 million in fiscal year 2003. In Rinker Materials, a cost increase of A$163 million, expressed in constant Australian dollars,reflects the increase in trading volumes combined with sharply higher costs forfuel and ocean freight, which have increased at a faster rate than priceincreases.  The strengthening of the A$relative to the US$ had the effect of reducing the increase by A$60 million.

 

**Selling, general andadministrative costs**

** **

In Australian dollars,selling, general and administrative costs increased 4% to A$551million in fiscal year 2005 from A$529 million in fiscal year 2004 after havingdecreased 1% from A$537 million in fiscal year 2003.  In Rinker Materials an increase of A$6million comprised an increase of A$31 million from operating activities offsetby an A$25 million reduction from the 6% stronger A$ relative to the US$.  In fiscal year 2005 selling, general andadministrative costs were 9.4% of trading revenue compared to 9.9% in fiscalyear 2004 and 10.3% in fiscal year 2003. Increased trading volumes and the integration of business acquisitionswithin existing administration cost structures, have reduced administration andother operating costs as a percentage of trading revenue, with operating costimprovements offsetting upward cost pressures in existing businesses and fromthe addition of new businesses.

 

**Other revenue andexpenses from ordinary activities**

** **

Other revenue, primarilyrelated to the divestment of non-core businesses and the disposal of property,plant and equipment and other assets, was A$162 million in fiscal year 2005, anincrease from A$45 million in fiscal year 2004 which represented an A$85million decrease from A$130 million in fiscal year 2003.  In fiscal year 2005, the Prestress businesswas divested by Rinker Materials in December 2004 with revenue on disposal of A$42 million, and the Polypipe business was divested inFebruary 2005 with revenue on disposal of A$86 million.  In fiscal year 2004 the largest item of theother revenue was the sale of surplus land in Florida for A$19 million.  All other transactions in fiscal years 2005and 2004 related to the sale surplus property, plant and equipment, primarilyin Rinker Materials and were all individually less than A$10million.

 

Other expenses primarilyrepresent the book value of businesses divested and property, plant andequipment and other assets sold.  Infiscal year 2005 other expenses included A$61 millionbook value of disposed assets in the Prestress business, and A$75 million bookvalue of disposed assets in the Polypipe business.  In fiscal year 2004 other expensesadditionally include an A$15 million impairment write-down in the value of theprestress business and a provision of A$6.5 million for rationalization of theDayton, Ohio precast facility.

 

**EBIT**

** **

The Rinker group’s EBIT of A$957 millionfor the year ended March 31, 2005 represented an A$244million, or 34%, increase compared to EBIT for the year ended March 31, 2004 ofA$713 million.  The increase was due toA$33 million increase in Readymix due to margin improvement from strong volumeand price growth and increased contribution from joint venture earnings,combined with an A$214 million increase in Rinker Materials.  The increase in Rinker Materials reflects anA$270 million increase in constant A$ currency partly offset by an A$56 millionnegative impact from the stronger A$ relative to the US$.

 

81

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The Rinker group’s EBIT of A$713 millionfor the year ended March 31, 2004 represented an A$15million, or 2%, increase compared to EBIT for the year ended March 31, 2003 ofA$698 million.  The increase was due to A$39 million increase in Readymix due to improved prices andvolume offset by A$24 million decrease in Rinker Materials.  The decrease in Rinker Materials reflected a A$127 million negative impact from the stronger A$relative to the US$ with Rinker Materials’ constant currency A$ EBIT increasingfrom A$592 million to A$695 million.

 

EBIT for the fiscal year2003 included corporate costs of A$13 million, whichrepresent an estimate of total corporate costs, which would reasonably beincurred by Rinker if it had been a separately listed company for the periodsreported.  Corporate costs included inEBIT for the fiscal years 2005 and 2004 were A$16million and A$13 million respectively.

 

**Borrowing costs**

** **

Borrowing costsdecreased by 18% to A$70 million in fiscal year 2005 from A$85 million infiscal year 2004 and A$105 million in fiscal year 2003.  The decrease in fiscal year 2005 reflectsreduced average outstanding debt balances due to strong cash flow and theimpact of the stronger Australian dollar on translating interest on US dollardenominated debt. In fiscal year 2004, borrowing costs were also lower thanfiscal year 2003, primarily as a result of the stronger Australian dollarimpact of translating interest on US dollar denominated debt and lower marketinterest rates.

 

**Interest income**

** **

**Interestincome was A$26 million in fiscal year 2005 compared to A$16 million in fiscalyear 2004 and less than A$1 million in fiscal year 2003.  The increase in interest income in fiscalyears 2005 and 2004 reflects strong cash flows in both years and cash balancesreceived from CSR on demerger during both fiscal years 2004 and 2003. Cashbalances have been invested in short term interest bearing investments pendinginvestment in acquisition opportunities. At the end of fiscal year 2005 Rinker had approximately A$689 million onshort term deposit, principally in A$ accounts earning approximately 5.5%interest.**

** **

**Income tax expenserelating to ordinary activities**

** **

Income tax expenserelating to ordinary activities increased by A$105 million to A$321 million infiscal year 2005, compared to A$216 million in fiscal year 2004 and A$208million in fiscal year 2003. The Rinker group’s effective tax rate increasedfrom 33.6% in fiscal year 2004 to 35.2% in fiscal year 2005, reflecting aslightly higher proportion of the Rinker Group’s EBIT being derived in the UnitedStates, where the federal rate of 35% plus state tax on earnings is higher thanthe corporate rate of 30% in Australia. In fiscal year 2004 the Rinker Materials effective rate was lower alsodue to one-time tax refunds principally from finalization of tax returns onrecent acquisitions.

 

**Net profit attributableto members of Rinker**

** **

The net profitattributable to members of Rinker increased by A$158million or 37% to A$585 million for fiscal year 2005 from A$427 million forfiscal year 2004.

 

Net profit attributableto members of Rinker of A$585 million in fiscal year 2005 comprised EBIT ofA$957 million plus interest income of A$26 million less borrowing costs of A$70million, tax expense of A$321 million, and outside equity interests of A$7million.

 

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.

 

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***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, virtually the only impact of changes in the US dollar/Australiandollar exchange rate is one of accounting translation for financial reportingpurposes.

 

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 which starts at page 60.

 

For the convenience ofreaders interested in financial statements in A$, the results of operations inA$ for Rinker Materials for the years ended March 31, 2005, 2004, and 2003 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,** | ** ** |
|--------------------------------------|------------|--------------------------------------------------------------------------------------------------------------|------------|
| ** **                           | ** ** | **2005**                                                                                                     | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **                           | ** ** | **Trading****revenues**                                                                                      | ** ** | **EBIT** | ** ** | **Trading****revenues** | ** ** | **EBIT** | ** ** | **Trading****revenues** | ** ** | **EBIT** | ** ** |
| Aggregates                           |       | 1,229.9                                                                                                      |       | 233.7 |   | 1,157.7 |   | 200.9 |   | 1,108.6 |   | 185.4 |   |
| Cement                               |       | 569.0                                                                                                        |       | 147.1 |   | 542.5 |   | 137.6 |   | 579.2 |   | 153.5 |   |
| Concrete, concrete block and asphalt |       | 2,216.5                                                                                                      |       | 265.3 |   | 1,968.8 |   | 166.9 |   | 1,782.8 |   | 151.3 |   |
| Concrete pipe and products           |       | 642.4                                                                                                        |       | 111.3 |   | 611.5 |   | 78.6 |   | 777.2 |   | 107.6 |   |
| Other (2)                            |       | 625.2                                                                                                        |       | 24.5 |   | 591.6 |   | (16.0 | ) | 703.5 |   | (5.8 | ) |
| Eliminations (1)                     |       | (780.7                                                                                                       | )          | — |   | (733.6 | ) | — |   | (733.7 | ) | — |   |
| **Total Rinker Materials in A$**     | ** ** | **4,502.3**                                                                                                  | ** ** | **781.9** | ** ** | **4,138.5** | ** ** | **568.0** | ** ** | **4,217.6** | ** ** | **592.0** | ** ** |

 

----

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

 

(2)          Other includes Gypsum Supply, Prestressedconcrete, 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 dollarreporting purposes, the Rinker group is susceptible to changes in the exchangerate between the US dollar and the Australian dollar.  The sensitivity of the Rinker group’sAustralian dollar reported results to movements in the exchange rate aredescribed in “Item 11 - Quantitative and Qualitative Disclosures about MarketRisks,” with sensitivity reduced through the Rinker group’s currency hedgingpolicies also described in “Item 11 - Quantitative and Qualitative Disclosuresabout Market Risks.”

 

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Thetable below sets out the results of Rinker Materials in A$.  The average month end Australiandollar hedge settlement rates (“US$/A$ average exchange rate”) used fortranslation of the Rinker Materials US$ transactions into A$ for Australiandollar reporting purposes for the years ended March 31, 2005, 2004 and 2003 isalso included in the table below.  Anappreciation of the A$ relative to the US$ has an adverse impact on the Rinkergroup’s reported A$ results.

 
| ** **                        | ** ** | **Rinker Materials****Trading Revenues and EBIT  $ Millions unless otherwise stated  Year ended March 31** | ** ** |
|-----------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|
| ** **                        | ** ** | **2005**                                                                                                        | ** ** | **2004** | ** ** | **2003** | ** ** |
| ** **                        | ** ** | **Trading****revenues**                                                                                         | ** ** | **EBIT** | ** ** | **Trading****revenues** | ** ** | **EBIT** | ** ** | **Trading****revenues** | ** ** | **EBIT** | ** ** |
| Total Rinker Materials in US$     |       | 3,321.5                                                                                                         |       | 578.1 |   | 2,867.6 |   | 391.8 |   | 2,383.0 |   | 333.6 |   |
| Total Rinker Materials in A$      |       | 4,502.3                                                                                                         |       | 781.9 |   | 4,138.5 |   | 568.0 |   | 4,217.6 |   | 592.0 |   |
| US$/A$ average exchange rate |       | 0.7397                                                                                                          |       |   |   | 0.6977 |   |   |   | 0.5654 |   |   |   |

 

For Australian dollarreporting purposes, compared to the fiscal year 2005 exchange rate, theappreciation of the A$ in fiscal year 2005 has had a negative impact on RinkerMaterials’ trading revenue of A$291 million, and on EBIT of A$56 million. ForAustralian dollar reporting purposes, compared to the fiscal year 2003 exchangerate, the appreciation of the A$ in fiscal year 2004 has had a negative impacton Rinker Materials’ trading revenue of A$937 million, and on EBIT of A$127million.

 

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

 

The results ofoperations for the Readymix segment in Australian dollars for the years endedMarch 31, 2005, 2004 and 2003 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** | ** ** | **2005**                | ** ** | **2004** | ** ** | **2003** | ** ** |
| Trading revenue     |       | 1,340.7                 |       |   | 1,201.0 |   |   | 1,014.1 |   |   |
| EBIT                |       | 191.1                   |       |   | 158.3 |   |   | 119.5 |   |   |
| EBIT Margin %(1)    |       | 14.2                    |       |   | 13.2 |   |   | 11.8 |   |   |

 

----

(1)          EBIT margin % is EBIT divided by tradingrevenue

 

*Year ended March 31, 2005 compared to the year endedMarch 31, 2004*

* *

**Trading Revenue**:  Trading revenue of A$1,340.7 million for the year ended March 31, 2005represented an A$139.7 million, or 12%, increase compared to trading revenuefor the year ended March 31, 2004 of A$1,201.0 million.  The increase was due to volume and priceimprovement in all Australian product lines.

 

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Australian concretevolumes increased by 9%, aggregate volumes by 2%, and concrete pipe and productvolumes by 13% in fiscal 2005.  Volumeswere assisted by a full year contribution from acquisitions during the yearended March 31, 2004. Concrete prices increased by 5%, aggregate by 11%, andconcrete pipe and products by 4% in fiscal 2005.

 

In China, concretevolumes were ahead of the previous fiscal year by 15% reflecting large projectwork, but the economy slowed during the year, which combined with intensecompetition resulted in a decline in average prices of 6%.

 

**EBIT**:  EBIT of A$191.1 million for theyear ended March 31, 2005 represented an A$32.8million, or 21%, increase compared to EBIT of A$158.3 million for the yearended March 31, 2004.

 

The increase reflectsprincipally:

 

•                  Marginimprovement in each of the Australian concrete, aggregate and concrete pipe andproducts operations from the achievement of strong volume and price growth(A$20 million);

 

•                  A full yearcontribution from the Excel, Broadway & Frame, Edwards & Beerwahacquisitions in fiscal year 2004 (A$5 million);

 

•                  The adoptionof tax consolidation by Cement Australia, which resulted in a favorable A$14million increase in the Readymix share of joint venture after tax earnings(which is equity accounted into Rinker EBIT);

 

•                  Sharplyimproved results from the other Readymix joint venture operation, Emoleum (A$7million); and

 

•                  Reduced EBIT(A$13 million) from the China operations impacted by a slowing economy andincreased provisions for doubtful customer receivables.

 

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

* *

**Trading Revenue**:  Trading revenue of A$1,201.0 million for the year ended March 31, 2004represented an A$186.9 million, or 18%, increase compared to trading revenuefor the year ended March 31, 2003 of A$1,014.1 million.  The increase in trading revenue wasapproximately evenly divided between volume improvement in the heritagebusiness, the contribution from fiscal year 2004 acquisitions, and priceimprovement across all product lines. Acquisitions included the Excel quarryand concrete business in southeast Queensland, Broadway & Frame inVictoria, two other small acquisitions in Australia and Qingdao concrete inChina.  Concretevolumes and aggregate volumes, 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 EBIT of A$119.5 million for the year ended March 31,2003.  The increase in the EBIT wasprincipally due to a A$10.9 million contribution fromfiscal year 2004 acquisitions, a A$6.4 million increase in EBIT from theconcrete pipe and concrete products business, with the balance from improvedmargins in the aggregate and concrete businesses.

 

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## **Item 6**                                      Directors, Senior Management, and Employees

 

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

#### ** **

The board of Rinker setsthe group’s strategic direction and delegatesresponsibility for management to the Chief Executive. Rinker’s constitutionprovides that the number of non-executive directors shall be such number fromfive to ten as the directors from time to time determine.  In addition, the directors may appoint up tothree executive directors of whom one may be the managing director of Rinker.As of the date of this annual report, the number of directors is six, one ofwhom 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-executive directors, rounded down tothe nearest whole one, (or such greater number as the listing rules of the ASX mayrequire, or the board of directors may from time to time determine) arerequired to retire at each annual general meeting by order of seniority ofelection or, if equal in seniority, as determined by directors.  Directors, other than the managing director,may not continue to hold office without re-election or ratification of theirappointment by the shareholders after the third annual general meetingfollowing their last election or ratification of their appointment by theshareholders.

 

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

 

Details of the directorsin office at May 12, 2005 are as follows:

 

**John Morschel**

**DipQS, FAIM,age 61**

**Chairman.****  Independent, non-executivedirector.**

Joined the Rinker board, and waselected 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 ANZ Banking Group Ltd, Singapore Telecommunications Limited andTenix Pty Limited.  A former managingdirector of Lend Lease Corporation Limited, he has particular experience in thebuilding and construction and finance industries.  John is chairman of Rinker’s NominationsCommittee and a member of Rinker’s Safety, Health & EnvironmentCommittee.  Resides inSydney, Australia.

 

**Listed company directorships held during lastthree financial years:**

ANZ Banking Group Limited fromOctober 2004 (current)

CSR Limited from April 1996 toApril 2003

Leighton Holdings Limited fromAugust 2001 to March 2004

Rio Tinto Limited from November1998 to April 2005

Rio Tinto plc from November 1998to April 2005

Singapore TelecommunicationsLimited from September 2001 (current)

 

John was last elected at the2004 annual general meeting.  His currentterm will expire no later than the close of the 2007 annual general meeting.

 

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** **

**Marshall Criser**

**JD, age 76**

**DeputyChairman.  Independent,non-executive director.**

Joined theRinker board on April 12, 2003.  Prior to the demerger, Marshall had been adirector and chairman of Rinker Materials since 1993.  Marshall is a lawyer and is currentlychairman of Scripps Florida Funding Corp and a director of Flagler System Inc.  He is a former Chairman of the FloridaCouncil of 100, the State Board of Regents and a former President of theFlorida Bar.  Marshall is a formerpresident of the University of Florida, and a former chairman of the university’sboard of trustees. Marshall is the chairman of Rinker’s Audit Committee and amember of Rinker’s Nominations Committee and its Compensation & HumanResources Committee.  Residesin Florida, USA.

 

**Listed company directorships held during lastthree financial years:**

Nil

 

Marshall was last elected at the 2003 annualgeneral meeting.  He is seekingre-election at the 2005 annual general meeting.

 

**David Clarke**

**DipEng, age 61**

**ChiefExecutive Officer.****  Non-independent, executivedirector.**

Joined the Rinker board on February 3, 2003.  Prior to the demerger, David had been anexecutive director of CSR since 1996.  Hehas been chief executive officer of Rinker Materials since 1992 and a directorof Rinker Materials since 1987.  David’sentire career has been based in the heavy building materials industry, and hehas worked extensively in the US, Australia and South East Asia.  Resides in Florida, USA.

 

**Listed company directorships held during lastthree financial years:**

CSR Limited from July 1996 to April 2003

 

David was last elected at the 2003 annualgeneral meeting.  As Chief ExecutiveOfficer, he is not required to seek re-election.

 

**John Arthur**

**LLB,age 50.****  Independent, non-executive director.**

Joined the Rinker board on February 3, 2003.  Prior to the demerger, John had been a memberof the CSR board si**n**ce 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 + Tobin and was previously a partner atFreehills.  Prior to that, John wasgeneral counsel at the Lend Lease Group. John is a director of the integratedreal estate group Investa Property Group and of CPG Australia Pty Ltd. He is aformer director of EDS Australia Pty Ltd. John is chairman of Rinker’s Safety, Health & Environment Committeeand a member of Rinker’s Compensation & Human Resources Committee and itsNominations Committee.  Resides in Sydney, Australia.

 

**Listed company directorships held during lastthree financial years:**

CSR Limited from March 2001 to April 2003 Investa Property Group from July2001 (current)

 

John was last elected at the 2003 annualgeneral meeting.  He is seekingre-election at the 2005 annual general meeting.

 

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**John Ingram**

**FCPA, age 63.****  Independent,non-executive director.**

Joined the Rinker board onOctober 1, 2003.  John is chairman of WattylLimited and Nick Scali Limited.  He isalso a director of United Group Limited and Savings Australia Pty Ltd(Superannuation Trust of Australia). John has extensive experience in manufacturing and in the buildingmaterials industry, both in Australia and overseas and was previously managingdirector of Crane Group Limited.  John ischairman of Rinker’s Compensation & Human Resources Committee and is amember of Rinker’s Audit Committee and its Nominations Committee.  Resides in Sydney,Australia.

 

**Listed company directorships held during lastthree financial years:**

Crane Group Limited from June 1984 to January 2004

Nick Scali Limited from May 2004 (current)

United Group Limited from April 2003 (current)

Wattyl Limited from December 2001 (current)

 

John was last elected at the 2004 annual general meeting.  His current term will expire no later thanthe close of the 2007 annual general meeting.

 

**Walter Revell**

**BS, age 70.****  Independent, non-executive director.**

Joined the Rinker board on April 12, 2003.  Prior to the demerger, Walter had been adirector of Rinker Materials since 2000. He is a former secretary of transportation for the State of Florida,former chairman of the Florida Chamber of Commerce, former chairman of theFlorida 2020 Energy Commission and former chairman of the Greater Miami ForeignTrade Zone.  Walter is a director of TheSt. Joe Company, International Finance Bank, NCL Corporation Limited and EddHelms Group, Inc.  He is a member ofRinker’s Audit Committee, its Safety, Health & Environment Committee andits Nominations Committee.  Resides in Florida, USA.

 

**Listed company directorships held during lastthree financial years:**

Edd Helms Group, Inc. from April 2002 (current)

The St. Joe Company from May 1994 (current)

 

Walter was last elected at the 2003 annual general meeting.  He will stand for re-election at the 2006annual general meeting.

 

**Senior Management**

 

The profiles of theRinker group’s senior management teams at May 12, 2005 are set out below.

 

**Rinker Group Limited**

** **

**David Clarke** – Chief Executive Officer.

 

**PeterAbraham**, 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.  Previouslyexecutive assistant to the managing director, Peter held a number of seniorcommercial and legal roles with CSR.

 

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**DavidBerger**, BS, MBA, age 42 –Vice President Strategy and Development

 

David Berger joined Rinker Materials as Vice President Gypsum SupplyDivision in 1999. In 2001, he also undertook responsibility for Polypipe, and for Prestress in 2002. Before joining RinkerMaterials, David’s experience included consulting at A.T. Kearney Inc and hehas been vice president of the building products division of Georgia-Pacific.

 

**Thomas Burmeister**, BSBA, age 61 –Chief Financial Officer.

 

ThomasBurmeister joined Rinker Materials as Chief Financial Officer in 1998. He waspreviously the chief financial officer of Siemens ElectroCom International forfive years, after 26 years in various financial roles with the General ElectricCompany.

 

**IraFialkow,** BBA, CPA, age 46 -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.

 

**Debra Stirling**, BA, age 46 –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.

 

**Rinker MaterialsCorporation**

** **

**David Clarke** – President and Chief Executive Officer

 

**Thomas Burmeister** – Chief Financial Officer

 

**Ira Fialkow** - Vice President Shared 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.

 

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

 

Karl Watson, Jr. was appointed President Rinker Materials West effectiveJune 2004. Previously, he had been Chief Executive Readymix Holdings and VicePresident of Florida Materials.  Karl has16 years experience in the construction materials industry, having worked hisway up through Rinker Materials in a variety of roles.

 

**Karl Watson**, **Sr**.,AS, age 63 – President and Chief Operating Officer, USConstruction 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.

 

89

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

 

**Readymix**

** **

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

 

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 director oftechnical 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 “Item10.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 fiscal year March 31, 2005, wasUS$11,942,176. The aggregate amount set aside or accrued by Rinker groupentities during fiscal year-end March 2005,to provide pension and retirement benefits for directors and senior managementof Rinker

 

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was US$865,717. Further compensation details are provided in Note 26 to thefinancial statements included elsewhere in this report.

 

**1.**              Remuneration& Human Resources Committee

 

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

 

The Committee iscomprised solely of independent non-executive directors, being John Ingram(Chairman),  JohnArthur and Marshall Criser.

 

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

 

The Committee’s primary responsibility is to assistthe Board in fulfilling its corporate governance and oversight responsibilitieswith 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 interest of shareholders,Rinker’s performance, the performance of the relevant executive and employmentmarket conditions.

 

•                  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 andresponsibilities, including the authority to engage external professionals, onterms it determines appropriate, without seeking approval of the Board ormanagement.

 

Rinker engaged externaladvisors on matters relating to remuneration. All information relevant to matters being considered by the Committeehas been made available to its members. The Committee did not separately retain any advisors during the year.

 

The table below liststhose advisors who were retained during the year.  All advisors are independent and were engagedsolely 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.                                                                                       |
| John V. Egan Associates       |       | Australian  Non-Executive Director Compensation and Benchmarking.Australian Executive Compensation  and Benchmarking. |
| Stern Stewart                 |       | Short Term Incentive Plan Design.                                                                                     |

 

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

 

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**2.**              RemunerationPrinciples

 

The Board recognizesthat Rinker’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 dedicated to the interests of its shareholders.

 

Rinker’s remunerationprinciples:

 

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

 

•                  Asignificant portion of executives’ rewards is linked to performance in creatingvalue for shareholders.

 

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

 

•                  Severancepayments for executives are limited to pre-established contractual arrangementswhich do not require Rinker to make any unjustified payments in the event oftermination for cause.  (See Section5.1.3 for termination benefits for the Chief Executive.  Section 6, footnotes 7 and 8 outline terminationbenefits for Senior Executives).

 

•                  Full legalcompliance and 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 and practices.

 

**3.**              RemunerationStructure

 

The remuneration structure for seniormanagement comprises policies and programs under two general categories:  fixed and variable remuneration

 

•                  Fixedremuneration is made up of base salary and welfare, retirement, and incidentalother benefits.

 

•                  Variableremuneration consisting of an annual short-term incentive plan and long-termincentives is tied to performance and is at risk, depending upon performance.

 

The remunerationstructure is designed to strike an appropriate balance between fixed andvariable remuneration.  To accomplishthis, the Committee considers, in addition to the performance of individualexecutives, external benchmarking data and Rinker’s relative performanceagainst a group of peer companies.  Thepeer group includes companies in the construction materials business.  (See performance chart under section 3.2.2a fora comparison of Rinker’s performance against its group of peer companies.)  After this review, the Committee determinesthe base salary for the Chief Executive and Senior Executive team anddetermines the parameters for variable remuneration.

 

All remuneration received by the ChiefExecutive and Senior Executive team is detailed in sections 5 and 6 of this “Item6.B. Remuneration Details of Executive Directors and Senior Management”.

 

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**3.1  Base Salary**

 

Base salaries are determinedby reference to appropriate benchmark information, taking into account anindividual’s responsibilities, performance, qualifications, experience andgeographic location. The broad objective is to ensure that the base salary isset at median market levels.  For fiscalyear 2005, the base salary of Rinker’s Chief Executive was slightly below the50th percentile of salaries of chief executives of a broad sample ofcomparable companies.

 

**3.2  Variable Remuneration**

 

The Committee and theBoard believe that well designed and managed short-term and long-term incentiveplans are important elements of employee remuneration, providing tangibleincentives for employees to strive to improve Rinker’s performance both in theshort-term and long-term for the benefit of shareholders.  Participation in these plans encouragesemployees within the Rinker group to enjoy a greater involvement and share inthe future growth, prosperity and profitability of the company in a way that givesthem a common interest with shareholders.

 

The proportions of totalremuneration which may be received in variable form varies between seniorRinker group managers but is consistent with local practices in each country,and takes into account individual’s responsibilities, performance and experience.  All variable remuneration is tied toperformance.

 

Under the Short-TermIncentive Plan (“STI”), performance is measured through generation of EconomicProfit (“EP”), a measure of profit after taking into account the cost ofinvested capital required to produce that profit (that is, the profit after taxless the cost of capital).  The Committeechose this measure as it is closely linked to the creation of additional valuefor shareholders.   If EP is positive,shareholder value is being created. Through its design, the STI encourages participants to both sustain andimprove upon performance levels reached in the prior year.  Since EP is measured at the operating unit level,each manager in the organization has an incentive to maximize the EP of his orher operating unit.

 

For fiscal year 2005,the targeted bonus opportunity for the Chief Executive was 75% of his basesalary and for the members of the Senior Executive team,the targeted bonus opportunity was 55% of their base salary.  Because actual performance greatly exceededtarget levels, STIs earned by the Chief Executive and members of the SeniorExecutive team also exceeded the targeted percentages of base salary.   Maximum annual payment to all participantswas limited to their base salary as at March 31, 2005.  Amounts earned that exceed the paymentlimitations are tracked in a “Contingent Bonus Reserve” and are at risk offorfeiture based on future results and continued employment.

 

For fiscal year 2006,after consideration of external advice the Committee recommended and the Boardapproved an increase in the maximum annual payment limitation for the chiefexecutive to one and a half times his base salary as at March 31, 2006.  All other provisions of the plan areunchanged.

 

Under the Long-TermIncentive Plan (“LTI”), performance is measured by comparing Rinker’s TotalShareholder Return (“TSR”) (share price appreciation plus dividends reinvested)with a group of peer companies.  This isan equity based plan under which participants can earn Rinker shares, AmericanDepositary Receipts (“ADRs”) or both. The Committee believes this best alignsthe interests of participants in the LTI with those of its shareholders as itmeasures Rinker’s performance in generating returns to shareholders against itspeer group of companies.

 

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Althoughthe maximum number of shares that could vest for each individual participant islimited by the number of shares granted, as the market price of the sharesincreases (or decreases) so does the value of the grant to the participants.

 

**3.2.1**                     Short-TermIncentive Plan

 

The STI is designed todirectly link variable remuneration to financial performance.  It is an integral part of the Rinker highperformance culture and is designed to drive continuous performance improvementin each business in the Rinker group.

 

Effective fiscal year2005, Rinker redesigned the STI Plan to reward for sustained improvements inEP, clearly aligning participants’ interests with those of shareholders.    A goal of this design was to segregate theinternal planning process from incentive plan targets by building in mechanismsthat ensure that rewards are only paid for sustainable improvements in EP.

 

Key components of theSTI include:

 

a.               Incentivesbased on changes in EP from the prior year. In any given year and subject to the overriding cap referred to below,cash payments are limited to:

 

•                  the value of the target bonus plus one-third of the amountearned over target bonus for the Chief Executive and Senior Executive team; or

 

•                  twice the target bonus for all other participants.

 

For fiscal year March 2005, in all cases payments were capped at aparticipant’s March 31, 2005 annual base salary.  For fiscal year March 2006, the payment tothe Chief Executive will be capped at one and a half times his base salary (asat March 31, 2006), and all other participants will continue to be capped atone times their base salary (as at March 31, 2006).

 

b.              EPimprovement targets are set for multiple years to encourage longer-termdecision making and continuous improvement.

 

c.               Amounts Declared represent the full amount of the STI plan awardearned during the year.  These amountsare fully accrued and expensed in Rinker’s accounts during the year in which theyare earned.  Amounts declared above thepayment caps (as described in Section 3.2.1a, the first point above) aretracked in a Contingent Bonus Reserve and may be paid out in future years.

 

d.              TheContingent Bonus Reserve is at risk, based on future performance and is notsubject to interest.  Upon termination ofemployment, the participants do not have any claims for this amount.  Should performance fall below acceptable levels,part or all of the amounts conditionally deferred in the Contingent Bonus Reservemay be forfeited.  This component isintended to further motivate STI participants to sustain and improve resultsinto future years.

 

e.               TheCommittee has discretion to adjust the calculated awards for the ChiefExecutive and Senior Executive team based on company performance related tosafety, health and environmental issues; and their overall compliance withpolicies and commitment to Rinker’s Code of Business Ethics and to theorganization’s values.

 

Based on the excellentperformance of Rinker during the past fiscal year, as measured by improvementin EP and achievement of individual goals, the Board has approved a declarationtotaling

 

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US$6,797,879 for the Chief Executive and Senior Executive team.  Due to theabove-mentioned caps, the Committee has approved incentive award payments equalto US$3,424,542 for this group with the balance, or US$3,373,337, tracked inthe Contingent Bonus Reserve.  (See table“Short-term incentive plan – Contingent Bonus Reserve” for additional detailregarding the STI amounts earned and tracked in the Contingent Bonus Reservefor the Chief Executive and Senior Executive team.)

 

**3.2.2**                  Long-TermIncentive Plans

 

Effective fiscal year2005, Rinker introduced the Performance Share Plan (“PSP”).  This plan supersedes all previous Long-TermIncentive Plans although one of those plans, the Cash Award Share Plan (“CASP”)will continue until the completion of its performance period.

 

**3.2.2a**               PerformanceShare Plan

 

The PSP is a long-termequity incentive plan for Rinker’s Chief Executive, Senior Executive team andemployees making key contributions in Australia or the United States.  The PSP is designed to align participant’sinterest with that of shareholders by increasing the value of Rinkershares.  For executives in the UnitedStates, the PSP replaced a Long-Term Incentive Plan, the performance period ofwhich concluded March 31, 2004.  Nofurther payments will be made under that plan. For executives in Australia, the PSP replaced any new issues that wouldhave been made under CASP in Australia. The qualifying period for the one CASP grant issued (and which is stilloutstanding) will conclude no later than August 11, 2008.

 

Under the PSP, eligibleparticipants are offered the opportunity to qualify for Rinker shares based onRinker’s TSR performance versus a peer group of companies.   The initial value of the award that can bepotentially earned by a participant is based on Rinker’s financial performance,as well as level of responsibility and individual performance.  Shares are acquired on market, on behalf ofparticipants.  The shares only vest ifperformance and time qualifications are met.

 

The initial value of thepotential award, as referred above, is applied under the PSP to purchase Rinkershares (or ADRs or both) on market in the ordinary course of trading on theAustralian Stock Exchange (“ASX”) or the New York Stock Exchange (“NYSE”) orboth.  Once the shares are purchased onmarket, participants are entitled to any dividends, return of capital or otherdistribution made in respect of Rinker shares (and/or ADRs) held on theirbehalf, prior to vesting.  Eachparticipant may direct the plan trustee how to vote any shares held on theparticipant’s behalf.  In the absence ofthose directions the shares will not be voted.

 

The first offering underthe PSP was during fiscal year 2005.  Thevesting hurdle for these shares is the Rinker TSR percentile ranking within agroup of peer companies between April 1, 2004 and March 31, 2007.  For that first offering, a portion of theaward will vest at 25th percentile performance and increase up to100% vesting at 75th percentile performance versus the group of peercompanies.  (See table “Summary ofLong-Term Incentive Plans” that follows.)

 

A proportionate shareof the PSP award grant related to fiscal year 2005, has been included in theremuneration table in sections 5.1.1 and 6 under the heading “Long-TermIncentive – PSP.”

 

Participants will beencouraged to make progress toward achieving full compliance with Rinker’sShare Ownership Guidelines (see Section 4) by retaining at least 25% of vestedshares.

 

A second grant has beenapproved for fiscal year March 2006 on similar terms to the first grant.

 

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Having regard to thelong-term incentive plan design changes taking place in Australia and theUnited States, the Committee will undertake a further review of the PSP designduring the coming year, including vesting provisions, to determine if anychanges to the plan should be considered for future grants.

 

**Performanceof Rinker for Performance Share Plan**

** **

The chart below showsRinker’s Total Shareholder Return compared with its group of peer companies.

 

From April 1, 2004 to March 31, 2005

 

****

 

**3.2.2b**               Cash AwardShare Plan

 

The CASP is a long-termequity incentive plan for Australian-based Senior Executives and keycontributor employees that was also designed topromote the TSR of Rinker shares.  Asdescribed above, it has been superseded by the Performance Share Plan effectivefrom 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 acquired onbehalf of a participant by the plan trustee and are being held by the trusteesubject 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 S&P/ASX 200 TSR betweenAugust 11, 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

 

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specify the basis on which any bonus shares issued in respect of sharesreceived under CASP, or shares received on behalf of a participant on exerciseof rights issues, will be 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.

 

For Australian-basedexecutives, a proportion of the CASP award grant related to fiscal year 2005,has been included in the remuneration tables in section 6 under the heading “Long-TermIncentive - CASP.”

 

**Performance of Rinkerfor Cash Award Share Plan**

 

The chart belowillustrates the performance of Rinker relative to the S&P/ASX 200.

 

From August11, 2003 to March 31, 2005

 

Rinker’s TotalShareholder Return compared to the S&P/ASX 200

 

 

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**3.2.2c**               Summary Of Long-Term Incentive Plans

 
| ** **                                  | ** ** | **CASH AWARD SHARE**                                                                                                    | ** ** | **PERFORMANCE SHARE PLAN (PSP)**                                                                                                                                                                                                              |
|---------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **FEATURE**                                 | ** ** | **PLAN (CASP)**                                                                                                         | ** ** | **Fiscal Year 2005**                                                                                                                                                                                                                          | ** ** | **Fiscal Year 2006** |
| **Offered To:**                             |       | Australian-based Executives                                                                                             |       | Australian and US-based Executives                                                                                                                                                                                                            |   | Australian and US-based Executives |
| ** **                                  |       |                                                                                                                    |       |                                                                                                                                                                                                                                          |   |   |
| **Grant Cycle:**                            |       | Not Applicable – Legacy Plan Qualifying / Performance period for the only grant  issued has not yet concluded |       | Annual Grants with Performance Based  Vesting Three-years from Grant Date                                                                                                                                                                     |   | Annual Grants with Performance Based  Vesting Three-years from Grant Date |
| ** **                                  |       |                                                                                                                    |       |                                                                                                                                                                                                                                          |   |   |
| **Measurement  From:  To:**                 |       | Remaining Grant:  August 11, 2003 (1)  August 11, 2006                                                                  |       | Fiscal Year 2005  April 1, 2004 (2)  March 31, 2007                                                                                                                                                                                           |   | Fiscal Year 2006  April 1, 2005  March 31, 2008 |
| ** **                                  |       |                                                                                                                    |       |                                                                                                                                                                                                                                          |   |   |
| **Qualifying /  Performance  Period Ends:** |       | August 11, 2008                                                                                                         |       | March 31, 2007                                                                                                                                                                                                                                |   | March 31, 2008 |
| ** **                                  |       |                                                                                                                    |       |                                                                                                                                                                                                                                          |   |   |
| **Performance  Condition**                  |       | TSR compared to S&P/ASX 200                                                                                         |       | TSR ranking within a Peer Group of  Companies                                                                                                                                                                                                 |   | TSR ranking within a Peer Group of  Companies |
| ** **                                  |       |                                                                                                                    |       |                                                                                                                                                                                                                                          |   |   |
| **Vesting Schedule**                        |       | TSR <= S&P/ASX 200 = 0%  TSR > S&P/ASX 200 = 100%                                                         |       | <25th percentile = 0%  25th – 50th percentile = 20% - 40%  50th – 75th percentile = 40% - 100%  >75th percentile = 100%                                                                                                       |   | <25th percentile = 0%  25th – 50th percentile = 20% - 40%  50th – 75th percentile = 40% - 100%  >75th percentile = 100% |
| ** **                                  |       |                                                                                                                    |       |                                                                                                                                                                                                                                          |   |   |
| **Peer Group (3)**                          |       | S&P/ASX  200                                                                                                        |       | Boral LimitedCemex SA  de CVCRH plcFlorida Rock Industries, Inc.  Hanson plcHeidelberg Cement AGHolcim LimitedLafarge N.A.Lafarge S.A.Martin Marietta Materials, Inc.St. Lawrence Cement Group, Inc.US Concrete, Inc.Vulcan Materials Company |   | Boral LimitedCemex SA  de CVCRH plcFlorida Rock Industries, Inc.Hanson plcHeidelberg Cement AGHolcim LimitedLafarge N.A.Lafarge S.A.Martin Marietta Materials, Inc.St. Lawrence Cement Group, Inc.US Concrete, Inc.Vulcan Materials Company |

 

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(1)        The performance periodfor the CASP began August 11, 2003 when Rinker’s share price was A$5.40.  As at March31, 2005, it had increased to A$10.80.  The TSR for this period was 108%.

 

(2)          The performance period for the PSP beganApril 1, 2004 at which time Rinker’s share price was A$7.05.  The individual grants were approved on June22, 2004.     The June 21, 2004 shareprice of A$8.02 determined the PSP values listed inthe Chief Executive and Senior Executive remuneration tables in sections 5.1.1and 6.  As at March 31, 2005, Rinker’sshare price was A$10.80.

 

ThePSP TSR* for the performance period from April 1, 2004 through March 31, 2005was 63.68% and ranked the highest amongst the peer group.

 

* For the PSP, theannual TSR is calculated as:

 

(Ending Share Price – Beginning SharePrice + Dividends) /Beginning Share Price

 

Beginningand ending share prices will be calculated from a 30-day trading average at thebeginning and ending of each fiscal year. (For fiscal year 2005, the beginning price was A$7.04and the ending share price was A$11.38.) The TSR for the three-year performance cycle will be calculated as theaverage for the three annual TSRs.

 

(3)          At the discretion of the Committee, thecompanies listed as members of the peer group under the PSP may be added to ordeleted for purposes of calculating performance under each grant.  As a result of consolidation in the constructionmaterials industry during the past year, Aggregate Industries plc and RMC Groupplc have been removed from the peer group and Cemex SA de CV has been added.

 

**3.2.2d**               CompanyPerformance

 

The chart below illustrates theperformance of Rinker’s ordinary shares since they began trading on March 31,2003 after the demerger from CSR Limited. As reflected in the chart, Rinker’s share price has increased 119% overthe subsequent two-year period, during which Rinker paid four dividendstotaling A$0.28 per share.  A final dividend of A$0.14per share has been declared for year-end March 31, 2005.  Total TSR for the two-year period is124.7%.  Rinker’s return on shareholders’equity increased from 12.2% to 17.3%.

 

Rinker’s Share Price Appreciation Compared to a Group of Peer Companies,S&P/ASX200 and S&P 500 Index

 

From March 31, 2003 to March 31, 2005

 

 

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Rinker’s strong performance over the pasttwo years has resulted in high levels of remuneration being paid to someemployees participating in the short-term incentive plan.  If performance is maintained, we anticipatethe current long-term plans to fully vest. Because these plans are designed to align participant’s interest withthose of shareholders, both have benefited from Rinker’s strong performance todate.

 

**3.3  Other Benefits**

 

Rinker provides seniorexecutives with other benefits commonly provided at their peer managementlevel.  These may include life insurance,vehicle allowance, and club memberships. Additionally, it may include relocation and expatriate relatedexpenses.  All such benefits are includedin the remuneration disclosed for the Chief Executive in Section 5.1.1 andmembers of the Senior Executive team in Section 6.

 

**3.4  Retirement and SuperannuationBenefits**

 

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 long-establishedplan available only to a limited number of former CSR employees, which ceasedaccepting new members from 1989) provides lump sum benefits on withdrawal priorto the age of 52, and lump sum or pension benefits, or a combination of thetwo, on retirement from the age of 52. The accumulation division provides a lump sum benefit equal to thebalance of a member’s account, which includes contributions made by the memberand 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.   All such benefits areincluded in the remuneration disclosed for the Chief Executive and members ofthe Senior Executive team in Section 5.1.1 and 6, respectively.

 

Retirement benefits fornon-executive directors are discussed in Section 7.1.

 

**3.5  Employee Share Plans**

 

**3.5.1**                     RinkerEmployee Share Acquisition Plan

 

The Rinker EmployeeShare Acquisition Plan (“ESAP”) enables directors and employees of Rinker inAustralia to purchase Rinker shares with pre-tax remuneration or bonuses.  Those shares are purchased on market, in theordinary course of trading on ASX, by the ESAP trustee and held in trust forthe 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 currently only apply for a maximum of 10 years.  If a participant ceases to be employed by anyRinker group company, the Rinker ESAP trustee must either transfer the relevantshares to the participant or sell the shares and distribute the proceeds of sale(less authorized deductions) to them.

 

Withdrawal of sharesfrom Rinker ESAP and transfer to a participant or sale requires the approval ofthe Rinker board.

 

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Participants are entitled toany dividend, return of capital or other distribution made in respect of Rinkershares held in the plan on their behalf. The Rinker ESAP trustee may allow participants to participate in any prorata rights and bonus issues of shares made by Rinker or sell such rights (ifrenounceable) or bonus shares on behalf of the participants and distribute thecash proceeds of such sale (less authorized deductions).

 

Participants may direct thetrustee how to vote any shares held on the participant’s behalf.  In the absence of such direction, the shareswill not be voted.

 

**3.5.2**                     RinkerUniversal Share Plan

** **

Rinker’s Universal Share Plan(USP) is open to all Australian employees who have been employed for at leastone year.  Those employees may annuallyacquire a parcel of shares at market price and receive an equal number ofadditional shares for no further consideration. The maximum number of shares available for each employee under the planis set by the board on the recommendation of the Committee.  Last year, the maximum was 100 shares, withan entitlement of up to an additional 100 shares for no furtherconsideration.  The plan enablesparticipants to qualify for the limited favorable tax treatment available inAustralia for broad-based employee share plans.

 

No loan facility is offeredunder USP.

 

Shares allotted under USP areordinary shares, equivalent in all respects to, and ranking equally with,existing fully paid ordinary shares. During fiscal year 2005, 237,900 shares were issued in total to the1,259 employees who participated in USP.

 

Shares allotted under Rinker USP may not be disposedof before the earlier of the end of three years after the time of acquisitionof the shares, or when the participant ceases to be employed by any Rinkergroup company.  After that time, theparticipant may retain ownership of the shares or sell them.

 

**4.**              ShareOwnership Guidelines

** **

The Committee recognizes thatthe 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. The guidelines help to maintain a continuous link between theirfinancial interests and those of shareholders. A “Multiple of Salary” approach has been put into operation, 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          |       |

 

Under the Guidelines,established in November 2003, executives are expected to make reasonableprogress toward reaching the target share ownership with the objective ofmeeting the guidelines by March 2008. The guidelines are based on best practices for public companies, whichsuggest senior management accumulate a meaningful shareholding in theiremploying company on a long-term basis.

 

(See footnote 32 to thefinancial statements included elsewhere in this annual report for listing ofholdings for non-executive Directors, Chief Executive and Senior Executives asat March 31, 2005).

 

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**5.**              ExecutiveDirector

** **

At the date of this reportthere is one Executive Director on the Board of Directors, Mr. David Clarke,age 61, Chief Executive.

 

**5.1          EmploymentContract**

** **

David Clarke was appointed bythe Board as President and Chief Executive Officer of Rinker on April 1,2003.  Prior to the demerger, Mr. Clarkehad been an executive director of CSR since 1996.  He has been chief executive officer of RinkerMaterials since 1992 and a director of Rinker Materials since 1987.  Mr. Clarke’s entire professional career hasbeen in the heavy building materials industry, and he has worked extensively inthe US, Australia and South East Asia.

 

Mr. Clarke has a three-yearemployment contract with the company that automatically extends the employmentterm by one year on the anniversary date of his contract unless written noticeis given by either Mr. Clarke or Rinker that the contract is not to beextended.  This notice must be given atleast 180 days prior to the anniversary date. Under the contract, Mr. Clarke receives an annual salary, participationin both short and long-term incentive plans, regular company retirement, healthand welfare plans, and reasonable perquisites that are similar to those ofcomparable Chief Executive Officers.  Thedetails of Mr. Clarke’s remuneration are displayed below.  A copy of Mr. Clarke’s employment contractwas filed with the SEC as an exhibit to Rinker’s 2004 Form 20-F and isavailable on the Rinker website.

 

**5.1.1**                     Remuneration

** **

The remuneration paid to Mr.Clarke is set out in the tables below.

 

**Chief Executive David Clarke’s Remuneration**

 

(Amountsin US$ with A$ equivalents also shown)

 
| ** **  | ** ** | **PRIMARY**      | ** ** | **POST  EMPLOYMENT**         | ** ** | **EQUITY**                         | ** ** | ** **                                 | ** ** |
|-------------|------------|------------------|------------|------------------------------|------------|------------------------------------|------------|--------------------------------------------|------------|
| ** **  | ** ** | **Base  Salary** | ** ** | **Short-Term  Incentive(1)** | ** ** | **Cash Long-  Term  Incentive(2)** | ** ** | **Non-  Monetary  and Other  Benefits(3)** | ** ** | **Retirement  Benefits(4)** | ** ** | **Long-  Term  Incentive  — PSP(5)** | ** ** | **TOTAL** | ** ** |
| **2005**    |       |             |       |                         |       |                               |       |                                       |       |   |   |   |   |   |   |
| US$         |       |             | 792,500    |                         |       | 815,000                            |       |                                       | 0          |   |   | 48,872 |   |   | 400,238 |   |   | 987,770 |   |   | 3,044,380 |   |
| A$          |       |             | 1,071,349  |                         |       | 1,101,766                          |       |                                       | 0          |   |   | 66,068 |   |   | 541,066 |   |   | 1,335,330 |   |   | 4,115,579 |   |
|        |       |             |       |                         |       |                               |       |                                       |       |   |   |   |   |   |   |
| **2004(6)** |       |             |       |                         |       |                               |       |                                       |       |   |   |   |   |   |   |
| US$         |       |             | 740,661    |                         |       | 644,400                            |       |                                       | 1,541,736  |   |   | 120,461 |   |   | 378,647 |   |   | 0 |   |   | 3,425,905 |   |
| A$          |       |             | 1,061,575  |                         |       | 923,606                            |       |                                       | 2,209,741  |   |   | 172,654 |   |   | 542,707 |   |   | 0 |   |   | 4,910,283 |   |

 

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(1)          Amount shown for 2005 represents theamount of the Short-Term Incentive award presently payable to Mr. Clarke forperformance.  (See the following tableshowing Mr. Clarke’s short-term incentive tracked in the Contingent BonusReserve).

 

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(2)          Long-Term Incentive amount was earned forthe two years ended March 31, 2004.  The2004 payment represented the last payment due under this superseded plan.

 

(3)          For fiscal year 2005, Other Benefitscomprise the costs of life insurance, tax preparation, vehicle allowance, andclub membership fees.  No loans were madeto Mr. Clarke during the year and no loans were outstanding to him at March 31,2005.

 

(4)          Retirement Benefits include Rinker’smatching and profit sharing contributions relating to retirement plans andincrease in the value of Mr. Clarke’s interest in the defined benefitsuperannuation plan.  The retirementplans comprise the Company’s 401(k) Plan and the Supplemental ExecutiveRetirement Plan (“SERP”).  Under theSERP, the company matching and profit sharing contributions included in thetable represent Rinker’s full financial commitment (or obligation) to Mr. Clarkunder this plan.

 

(5)          The performanceperiod for the PSP grant listed in the above table ends March 31, 2007 when thePSP grant may vest based on the actual performance of Rinker’s TSR as comparedto a specified group of peer companies. The above value has been prorated based on the market price on June 21,2004 (the prevailing market price when the Board formally approved the grant)and the earliest possible vesting date of March 31, 2007.  This represents 33.3% of the total projectednumber of shares estimated to vest.  Theestimate is based on Rinker’s TSR for year-end March 31, 2005 compared to theTSRs of the specified group of peer companies for the same period.  Performance during that period was above the75th percentile resulting in a projected payout of 100% of the pro rata numberof shares granted.  This projection willbe adjusted each year of the performance period based on the projected (oractual) performance against the peer companies.

 

As at March31, 2005, no dividends had been paid to Mr. Clarke in respect of shares held byhim under the initial PSP grant.  (SeePSP table below for additional detail regarding this grant).

 

(6)          Prior year data as reflected in last year’sannual report.  No adjustments have beenmade for changes to exchange rates.

 

**Chief Executive DavidClarke’s Short-Term Incentive Plan --- Contingent Bonus Reserve**

** **

(Amounts in US$ with A$ equivalents also shown)

 
| ** ** | ** ** | **Year End March 2005  Total Declaration(1)** | ** ** | **Payable in 2005** | ** ** | **Conditionally Deferred  and Tracked in  Contingent Bonus  Reserve(2)** | ** ** |
|------------|------------|-----------------------------------------------|------------|---------------------|------------|--------------------------------------------------------------------------|------------|
| US$        |       |                                          | 1,992,675  |                |       | 815,000                                                                  |       |   | 1,177,675 |   |
| A$         |       |                                          | 2,693,818  |                |       | 1,101,766                                                                |       |   | 1,592,052 |   |

 

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(1)          Represents total Short-Term IncentiveAward Earned during fiscal year March 2005. These amounts have been fully accrued and expensed.

 

(2)          Amount shown is carried forward and maybe paid out in future years, in all or in part. The Contingent Bonus Reserve for Mr. Clarke is at risk, based on futureperformance****and is not subject tointerest.  Upon termination ofemployment, Mr. Clarke does not have any claims for this amount.  (See further discussion of STI under Section3.2.1.)

 

103

----

 

**Chief Executive David Clarke’sPerformance Share Plan Award**

 

(Amounts shown in numberof Rinker shares)

 
| **Year End March  2005  Total Number  of Shares Granted(1)** | ** ** | **Performance  below 25th  Percentile  0% Vesting** | ** ** | **Performance at  50th Percentile  Target Level**

**40% Vesting** | ** ** | **Performance at  or above 75th  Percentile  100% Vesting** | ** ** |
|--------------------------------------------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| 500,000                                                      |       | 0                                                   |       | 200,000                                                            |       | 500,000                                                     |       |

 

----

(1)          Total Number of Shares Granted represents the maximumnumber of shares that may vest if Rinker’s TSR reaches****75th percentile performance orabove when compared to a specified group of peer companies.  Mr. Clarke is also eligible to receivedividends, returns on capital or other distributions made with respect to theseshares.  He may also direct the trusteehow to vote these shares.  (See PSPdiscussion under Section 3.2.2a and the table titled Summary of Long-TermIncentive Plan in Section 3.2.2c.)

 

**5.1.2**                     ShareOwnership Guidelines

** **

At the time of this report Mr.Clarke was in full compliance with Rinker’s Share Ownership Guidelines fordirectors and senior executives.

 

**5.1.3**                     Termination

** **

After considering independentadvice, the Board is satisfied that Mr. Clarke’s termination benefits, as setout below, are reasonable, having regard to current US employment practices.

 

If Mr. Clarke resigns from hisemployment, he is entitled to the full amount of his salary through terminationdate 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 his 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:

 

•                  PayMr. Clarke, in a lump sum, a pro rata portion of his short-term incentive, apro rata share of his long-term incentive (in accordance with plan rules) andamounts accrued for unused leave.

 

•                  PayMr. Clarke amounts he would have received in the following 24 months, at thetimes indicated in his employment contract, for his base salary and short-termincentive at target performance. Additionally, Mr. Clarke would continue to receive any other benefits hewas entitled to at time of termination for the following 24 months.

 

•                  ProvideMr. Clarke with professional outplacement services valued up to US$15,000.

 

If, during the Employment Period, Mr. Clarke isterminated for Cause, Rinker will have no further obligations, other than theamount of base pay due to Mr. Clarke through his termination date and anyunpaid amounts of accrued leave.

 

104

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Upon termination of Mr. Clarke’s employment for anyreason, Mr. Clarke is prohibited from engaging in any activity that wouldcompete with Rinker for a period of 24 months.

 

**6.**              SeniorExecutives

** **

The table below sets outremuneration details for all members of the Senior Executive 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.

 

105

----

 

**SeniorExecutives’ Remuneration**

 

**(Amounts in US$ with A$equivalents also shown)**

 
| ** **                                                                  | ** **  | ** **  | ** ** | **PRIMARY**      | ** ** | **POST  EMPLOYMENT**             | ** ** | **EQUITY**                            | ** ** | ** **                                  | ** ** |
|-----------------------------------------------------------------------------|-------------|-------------|------------|------------------|------------|----------------------------------|------------|---------------------------------------|------------|---------------------------------------------|------------|
| **Name**                                                                    | ** **  | ** **  | ** ** | **Base  Salary** | ** ** | **Short-  Term  Incentive  (1)** | ** ** | **Cash  Long-  Term  Incentive  (2)** | ** ** | **Non-  Monetary  and Other  Benefits (3)** | ** ** | **Retirement  Benefits (4)** | ** ** | **Long-  Term  Incentive –  CASP (5)** | ** ** | **Long-Term  Incentive –  PSP (6)** | ** ** | **TOTAL** | ** ** |
| **Karl  Watson, Jr.**                                                       | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| President – Rinker Materials West (7)                                  |        | US$         |       |             | 326,250    |                             |       | 293,434                               |       |                                        | 0          |   |   | 219,433 |   |   | 23,936 |   |   | 76,864 |   |   | 237,065 |   |   | 1,176,982 |   |
|                                                                        | A$          |        |       | 441,044          |       |                             | 396,682    |                                  |       | 0                                           |       |   | 296,643 |   |   | 32,358 |   |   | 103,909 |   |   | 320,479 |   |   | 1,591,115 |   |
| ** **                                                                  |        | **2004(9)** |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
|                                                                        |        | US$         |       |             | 297,504    |                             |       | 247,656                               |       |                                        | 0          |   |   | 248,390 |   |   | 35,163 |   |   | 43,921 |   |   | 0 |   |   | 872,634 |   |
|                                                                        |        | A$          |       |             | 426,407    |                             |       | 354,960                               |       |                                        | 0          |   |   | 356,013 |   |   | 50,398 |   |   | 62,951 |   |   | 0 |   |   | 1,250,729 |   |
|                                                                        |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Sharon  DeHayes**                                                         | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| Chief Executive – Readymix Holdings(7)                                 |        | US$         |       |             | 310,000    |                             |       | 304,620                               |       |                                        | 0          |   |   | 209,559 |   |   | 47,610 |   |   | 0 |   |   | 237,065 |   |   | 1,108,854 |   |
|                                                                        | A$          |        |       | 419,077          |       |                             | 411,804    |                                  |       | 0                                           |       |   | 283,294 |   |   | 64,362 |   |   | 0 |   |   | 320,479 |   |   | 1,499,016 |   |
|                                                                        | **2004(9)** |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |
|                                                                        |        | US$         |       |             | 275,004    |                             |       | 247,464                               |       |                                        | 283,929    |   |   | 37,012 |   |   | 37,894 |   |   | 0 |   |   | 0 |   |   | 881,303 |   |
|                                                                        |        | A$          |       |             | 394,158    |                             |       | 354,685                               |       |                                        | 406,950    |   |   | 53,049 |   |   | 54,313 |   |   | 0 |   |   | 0 |   |   | 1,263,155 |   |
|                                                                        |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Thomas  Burmeister**                                                      | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| VP and Chief Financial Officer (7)                                          |        | US$         |       |             | 337,500    |                             |       | 337,517                               |       |                                        | 0          |   |   | 37,734 |   |   | 53,100 |   |   | 0 |   |   | 237,065 |   |   | 1,002,916 |   |
|                                                                        | A$          |        |       | 456,253          |       |                             | 456,276    |                                  |       | 0                                           |       |   | 51,011 |   |   | 71,784 |   |   | 0 |   |   | 320,479 |   |   | 1,355,803 |   |
| ** **                                                                  |        | **2004(9)** |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
|                                                                        |        | US$         |       |             | 320,004    |                             |       | 292,500                               |       |                                        | 387,679    |   |   | 33,971 |   |   | 40,919 |   |   | 0 |   |   | 0 |   |   | 1,075,073 |   |
|                                                                        |        | A$          |       |             | 458,656    |                             |       | 419,235                               |       |                                        | 555,653    |   |   | 48,690 |   |   | 58,648 |   |   | 0 |   |   | 0 |   |   | 1,540,882 |   |
|                                                                        |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Karl  Watson, Sr.**                                                       | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| President and Chief Operating Officer – US Construction  Materials (7) |        | US$         |       |             | 337,500    |                             |       | 337,517                               |       |                                        | 0          |   |   | 34,267 |   |   | 55,856 |   |   | 0 |   |   | 237,065 |   |   | 1,002,205 |   |
|                                                                        | A$          |        |       | 456,253          |       |                             | 456,276    |                                  |       | 0                                           |       |   | 46,324 |   |   | 75,509 |   |   | 0 |   |   | 320,479 |   |   | 1,354,841 |   |
|                                                                        | **2004(9)** |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |
|                                                                        | US$         |        |       | 320,004          |       |                             | 292,500    |                                  |       | 388,304                                     |       |   | 50,868 |   |   | 46,031 |   |   | 0 |   |   | 0 |   |   | 1,097,707 |   |
|                                                                        | A$          |        |       | 458,656          |       |                             | 419,235    |                                  |       | 556,549                                     |       |   | 72,908 |   |   | 65,975 |   |   | 0 |   |   | 0 |   |   | 1,573,323 |   |

 

106

----

 
| ** **                                      | ** **  | ** **  | ** ** | **PRIMARY**      | ** ** | **POST  EMPLOYMENT**             | ** ** | **EQUITY**                            | ** ** | ** **                                  | ** ** |
|-------------------------------------------------|-------------|-------------|------------|------------------|------------|----------------------------------|------------|---------------------------------------|------------|---------------------------------------------|------------|
| **Name**                                        | ** **  | ** **  | ** ** | **Base  Salary** | ** ** | **Short-  Term  Incentive  (1)** | ** ** | **Cash  Long-  Term  Incentive  (2)** | ** ** | **Non-  Monetary  and Other  Benefits (3)** | ** ** | **Retirement  Benefits (4)** | ** ** | **Long-  Term  Incentive –  CASP (5)** | ** ** | **Long-Term  Incentive –  PSP (6)** | ** ** | **TOTAL** | ** ** |
| **David  Berger**                               | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| VP Strategy and Development (7)                 |        | US$         |       |             | 310,000    |                             |       | 313,408                               |       |                                        | 0          |   |   | 22,232 |   |   | 37,962 |   |   | 0 |   |   | 237,065 |   |   | 920,667 |   |
|                                            | A$          |        |       | 419,077          |       |                             | 423,684    |                                  |       | 0                                           |       |   | 30,055 |   |   | 51,319 |   |   | 0 |   |   | 320,479 |   |   | 1,244,614 |   |
| ** **                                      |        | **2004(9)** |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
|                                            |        | US$         |       |             | 290,004    |                             |       | 255,942                               |       |                                        | 393,120    |   |   | 21,943 |   |   | 12,080 |   |   | 0 |   |   | 0 |   |   | 973,089 |   |
|                                            |        | A$          |       |             | 415,657    |                             |       | 366,837                               |       |                                        | 563,451    |   |   | 31,450 |   |   | 17,314 |   |   | 0 |   |   | 0 |   |   | 1,394,709 |   |
|                                            |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Duncan  Gage**                                | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| President – Hydro Conduit (7)              |        | US$         |       |             | 292,500    |                             |       | 296,358                               |       |                                        | 0          |   |   | 29,191 |   |   | 42,950 |   |   | 0 |   |   | 197,554 |   |   | 858,553 |   |
|                                            | A$          |        |       | 395,419          |       |                             | 400,635    |                                  |       | 0                                           |       |   | 39,462 |   |   | 58,062 |   |   | 0 |   |   | 267,066 |   |   | 1,160,644 |   |
| ** **                                      |        | **2004(9)** |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
|                                            |        | US$         |       |             | 275,000    |                             |       | 209,160                               |       |                                        | 378,000    |   |   | 23,895 |   |   | 16,277 |   |   | 0 |   |   | 0 |   |   | 902,332 |   |
|                                            |        | A$          |       |             | 394,152    |                             |       | 299,785                               |       |                                        | 541,780    |   |   | 34,248 |   |   | 23,330 |   |   | 0 |   |   | 0 |   |   | 1,293,295 |   |
|                                            |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Ira  Fialkow**                                | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| VP Shared  Services (7)                         |        | US$         |       |             | 285,000    |                             |       | 289,300                               |       |                                        | 0          |   |   | 19,010 |   |   | 42,451 |   |   | 0 |   |   | 197,554 |   |   | 833,315 |   |
|                                            |        | A$          |       |             | 385,280    |                             |       | 391,093                               |       |                                        | 0          |   |   | 25,699 |   |   | 57,388 |   |   | 0 |   |   | 267,066 |   |   | 1,126,526 |   |
| ** **                                      |        | **2004(9)** |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
|                                            |        | US$         |       |             | 265,000    |                             |       | 234,252                               |       |                                        | 248,049    |   |   | 32,727 |   |   | 29,112 |   |   | 0 |   |   | 0 |   |   | 809,140 |   |
|                                            |        | A$          |       |             | 379,819    |                             |       | 335,749                               |       |                                        | 355,524    |   |   | 46,907 |   |   | 41,726 |   |   | 0 |   |   | 0 |   |   | 1,159,725 |   |
|                                            |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Peter  Abraham**                              | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| General Counsel and Company Secretary (8)       |        | US$         |       |             | 288,625    |                             |       | 223,768                               |       |                                        | 0          |   |   | 1,128 |   |   | 119,312 |   |   | 40,033 |   |   | 69,144 |   |   | 742,010 |   |
|                                            | A$          |        |       | 390,182          |       |                             | 302,503    |                                  |       | 0                                           |       |   | 1,525 |   |   | 161,294 |   |   | 54,119 |   |   | 93,473 |   |   | 1,003,096 |   |
|                                            | **2004(9)** |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |
|                                            |        | US$         |       |             | 254,476    |                             |       | 155,695                               |       |                                        | 0          |   |   | 0 |   |   | 149,717 |   |   | 23,142 |   |   | 0 |   |   | 583,030 |   |
|                                            |        | A$          |       |             | 364,736    |                             |       | 223,155                               |       |                                        | 0          |   |   | 0 |   |   | 214,586 |   |   | 33,169 |   |   | 0 |   |   | 835,646 |   |
|                                            |        |        |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| **Debra  Stirling**                             | ** **  | **2005**    |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
| VP Corporate Affairs and Investor Relations (8) |        | US$         |       |             | 251,991    |                             |       | 213,620                               |       |                                        | 0          |   |   | 854 |   |   | 33,647 |   |   | 26,689 |   |   | 49,389 |   |   | 576,190 |   |
|                                            | A$          |        |       | 340,657          |       |                             | 288,785    |                                  |       | 0                                           |       |   | 1,155 |   |   | 45,486 |   |   | 36,080 |   |   | 66,767 |   |   | 778,930 |   |
| ** **                                      |        | **2004(9)** |       |             |       |                             |       |                                  |       |                                        |       |   |   |   |   |   |   |   |   |
|                                            |        | US$         |       |             | 225,638    |                             |       | 151,324                               |       |                                        | 0          |   |   | 0 |   |   | 30,066 |   |   | 15,421 |   |   | 0 |   |   | 422,449 |   |
|                                            |        | A$          |       |             | 323,402    |                             |       | 216,890                               |       |                                        | 0          |   |   | 0 |   |   | 43,093 |   |   | 22,102 |   |   | 0 |   |   | 605,487 |   |

 

107

----

 

----

(1)          Amounts shown for 2005represent the amount of the Short-Term Incentive awards presently payable toeach executive named for performance. (See the following table showing the executives short-term incentivetracked in the Contingent Bonus Reserve).

 

(2)          Long-Term Incentive amountwas earned for the two years ended March 31, 2004.  The 2004 payment represented the last paymentdue under this superseded plan.

 

(3)          For fiscal year 2005, OtherBenefits comprise the costs of life insurance, vehicle allowance, and clubmembership fees.  For Ms. DeHayes and Mr.Watson, Jr. this column also contains relocation or expatriate relatedexpenses.

 

Additionally,Other Benefits include interest imputed on a loan of US$59,000 to an executivethat dates back to 1998.  The loanrelates to a relocation benefit and, at the time, was a customary benefit forrelocating executives.  The loan isinterest free and is payable upon the executive’s termination of employment.

 

(4)          For the US executives, RetirementBenefits include the company matching and profit sharing contributions relatingto retirement plans.  The retirementplans comprise the Company’s 401(k) Plan and the Supplemental ExecutiveRetirement Plan (“SERP”).  Under theSERP, the company matching and profit sharing contributions included in thetable represent Rinker’s full financial commitment (or obligation) to the namedexecutives under this plan.

 

Forthe Australian executives, Retirement Benefits represent the greater of theincremental increase in the value of the executive’s interest in the definedbenefit superannuation plans during the year or company contributions made toaccumulation superannuation plans in Australia.

 

(5)          CASP grants are valued at thepro rata value of the total grant.  Theabove value has been prorated based on the market price at August 11, 2003 (thedate of grant) and the earliest possible vesting date of August 11, 2006.  This represents 33.3% of the projected numberof shares estimated to vest.  Dividendsreceived by participants are included in amounts.  Total dividends for executives shown in theabove table for 2005 were A$14,954.

 

(6)          The performanceperiod for the PSP grants listed in the above table ends March 31, 2007 whenthe PSP grant may vest based on the actual performance of Rinker’s TSR ascompared to a specified group of peer companies.  The above value has been prorated based onthe market price on June 21, 2004 (the prevailing market price when the Boardformally approved the grant) and the earliest possible vesting date of March31, 2007.  This represents 33.3% of thetotal projected number of shares estimated to vest.  The estimate is based on Rinker’s TSR for theyear ending March 31, 2005 compared to the TSRs of the specified group of peercompanies for the same period. Performance during that period was above the 75th percentile resultingin a projected payout of 100% of the pro rata number of shares granted.  This projection will be adjusted each year ofthe performance period based on the projected (or actual) performance againstthe peer companies.

 

As at March 31, 2005, nodividends had been paid to the named executives in respect of shares held bythem under the initial PSP grant.  (SeePSP table below for additional detail regarding this grant).

 

(7)          After considering independentadvice, the Board is satisfied that the termination benefits of the relevantexecutives, as set out below, are reasonable, having regard to current USemployment practices.

 

Theduration of employment agreements with the relevant executives are for threeyears, which automatically extends by one year on the anniversary date of theagreement unless written notice is given by either the named executive orRinker that the agreement is not to be extended.  This notice must be given at least 180 daysprior to the anniversary date.

 

Ifthe executive resigns from his or her employment, the company is required topay the executive the full amount of his or her salary through to his or hertermination date and any unpaid amounts accrued for unused leave.  The Board may in its sole discretion alsoelect to pay the executive a pro rata portion of his or her short-termincentive for the period of his or her active employment during the financialyear.

 

If,during the Employment Period (as defined in the executive’s employmentcontract), the company terminates the employment of the executive other thanfor Cause (as defined in the executive’s employment contract), or the executiveresigns from his or her employment for Good Reason (as defined in the executive’semployment contract) the company is required to:

 

108

----

 

•                  Pay the executive, in a lump sum, a pro rataportion of his or her short-term incentive, a pro rata share of his or her long-termincentive (in accordance with plan rules) and amounts accrued for unused 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 isprohibited from engaging in any activity that would compete with Rinker for aperiod of 24 months.

 

(8)          Termination benefits for Mr.Abraham and Ms. Stirling are the greater of 12 months total remuneration(including target incentives) or three month’s base remuneration (‘baseremuneration’ is equivalent to approximately 75% of fixed remuneration) plus0.7 months base remuneration per year of service, not to exceed 24 months.  As at March 31, 2005, Mr. Abraham had 25years 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 due upto the termination date and any unpaid amounts of accrued leave.

 

(9)          No adjustments have been madefor changes to exchange rates.

 

**Senior Executives’Short-Term Incentive Plan — Contingent Bonus Reserve**

** **

(Amounts in US$ with A$ equivalents also shown)

 
| ** **        | ** ** | ** ** | ** ** | **Year End March 2005  Total Declaration(1)** | ** ** | **Payable in 2005** | ** ** | **Conditionally  Deferred and Tracked  in Contingent Bonus  Reserve(2)** | ** ** |
|-------------------|------------|------------|------------|-----------------------------------------------|------------|---------------------|------------|--------------------------------------------------------------------------|------------|
| Karl Watson, Jr.  |       | US$        |       |                                          | 506,303    |                |       | 293,434                                                                  |       |   | 212,869 |   |
|              |       | A$         |       |                                          | 684,451    |                |       | 396,682                                                                  |       |   | 287,769 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Sharon DeHayes    |       | US$        |       |                                          | 556,359    |                |       | 304,620                                                                  |       |   | 251,739 |   |
|              |       | A$         |       |                                          | 752,120    |                |       | 411,804                                                                  |       |   | 340,316 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Thomas Burmeister |       | US$        |       |                                          | 627,550    |                |       | 337,517                                                                  |       |   | 290,033 |   |
|              |       | A$         |       |                                          | 848,360    |                |       | 456,276                                                                  |       |   | 392,084 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Karl Watson, Sr.  |       | US$        |       |                                          | 627,550    |                |       | 337,517                                                                  |       |   | 290,033 |   |
|              |       | A$         |       |                                          | 848,360    |                |       | 456,276                                                                  |       |   | 392,084 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| David Berger      |       | US$        |       |                                          | 582,725    |                |       | 313,408                                                                  |       |   | 269,317 |   |
|              |       | A$         |       |                                          | 787,763    |                |       | 423,684                                                                  |       |   | 364,079 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Duncan Gage       |       | US$        |       |                                          | 553,575    |                |       | 296,358                                                                  |       |   | 257,217 |   |
|              |       | A$         |       |                                          | 748,356    |                |       | 400,635                                                                  |       |   | 347,721 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Ira Fialkow       |       | US$        |       |                                          | 537,900    |                |       | 289,300                                                                  |       |   | 248,600 |   |
|              |       | A$         |       |                                          | 727,165    |                |       | 391,093                                                                  |       |   | 336,072 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Peter Abraham     |       | US$        |       |                                          | 416,055    |                |       | 223,768                                                                  |       |   | 192,287 |   |
|              |       | A$         |       |                                          | 562,448    |                |       | 302,503                                                                  |       |   | 259,945 |   |
|              |       |       |       |                                          |       |                |       |                                                                     |       |
| Debra Stirling    |       | US$        |       |                                          | 397,187    |                |       | 213,620                                                                  |       |   | 183,567 |   |
|              |       | A$         |       |                                          | 536,943    |                |       | 288,785                                                                  |       |   | 248,158 |   |

 

----

(1)          Represents the Short-Term Incentive Awardearned during fiscal year 2005.  Theseamounts have been fully accrued and expensed.

 

 

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(2)          The amount shown is carried forward andmay be paid out in future years, in all or in part.  The Contingent Bonus Reserve for theexecutives named is at risk based on future performance, and is not subject tointerest.  Upon termination ofemployment, the executives named do not have any claims for this amount.  (See further discussion of STI in Section3.2.1.)

** **

**Senior Executives’Performance Share Plan Award**

** **

(Amounts shown in number of Rinker shares)

 
| ** **        | ** ** | **Year End  March 2005  Total  Number of  Shares  Granted(1)** | ** ** | **Performance  below 25th  Percentile  0% Vesting** | ** ** | **Performance at  50th Percentile  Target Level  40% Vesting** | ** ** | **Performance at  or above 75th  Percentile  100% Vesting** | ** ** |
|-------------------|------------|----------------------------------------------------------------|------------|-----------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| Karl Watson, Jr.  |       | 120,000                                                        |       | 0                                                   |       | 48,000                                                         |       | 120,000                                                     |       |
| Sharon DeHayes    |       | 120,000                                                        |       | 0                                                   |       | 48,000                                                         |       | 120,000                                                     |       |
| Thomas Burmeister |       | 120,000                                                        |       | 0                                                   |       | 48,000                                                         |       | 120,000                                                     |       |
| Karl Watson, Sr.  |       | 120,000                                                        |       | 0                                                   |       | 48,000                                                         |       | 120,000                                                     |       |
| David Berger      |       | 120,000                                                        |       | 0                                                   |       | 48,000                                                         |       | 120,000                                                     |       |
| Duncan Gage       |       | 100,000                                                        |       | 0                                                   |       | 40,000                                                         |       | 100,000                                                     |       |
| Ira Fialkow       |       | 100,000                                                        |       | 0                                                   |       | 40,000                                                         |       | 100,000                                                     |       |
| Peter Abraham     |       | 35,000                                                         |       | 0                                                   |       | 14,000                                                         |       | 35,000                                                      |       |
| Debra Stirling    |       | 25,000                                                         |       | 0                                                   |       | 10,000                                                         |       | 25,000                                                      |       |

 

----

(1)          Total Number of Shares Granted representsthe maximum number of shares that may vest if Rinker’s TSR reaches 75thpercentile performance or above when compared to a specified group of peercompanies.  The executives named are alsoeligible to receive dividends, returns on capital or other distributions madewith respect to these shares.  Theexecutives named may also direct the trustee how to vote these shares.  (See PSP discussion under Section 3.2.2a andthe table titled Summary of Long-Term Incentive Plan in Section 3.2.2c.)

 

**7.**              NON-EXECUTIVEDIRECTORS

** **

**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 Rinker’s Board Remuneration & Human ResourcesCommittee and determined by the Board within the aggregate annual limit ofA$1,250,000 approved by shareholders at the July 2004 annual general meeting.

 

For year ended March 31, 2005,Rinker paid non-executive directors base fees of A$110,000 per year.  The Chairman received A$300,000 per year(inclusive of committee fees) and the Deputy Chairman received a base fee ofA$220,000  (inclusive of committee fees).  Non-executive directors, other than the

 

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Chairman, who were members ofcommittees (other than the Nominations Committee) received additionalremuneration.  Members of the AuditCommittee received an additional A$12,000 (were the position of Audit Committeechair not occupied by the Deputy Chairman, A$18,000 would be payable for thatrole) and members of both the Safety, Health & Environment Committee andthe Remuneration and Human Resources Committee received an additional A$8,000(A$12,000 for those committee chairs).

 

Rinker’s non-executive directors(other than John Ingram, who joined the Board on October 1, 2003) were, priorto Rinker’s demerger from CSR, previously non-executive directors of either CSRor Rinker Materials and were entitled to retirement benefits under thosecompanies’ 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 demerger, Rinker adopted asimilar retirement plan under which periods of service as a director of CSR orRinker Materials were treated as periods of service with Rinker for thepurposes of calculating benefits under that plan.  In response to the publication of the ASXCorporate Governance Council 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.

 

Consistent with the freezingof retirement benefits, fees are now inclusive of any compulsory superannuationguarantee contributions (these were previously deducted from retirementallowances).  Rinker will also take thosecontributions into account in calculating the total amount able to be paid tonon-executive directors, even though Rinker’s constitution excludes theseamounts.

 

The Board, on therecommendation of the Remuneration & Human Resources Committee, approved anincrease in base non-executive director fees to A$120,000 from April 1,2005.  Fees for the Chairman and DeputyChairman were increased to A$330,000 and A$240,000, respectively.  Committee fees remained unchanged.

 

The remuneration ofnon-executive directors is fixed.  Theydo not participate in any incentive plans available to executives.

 

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**7.2          Non-executiveDirectors Remuneration**

** **

Details of all fees paid tonon-executive directors during the fiscal year 2005 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** | ** ** | **Total Year  End March  2005** | ** ** | **Total Year  End March  2004 (2)** | ** ** | **Accrued  Retirement  Benefit  (frozen at  March 31,  2004) (2)** | ** ** |
|------------------------|------------|------------|------------|---------------|------------|---------------------|------------|---------------------------------|------------|-------------------------------------|------------|--------------------------------------------------------------------|------------|
| **John Arthur (1)(3)** |       | A$         |       |          | 110,000    |                |       | 20,000                          |       |                                | 130,000    |                                                               |       | 106,820 |   |   | 133,919 |   |
| ** **             |       | US$        |       |          | 81,369     |                |       | 14,795                          |       |                                | 96,164     |                                                               |       | 74,528 |   |   | 101,136 |   |
|                   |       |       |       |          |       |                |       |                            |       |                                |       |                                                               |       |
| **Marshall Criser**    |       | A$         |       |          | 220,000    |                |       | 0                               |       |                                | 220,000    |                                                               |       | 188,000 |   |   | 419,329 |   |
|                   |       | US$        |       |          | 162,738    |                |       | 0                               |       |                                | 162,738    |                                                               |       | 131,167 |   |   | 316,677 |   |
|                   |       |       |       |          |       |                |       |                            |       |                                |       |                                                               |       |
| **John Ingram (1)**    |       | A$         |       |          | 110,000    |                |       | 24,000                          |       |                                | 134,000    |                                                               |       | 42,452 |   |   | 0 |   |
|                   |       | US$        |       |          | 81,369     |                |       | 17,753                          |       |                                | 99,122     |                                                               |       | 29,619 |   |   | 0 |   |
|                   |       |       |       |          |       |                |       |                            |       |                                |       |                                                               |       |
| **John Morschel (1)**  |       | A$         |       |          | 300,000    |                |       | 0                               |       |                                | 300,000    |                                                               |       | 240,000 |   |   | 661,260 |   |
|                   |       | US$        |       |          | 221,916    |                |       | 0                               |       |                                | 221,916    |                                                               |       | 167,448 |   |   | 499,384 |   |
|                   |       |       |       |          |       |                |       |                            |       |                                |       |                                                               |       |
| **Walter Revell**      |       | A$         |       |          | 110,000    |                |       | 20,000                          |       |                                | 130,000    |                                                               |       | 92,000 |   |   | 147,876 |   |
|                   |       | US$        |       |          | 81,369     |                |       | 14,795                          |       |                                | 96,164     |                                                               |       | 64,188 |   |   | 111,676 |   |
|                   |       |       |       |          |       |                |       |                            |       |                                |       |                                                               |       |
| **TOTAL**              |       | A$         |       |          | 850,000    |                |       | 64,000                          |       |                                | 914,000    |                                                               |       | 669,272 |   |   | 1,362,384 |   |
|                   |       | US$        |       |          | 628,761    |                |       | 47,343                          |       |                                | 676,104    |                                                               |       | 466,950 |   |   | 1,028,873 |   |

 

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(1)          Mr. Arthur, Mr. Ingram andMr. Morschel all contributed to ESAP during the year. Of the above totals Mr.Arthur received A$78,000, Mr. Ingram received A$16,000 and Mr. Morschelreceived A$75,000  in the form of ESAPshares, with the balance in cash.

 

(2)          Prior year data as reflectedin last year’s annual report.  Noadjustments have been made for changes to exchange rates.

 

(3)          Included in Mr. Arthur’s basefees and committee fees are compulsory superannuation contributions ofA$11,700.

 

 

#### **C.    Board Practices and Corporate Governance**

#### ** **

Details of directors and theirterm of office are included in “Item 6.A. - Details of directors and seniormanagement.”

 

**CORPORATE GOVERNANCE**

** **

**A well-establishedcorporate governance structure**

** **

Rinker has an entrenched, highly developed governanceculture based on strong ethical values and a commitment to openness andtransparency.

 

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First listed on the Australian Stock Exchange (ASX) onMarch 31, 2003, following its demerger from CSR Limited (CSR), Rinker commencedwith well-established corporate governance practices developed over many yearsat CSR.

 

Rinker has further extended and refined its corporategovernance practices to reflect its circumstances (including, in particular,its strong presence in the United States and its listing on the New York StockExchange (NYSE)).

 

**ASX Principles andRecommendations**

** **

The ASX Corporate Governance Council has published *Principles of Good Corporate Governance and BestPractice**Recommendations*(ASXPrinciples and Recommendations).  One ofthe features of the ASX Principles and Recommendations is an ‘if not, why not’disclosure obligation in relation to practices that differ from the ASXrecommendations.

 

With one potential exception, Rinker’s corporategovernance practices accord with the ASX recommendations.  The potential exception relates to ASXRecommendation 9.4, which provides that plans for equity-based executiveremuneration should be approved by shareholders.

 

Rinker’s Universal Share Plan (USP) is open to allAustralian employees who have been employed for at least one year. Under theUSP, those employees may annually acquire a parcel of shares at market priceand receive an equal number of additional shares for no further consideration.Although executives are not prohibited from participating in the plan, it isdesigned for Australian employees as a whole, not for executives – last year atotal of 1,259 Australian employees (45.9% of those eligible) participated. Themaximum number of shares that can be purchased under the plan is identical foreach employee. Last year, that maximum was 100 shares, giving rise to anentitlement to an additional 100 shares for no further consideration. USP is anincidental and insignificant component of executive remuneration and has beenfully disclosed to shareholders.

 

After taking the above factors into account, the boardhas not sought shareholder approval for USP as a plan for equity-basedexecutive remuneration. However, the board will put its *Remuneration Report* to shareholdersfor adoption by way of a non-binding resolution at Rinker’s annual generalmeeting on 18 July 2005.

 

Documents that are italicised and underlined in thisstatement (for example *Board Charter*)are available on Rinker’s internet site, (www.rinkergroup.com) under theheading ‘Corporate Governance’. A table cross-referencing each of the ASXPrinciples and Recommendations to the relevant section of this statement alsoappears there.

 

**1.**              Rinker’sboard

** **

**1.1 Accountability and approach to governance**

** **

Rinker’s board is accountable to shareholders for theactivities and performance of the Rinker group.

 

The board’s key responsibility is to oversee thebuilding of sustainable value for shareholders within an appropriate riskframework, having regard to the interests of other stakeholders.

 

To fulfil that responsibility, the board strives toensure that a strong performance culture continues to be driven throughout theRinker group, within a structure of governance and ethical values that warrantthe trust, respect and confidence of shareholders, employees, customers,suppliers, regulators and the communities within which Rinker group companiesoperate.

 

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**1.2 The board’s duties**

** **

The board has identified key duties that it hasreserved for itself and will not delegate to management. These duties, many ofwhich are carried out with the assistance of the board’s committees, are setout in Rinker’s *Board Charter*.The duties include:

 

•                  Promoteand oversee the maintenance of Rinker’s high integrity and high performanceculture.

 

•                  Reviewand confirm 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.

 

•                  Fulfilits responsibilities in relation to safety, occupational health andenvironmental matters arising out of Rinker group activities and the impact ofthose activities on employees, contractors, customers, visitors and thecommunities and environments within which Rinker group companies operate.

 

•                  Overseethe establishment of proper processes and controls to maintain the integrity ofaccounting and financial records and reporting.

 

•                  Rewardexecutives fairly and responsibly, having regard to the interests ofshareholders, Rinker’s performance, the performance of the relevant executiveand employment market conditions.

 

•                  Determinedividend policy and the amount, timing and nature of dividends to be paid toshareholders.

 

•                  Adoptand oversee implementation of corporate governance practices that representbest practice 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).

 

•                  Striveto ensure that the board is comprised of strongly performing individuals of theutmost integrity with complementary skills, experience, qualifications andpersonal characteristics that are highly suited to Rinker’s present andanticipated future needs, with regular performance reviews supporting thisobjective.

 

•                  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 Powers delegated to Rinker’s management**

** **

The board has delegated to the CEO the authority andpowers necessary to implement the strategies approved by the board and tomanage the business affairs of the Rinker group within the policies andspecific delegation limits specified by the board from time to time. The CEOmay further delegate within

 

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those specific policies and delegationlimits, but remains accountable for all authority delegated to executivemanagement.

 

**1.4 Rinker’s chairman and deputy chairman**

** **

The chairman is appointed by the board and must be anindependent, non-executive director.

 

The role of the chairman includes:

 

•                  Leadingthe board, 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 favour, 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.

 

•                  Settingan example of the culture and values for which Rinker stands.

 

If appropriate, the board may also appoint a deputychairman to assist the chairman from time to time and to act as chairman in hisabsence. In Rinker’s current circumstances, the board has determined itappropriate that Marshall Criser, a US-based director, perform that role.

 

**1.5 The composition of Rinker’s board**

** **

Rinker’s constitution provides for a minimum of fiveand a maximum of 10 non-executive directors. The board has determined thatcurrently, the appropriate number of non-executive directors is five. All fivenon-executive directors have been determined by the board to be independent.

 

The constitution also provides for a maximum of threeexecutive directors. In Rinker’s current circumstances, the board hasdetermined it appropriate that the CEO be the only executive director on theboard.

 

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.

 

With assistance from the nominations committee, theboard strives to ensure that it is comprised of strongly performing individualsof the utmost integrity and whose complementary skills, experience,qualifications and personal characteristics are highly suited to Rinker’s presentand anticipated future needs. Specific duties have been assigned to thenominations committee (as set out in the *NominationsCommittee Charter*) to support that objective. Membership of thenominations committee (all members are independent non-executive directors) andattendance at its meetings is set out on page 129.

 

Details of current directors, including their skills,experience, qualifications, length of service and current term of office are onpages 86-88.

 

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**1.5.1**                     Assessingthe independence of directors

** **

The board’s policy on assessing independence is basedon criteria established in Australia and the United States, including thatestablished by the:

 

•                  ASXCorporate Governance Council.

 

•                  AustralianInvestment and Financial Services Association (the IFSA Blue Book).

 

•                  US*Sarbanes-Oxley Act of 2002*andSecurities Exchange Commission (SEC) rules.

 

•                  CorporateGovernance Rules of the NYSE.

 

The board’s overarching test for independence is whethera 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.’

 

In determining whether this test is satisfied, theboard applies the criteria set out below to determine whether there are anyindicators of matters that may impair a director’s unfettered and independentjudgment.

 

The board may determine that a director is independenteven though one or more of the threshold criteria below are not met, in whichcase the board will publicly disclose its reasons for making thatdetermination.

 

Similarly, the board recognizes that in certaincircumstances it is possible that a director may not be independent, even ifthe criteria are met.

 

In considering independence, the board willdistinguish between:

 

•                  arelationship that may, on isolated occasions, potentially give rise to anarrow, discrete and immediately identifiable conflict of interest (that can becompletely quarantined by the board’s conflict of interest procedures); and

 

•                  arelationship that may potentially affect the director’s underlying objectivityor independence of mind.

 

The board tests the independence of directors at leastannually. In addition, each director is required to promptly provide the boardwith any new information that may be relevant to that director’s independence.The board will promptly consider any such information and then re-assesses itsdetermination of that director’s independence.

 

The board will disclose, in each annual report, itsdetermination of whether or not each director is independent.  The board has recently determined that eachof its non-executive directors is, in fact, independent and that none of thecriteria set out below have been triggered.

 

**1.5.2**                     Criteriafor assessing independence

** **

•                  Thedirector is not a member of management within the Rinker group.

 

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•                  Thedirector is not a substantial shareholder (as defined in section 9 of the *Corporations Act 2001*) of Rinker or anofficer of, or otherwise associated directly with, a substantial shareholder ofRinker.

 

•                  Withinthe past three years neither the director, nor an immediate family member (asdefined in the *Board Charter*),has been employed in an executive capacity by any company in the Rinker groupor has been a director after ceasing to hold such employment.

 

•                  Withinthe past three years neither the director, nor an immediate family member, hasbeen a principal of an auditor or of any material professional adviser orconsultant to any company in the Rinker group or has been an employeematerially associated with any such service provided.

 

•                  Withinthe past three years neither the director, nor an immediate family member, hasbeen employed by an entity that had an executive officer of a company in theRinker group on its compensation committee.

 

•                  Thedirector does not hold cross-directorships or have other significant links withother directors through involvement in other companies or bodies where thosecross-directorships or links could materially interfere with the director’sunfettered and independent judgment.

 

•                  Neitherthe director, nor an immediate family member, is a material supplier orcustomer of the Rinker group or an officer of, or otherwise associated directlyor indirectly with, a material supplier or customer. In this context thesupplier or customer shall be deemed to be ‘material’ if payments to or fromthat customer or supplier exceed two per cent of the consolidated gross revenueof either the Rinker group or of that customer or supplier.

 

•                  Thedirector has no material contractual relationship with a company in the Rinkergroup other than as a director, nor does the director receive additionalcompensation from any such company, apart from approved director’s andcommittee fees.

 

•                  Thedirector has not served on the board for a period which could, or couldreasonably be perceived to, materially interfere with the director’s ability toact in the best interests of the Rinker group.

 

•                  Thedirector satisfies the independence criteria specified from time to time by theNYSE.

 

Critically, in addition to the above criteria, theboard is required to determine whether the director is independent in characterand judgment.

 

Directorswho currently sit on Rinker’s audit committee satisfy the additionalindependence criteria specified under the US *Sarbanes-OxleyAct of 2002*.

 

**1.5.3**                     Materialityof relationships

** **

The board, in part, determines whether a relationshipwith a professional adviser or consultant is material by assessing whetherpayment for the services provided is five per cent or more of the expenditureby the Rinker group on professional or consulting services or is five per centor more of the revenue of the relevant professional adviser or consultant.

 

Because there are inherent weaknesses in mechanicallyapplying quantitative criteria, the board will always strive to determine thetrue substance of any relationship that may call a director’s independence intoquestion. Qualitative aspects of materiality will be closely considered,including the strategic significance and underlying nature of the relationship.

 

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While Rinker will automatically disclose relationshipsif the quantitative threshold is exceeded, a relationship will not be regardedas immaterial simply because it involves payments that fall below thatquantitative threshold.

 

Rinker director John Arthur and his spouse arepartners in the law firm Gilbert + Tobin (G+T). The board specifically examinedthe fact that in the past G+T had undertaken matters relating to businesses nowconducted by companies in the Rinker group (commencing many years prior to MrArthur joining G+T) and could potentially do so in the future. In recognizingthe potential sensitivity of the connection, the board undertook thatexamination even though the materiality threshold outlined above had not beenremotely approached.

 

The board determined that:

 

•                  NeitherMr Arthur nor his spouse had ever personally acted in any such matters andwould not do so in future.

 

•                  MrArthur had not and would not seek to influence any decision on whether or not acompany in the Rinker group should use G+T.

 

•                  MrArthur had never received, nor would in future receive, any additionalfinancial benefit (that is, apart from normal partnership distributions – therebeing more 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 for acompany in the Rinker group.

 

•                  Therewere no other aspects of the relationship with G+T that could materiallyinterfere with, or could reasonably be perceived to materially interfere with,the exercise of Mr. Arthur’s unfettered and independent judgment.

 

•                  Itwould be against Rinker’s best interests to restrict its long-standing policythat in each case the most appropriate lawyer for a particular matter beengaged, by refusing to consider any lawyer working for G+T.

 

**1.6 Appointment, election and re-election ofRinker directors**

** **

The board’s nominations committee has specific duties(set out in its charter) to assist the board in assessing the skills requiredby the board from time to time and in identifying candidates for potentialappointment to the board.

 

When it is appropriate to appoint a new director and asuitable candidate has been found, the Chairman ensures that prior toappointment, the candidate understands, and agrees to, the board’s expectationsof that candidate including, in particular, the time commitment and nature andquality of the contribution required. A formal letter of appointment isprovided to the proposed director which includes (among other things) the termsand conditions of appointment, the *BoardCharter* and the charters of each committee, Rinker’sconstitution, details of future board and committee meetings, indemnity andinsurance arrangements and details regarding remuneration, expenses andsuperannuation.

 

In accordance with ASX Listing Rules, the *Corporations Act 2001* and Rinker’sconstitution, non-executive directors are subject to re-election by rotation atleast every three years and new directors appointed by the board are requiredto seek election at the first general meeting of shareholders following theirappointment. Non-executive directors are required to agree not to seekre-election after serving three three-year terms, unless the board specificallyrequests the director to remain, to enable the board to

 

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accommodate unforeseen and unusualcircumstances that may exist at the time the director would otherwise leave theboard.

 

Before each general meeting the nominations committeeis required to make recommendations to the board regarding the board’s supportfor the re-nomination of each non-executive director who will retire at thatmeeting. Notices of the meetings at which directors are standing for electionor re-election will provide details of the relevant directors’ skills,experience, age and qualifications, the board’s assessment of theirindependence, other directorships they hold, their time in office and astatement as to whether the board recommends the individual’s election or re-election.Each director standing for election or re-election will be invited to brieflyintroduce themselves to shareholders at the general meeting.

 

Rinker’s constitution provides that an executivedirector’s office automatically becomes vacant when he or she ceases employmentwith Rinker, unless the board determines (prior to that cessation ofemployment) that the director will remain in office as a director for aspecified period that may not exceed 12 months.

 

**1.7 Rinker’s board meetings**

** **

The board meets as often as the directors determine isnecessary to fulfil their responsibilities and duties. Details of board andcommittee meetings held during Rinker’s most recent financial year and eachdirector’s attendance at those meetings is set out in the table below. Becauseof the international nature of the Rinker group’s operations, Rinker’sdirectors are required to travel substantially. The dates and locations ofscheduled meetings are generally agreed at least a year in advance. However theboard always retains flexibility to reschedule meetings or to scheduleadditional meetings if significant issues arise outside the planned program ofmeetings.

 

The board aims to strike an appropriate mix betweenmeetings held in Australia, meetings held in the United States and meetingsconducted by video-conference or other electronic means.

 

Board and committee papers are distributedsufficiently in advance of each meeting to afford directors adequate time tofully consider the material before the meeting.

 

The board reviews the overall content of its meetingagendas and board and committee papers at least annually as part of the board’sperformance review process (this must also be done at any other time on therequest of any director). The company secretary is required to prepare a draftagenda for each meeting, which is finalized by the Chairman in consultationwith the CEO. In addition, any director may require a matter to be placed onthe board’s agenda.

 

Independent non-executive directors meet on a regularbasis, without any executive director or other member of management present.The Chairman presides over these meetings. Interested persons may raise issueswith the Chairman for consideration by the non-executive directors – contactdetails are available on Rinker’s internet site.

 

Whenever necessary to ensure that discussion onsensitive matters may be conducted plainly and openly, the Chairman willrequest executive directors and other members of management who may be presentto temporarily leave the board meeting. If necessary, the Chairman will call aseparate formal meeting of non-executive directors.

 

Subject to any need for the directors to meet inprivate, the company secretary and, at the Chairman’s invitation, the chieffinancial officer, attend all board meetings.

 

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Senior managers who report to the CEO are expected tomake personal presentations to the board regularly – including at the board’sannual budget and strategy meeting with management and on other appropriateoccasions – to provide an in-depth review of the performance and issues of thebusiness for which they are responsible. Other managers are invited to attendsuch sessions when appropriate.

 

Directors are expected to participate actively indebate at board meetings and to bring independent judgment to bear.Constructive differences of opinion and robust debate are fundamental to theeffective operation of the board. Any director may request matters of concernto be recorded in board minutes.

 

In accordance with the board’s *Policy for Obtaining Independent Professional Advice*,the board, each committee of the board, and each individual director have theright to obtain independent professional advice at Rinker’s expense to assistthem to carry out their duties. For individual directors, the prior approval ofthe Chairman is required, but may not be unreasonably 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 independentprofessional advice was neither exercised nor sought to be exercised during theyear.

 

**1.8  Rinker’sboard committees**

** **

The board has established the following committees toadvise and support the board in carrying out its duties:

 

•                  Auditcommittee (see *charter*).

 

•                  Safety,health & environment committee (see *charter*).

 

•                  Remuneration& human resources committee (see *charter*).

 

•                  Nominationscommittee (see *charter*).

 

Each committee has a written charter which addressesthe committee’s composition, overall responsibilities, specific duties,reporting obligations, meeting frequency and arrangements, authority andresources available and provisions for reviewing the committee’s charter.

 

The composition of each committee and the attendanceof their members at meetings is set out in the table on page 129.

 

**1.9  Induction,access to information and continuing education for directors**

** **

Upon joining the board, and in addition to theirletter of appointment, new directors are provided with a comprehensiveinformation pack and special briefings from management. At the earliestpractical opportunity, they take part in visits to key operations in the UnitedStates and Australia to assist them to rapidly understand the Rinker group’sbusinesses, strategies, people, culture, policies and other key issues.

 

With the consent of the Chairman, which may not beunreasonably withheld, any director may attend (at Rinker’s expense) briefings,lectures or courses that the director believes will assist in furtherdeveloping the director’s knowledge and understanding of either his or herduties and responsibilities as a director or of issues clearly pertinent to theRinker group’s businesses.

 

To assist directors to maintain their understanding ofthe group’s businesses and to assess the people running them, senior managersbrief the board regularly in person. Site visits and briefings are organised

 

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as frequently as practical. Subject to safetyrequirements, directors have unrestricted access to employees during suchvisits. External professionals and consultants also brief the board whenappropriate.

 

All directors have direct access to the companysecretary and general counsel, who is required to provide guidance on corporategovernance issues and developments and to provide assistance on all othermatters reasonably requested by directors. The company secretary and generalcounsel monitors compliance with the *BoardCharter* and other policies and procedures and is accountable tothe board, through the Chairman, on all corporate governance matters.

 

Directors have unrestricted access to Rinker’s recordsand information. If the board or an individual director seeks information, theCEO is required to take all reasonable steps to ensure that no materialinformation is withheld and that no misleading impressions are conveyed.

 

Comprehensive performance reports are provided todirectors monthly, regardless of whether a board meeting is scheduled for thatmonth.

 

**1.10 Performance reviews of the board**

** **

Through its nominations committee, and using theservices of an independent third party, the board annually formally reviews theperformance of the board, its committees, and individual non-executive directors.A review was undertaken in March/April 2005, and a report on its findings andrecommendations was presented to the board in May 2005. The review wasinitially conducted by way of questionnaire, with the opportunity for follow-updiscussions if any director, or the independent third party, thought it wouldbe beneficial to do so. The review indicated that the board was performingsoundly.

 

Matters canvassed 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.

 

•                  Thequality of debate and discussion at board meetings.

 

•                  Thequality of the relationship between non-executive directors and management.

 

•                  Thequality and timeliness of board agendas, board papers and secretarial supportservices.

 

•                  Thesuitability of the blend of skills, experience, qualifications and personalcharacteristics represented on the board and an identification of any currentor potential gaps.

 

•                  Anyother significant matters that arose during the process.

 

Through the remuneration & human resourcescommittee, the performance of the CEO (and other executive directors, if any)is separately and formally reviewed each year. The review evaluates performanceagainst pre-set financial and non-financial goals.

 

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**1.11 Safeguards against conflicts of interest**

** **

Rinker’s directors are required to take all reasonablesteps to avoid any action, position or interest that conflicts with an interestof the Rinker group, or could reasonably be perceived to represent a conflict.This is one of the elements of Rinker’s *Codeof Business Ethics* – a code that applies to all directors,management and other employees.

 

If a director has a material personal interest in anymatter that concerns the affairs of the Rinker group, he or she must give theother directors immediate notice of such interest. Such notice is to beprovided 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.

 

If a potential conflict arises, the director concerneddoes not receive the relevant board papers and is required to withdraw from theboard meeting while the matter is considered. The director must not endeavour,in any other manner, to exercise any influence in connection with the board’sconsideration of the matter.

 

If a significant conflict of interest arises that isnot capable of being completely quarantined by the above procedure, and whichhas the potential to affect a director’s underlying objectivity or independenceof mind, the Chairman, after consultation with the director, may request thedirector to resign.

 

**1.12 Shareholding requirements for 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.

 

In addition, the board’s policy is that eachnon-executive director be encouraged to acquire Rinker shares or ADRs, with avalue equivalent to not less than one year’s base director’s fees, within areasonable time of joining the board, and that such Rinker shares or ADRscontinue to be held while remaining on the board.

 

The board’s policy also encourages the CEO to acquireRinker shares or ADRs, with a value equivalent to three year’s of the CEO’sbase remuneration, within a reasonable time and that such Rinker shares or ADRscontinue to be held while remaining as CEO.

 

Details of directors’ shareholdings are set out in thetable on page 129.

 

**1.13 Restrictions on share dealings bydirectors and employees**

** **

Directors and employees are subject to Australian andUS legal restrictions on buying or selling Rinker securities while inpossession of price sensitive information that has not been disclosed to themarket (known as insider trading).

 

Rinker has adopted a *Policy on Dealings in Shares by Rinker Directors and Employees*that places additional restrictions on the ability of directors and employeesto buy or sell Rinker’s shares, designed to minimise the risk of actual orperceived insider trading. Regular monthly purchases by the trustee of Rinker’sEmployee Share Acquisition Plan, on behalf of directors and employees, arepermitted to continue throughout the year in accordance with standinginstructions. However, those standing instructions may not be changed outsidethe limited ‘trading windows’ identified in the policy. The policy has recentlybeen updated to reflect Rinker’s quarterly reporting of results to the market.An additional trading window has been added, opening after Rinker’s thirdquarter results are released to

 

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the market in January.  Also, on a one-off basis this year, as aconsequence of Rinker’s early announcement to the market (on 8 April 2005) ofits expected financial results for the year ended March 31, 2005, directorsbrought forward and extended (in each case by one month) the trading windowthat normally opens with the formal announcement of those results in May.

 

In accordance with ASX Listing Rules, Rinker isrequired to notify ASX, within five business days, of any sale or purchase ofRinker securities by a director.  Thisnotification is also filed publicly by Rinker with the SEC (on Form 6-K). Toenable Rinker to fulfil this obligation, each director has entered into anagreement with Rinker under which the director is required to notify thecompany of any such sale or purchase as soon as reasonably practicable, and inany event within three business days.

 

**2.**              Rinker’sshareholders

** **

**2.1  Communicationsstrategy**

** **

Rinker is committed to providing shareholders withextensive, transparent, accessible and timely communications on companyactivities, strategy and performance.

 

The primary tools used to communicate withshareholders include:

 

•                  Releasesto ASX and SEC/NYSE in accordance with continuous disclosure obligations.

 

•                  Extensiveuse of Rinker’s internet site (www.rinkergroup.com).

 

•                  Annualreport.

 

•                  Half-yearlyresults summary published on internet.

 

•                  Annualgeneral meeting (AGM).

 

•                  Emaildistribution of company releases, reports and other communications.

 

•                  Mediacoverage of significant announcements.

 

•                  Rinker’scommunications program includes:

 

•                  Postingon Rinker’s internet site of all announcements and reports to the market,immediately following release by ASX.

 

•                  Mailingannual report to shareholders (unless requested otherwise) and posted on Rinker’sinternet site for downloading.

 

•                  Emailalerts to shareholders (upon request) informing them of significantannouncements and the availability of reports on Rinker’s internet site.

 

•                  AGM,results briefings to media and analysts, and conference calls with analysts areall webcast live and archived for later viewing on Rinker’s internet site.

 

•                  Othermajor briefings, presentations and management speeches are immediately postedon Rinker’s internet site.

 

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•                  Sitevisits and strategy briefings are provided for fund managers and analysts.  All new presentations made during thosevisits and briefings are released to ASX and SEC and immediately posted onRinker’s internet site.

 

•                  MyRinker employee newsletters posted on Rinker’s internet site.

 

Shareholder questions about Rinker:

 

Shareholders can send questions by

 

•                  Sendingemails to Rinker.

 

•                  ContactingRinker by telephone, facsimile or mail.

 

Contact details are provided on Rinker’s internetsite.

 

Shareholder participation at Rinker AGMs:

 

•                  Shareholdersare encouraged to attend Rinker’s AGM each year, to ask questions and toexercise their voting right.

 

•                  AtRinker’s request, our external auditor has undertaken to attend each Rinker AGMto be available to answer relevant shareholder questions.

 

•                  Shareholderswho cannot attend in person are encouraged to lodge a proxy and to view thelive webcast.

 

•                  Addressesby the 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.

 

•                  Areport on the AGM is provided to shareholders on request and is posted onRinker’s internet site.

 

**2.2  Marketdisclosure policy**

** **

Rinker’s ordinary shares are listed on ASX and itsADRs are listed on NYSE. Rinker must comply with disclosure obligations in bothAustralia and the US.

 

Rinker’s *Market Disclosure Policy*,coupled with its communication strategy referred to above, is designed to putinto 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.

 

•                  Takeall reasonable steps to provide all shareholders and other interested partieswith equal access to information that is made available to the market.

 

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** **

**3.****              Rinker’sethical culture**

 

Rinker’s *Code of Business Ethics* applies to alldirectors, officers and employees within the Rinker group.

 

The keyelements of the code include:

 

•                  Actingwithin the law and Rinker’s policies.

 

•                  Actingwith integrity.

 

•                  Actingresponsibly with respect to all stakeholders, including fellow employees,customers, communities, shareholders and suppliers.

 

•                  Conflictsof interest.

 

•                  Integrityin financial reporting.

 

•                  Respectingthe value and confidentiality of information.

 

•                  Adrug-free, safe and healthy working environment.

 

•                  Safeguardingcompany assets and resources.

 

Over 3,000middle ranking and senior employees are required to certify annually, inwriting, their knowledge of and compliance with the code. A hotline telephonenumber is available for confidential reporting of concerns or suspectedviolations. Anonymous reports may also be made. The code protects any employeewho makes a report in good faith from indignity or retaliation.

 

Rinker hasalso established a separate *Policy onDealings in Shares by Rinker Directors and Employees*.

 

**4.****              Rinker’sremuneration**

 

Rinker’s boardhas established a remuneration & human resources committee, the main roleof which (as set out in its *charter*)is to assist the board in fulfilling its corporate governance and oversightresponsibilities with respect to:

 

•                  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.

 

•                  Fairlyand responsibly rewarding executives, having regard to the interests ofshareholders, Rinker’s performance, the performance of the relevant executiveand employment market conditions.

 

•                  Evaluatingpotential candidates for executive positions, including the CEO, and overseeingthe development of executive succession plans.

 

All members ofthe committee are independent non-executive directors. Its *charter* is available on Rinker’sinternet site. Attendance at its meetings is set out on page 129.

 

The board andthe committee recognize that – while remuneration is important in recruiting,retaining and motivating highly talented and effective people – other factorsalso play a major role. These

 

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include Rinker’s corporatereputation, its ethical culture and business values, its executive leadership,and its other human resources policies.

 

Rinker hasprepared a separate *Remuneration Report*,set out on pages [89-109] of this annual report. Among other things, thereport:

 

•                  Explainsthe board’s policies in relation to the nature and level of remuneration paidto directors, secretaries and senior managers within the Rinker group.

 

•                  Discussesthe link between the board’s policies and Rinker’s performance.

 

•                  Providesa detailed summary of performance conditions, explaining why they were chosenand how performance is measured against them.

 

•                  Identifiesthe companies that Rinker’s performance is measured against for the purpose ofits long-term incentive plan.

 

•                  Setsout remuneration details for each director and for each member of Rinker’ssenior executive management team.

 

With theexception of USP, described at the beginning of this statement, no current orproposed equity-based remuneration within Rinker involves the issue of newshares. All shares for equity plans are purchased on-market and the relevantcost expensed in accordance with accounting standards. The board has notedclarification that ASX Recommendation 9.4, relating to shareholder approval ofequity-based executive remuneration plans, is intended to apply only to plansinvolving the issue of new shares, that is, plans that dilute the holdings ofexisting shareholders. Even so, the board is satisfied that shareholders willbe afforded adequate opportunity to consider and pass comment on such plans,which are fully explained in the *RemunerationReport*, when considering the adoption of the *Remuneration Report* at Rinker’s AGM onJuly 18, 2005.

 

**5.****              Integrityof Rinker’s financial reporting**

 

The primaryresponsibility of the audit committee is to assist the board in fulfilling itscorporate governance and oversight responsibilities with respect to:

 

•                  Theintegrity of Rinker’s financial reporting.

 

•                  Compliancewith legal and regulatory requirements, and with Rinker’s *Code of Business Ethics*.

 

•                  Theexternal auditor’s qualifications and independence.

 

•                  Thesystem of risk management and internal controls that management has establishedand the process of internal and external auditor review of internal control.

 

•                  Theperformance of Rinker’s internal audit function and external auditors.

 

All members ofthe audit committee are independent non-executive directors. Its *charter* is available on Rinker’s internetsite. Attendance at its meetings is set out on page 129.

 

Because Rinkeris registered with the SEC, under US law the audit committee is required to bedirectly responsible for the appointment, compensation, retention and oversightof the external auditor and the pre-approval of all auditing, audit-related andpermitted non-audit services performed by the

 

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external auditor. Under the *Corporations Act 2001* the company ingeneral meeting must approve the removal of external auditors and theappointment of new external auditors, giving rise to a potential inconsistency.Rinker will give effect to the provisions of the *Corporations Act 2001* to the extent of any inconsistency,giving shareholders ultimate authority in such circumstances.

 

The auditcommittee annually reviews the qualifications, performance and independence ofthe external auditor. Further details of the matters taken into account inreviewing performance and assessing independence are set out in its *charter*. Those matters, together witha review of the external auditor’s proposed work plan for the coming year andan assessment of the external auditor’s ability to conduct an effective,comprehensive and complete audit for an agreed fee, are the key factors indetermining whether to appoint the incumbent external auditor for a furtheryear or to seek the appointment of a new external auditor.

 

The lead andconcurring partners of Rinker’s external auditor must be rotated at least everyfive years, followed by a five-year minimum *timeout* period during which those partners may not take part in theRinker audit. Other audit partners on the engagement team must be rotated atleast every seven years, followed by a minimum two-year *time out* period.

 

Rinker’s chiefexecutive officer and chief financial officer are required to state in writingto the board that Rinker’s financial reports present a true and fair view, inall material respects, of Rinker’s financial position and performance and arein accordance with relevant accounting standards.

 

**6.****              Oversightof risk**

 

The board isresponsible for the Rinker group’s system of internal control and for reviewingits effectiveness in meeting Rinker’s objectives, with the goal of achieving aresponsible assessment and mitigation of risks. This includes reviewingfinancial, operational and compliance controls and risk management procedures.

 

The board hasestablished a process for identifying, evaluating and managing significantrisks faced by Rinker. The process is reviewed annually and was in place duringthe year ending March 31, 2005 and up to and including the date of approval ofthe 2005 annual report and financial statements.

 

Rather thanhaving a single risk policy, Rinker has specific policies and processes foraddressing the key areas of business risk, financial risk, financial integrityrisk and compliance risk. Relevant policies cover areas such as limits ofauthority, ethics and integrity, compliance with laws and regulations, treasurymanagement, safety, health and environment, and human resources.

 

Rinker’smanagement is responsible to the board for managing, reporting upon andimplementing strategies to address those risks. In addition to formal strategicplanning sessions, monthly reports to the board identify issues that representbusiness, financial and compliance risks, and include updated information onkey economic indicators. The audit committee reports to the board on financialand financial integrity risks and the group’s risk management systems overall.The safety, health & environment committee and the remuneration & humanresources committee report to the board on risks (mainly business andcompliance risks) relating to matters within their charters.

 

Rinker issubject to economic risks in its markets, including variations in demand acrossthe construction industry economic cycle, the level of government fundedconstruction projects, interest rates, competition, and sources and prices forpurchased goods and services. An important part of Rinker’s strategy is growththrough acquisitions, and there is a risk that future acquisition opportunitiesmay not be as attractive as past opportunities or may fail to achieve targetreturns. Disruptive events such as labor disputes, severe weather, naturaldisasters, or terrorist activities could affect day-to-day

 

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operations. Rinker must alsomanage risks of breaches of compliance with health, safety, environmental, landuse, trade practices, and other laws and regulations, and contractualobligations.

 

Rinker hasadopted the Committee of Sponsoring Organizations framework (1992 COSOframework) as its risk management and internal control framework. Controls areassessed at both the entity and activity levels.

 

Assurancefunctions – including internal auditors and health, safety and environmentalauditors – perform reviews of control activities and provide regular writtenand face-to-face reports to the board, its committees, and to seniormanagement. The board receives and reviews minutes of the meetings of eachboard committee.

 

Some risks,such as natural disasters, cannot be mitigated to an acceptable degree usinginternal controls. Such major risks are transferred to third parties throughinsurance coverage, to the extent considered appropriate.

 

Rinker hasestablished a disclosure committee, drawn from management, which is responsiblefor reviewing the effectiveness of the group’s controls and procedures for thepublic disclosure of financial and related information. This committee presentsthe results of its review to executive management and directors.

 

In the courseof approving Rinker’s financial statements and notes thereto for the year endedMarch 31, 2005, the board considered certificates from the Chief ExecutiveOfficer and the Chief Financial Officer stating that, in the opinion of thoseofficers:

 

•                  Theintegrity of Rinker’s financial statements and notes thereto was founded on asound system of risk management and internal compliance and control systemswhich, in all material respects, implement the policies adopted by the board.

 

•                  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.

 

**7.****              NYSEcorporate governance rules**

 

Because Rinker’sADRs are listed on the NYSE, Rinker is required to disclose any significantdifferences between its corporate governance practices and the NYSE corporate governancerules. There are two potentially significant differences.

 

Under the NYSErules, the nominations committee is required to develop and recommend to theboard a set of corporate governance principles applicable to the corporation.In Rinker’s case, the board as a whole has developed and adopted Rinker’scorporate governance principles. The board believes that this is appropriatefor Rinker, particularly given that five of Rinker’s six directors, includingthe Chairman and Deputy Chairman, are independent, non-executive directors.

 

To providechecks and balances on the potential dilution resulting from the process ofearmarking shares to be used for equity-based awards to employees anddirectors, the NYSE rules generally require that all ’equity-compensation plans’be approved by shareholders. The NYSE rules define an ’equity-compensation plan’broadly to include plans involving both newly issued shares and shares acquiredon-market.

 

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With theexception of its Universal Share Plan (USP), all of Rinker’s other share plansinvolve shares acquired on-market and, therefore, are non-dilutive toshareholders. Full disclosure is made of shares purchased under these plans andthe costs are expensed and disclosed in accordance with accounting standards.Rinker’s USP is described above (under the heading ’ASX Principles andRecommendations’).

 

Rinker has notobtained shareholder approval for its share plans open to employees anddirectors. However, the board has elected to put its Remuneration Report, whichincludes details of all share plans, to shareholders for adoption by way of anon-binding resolution at Rinker’s annual general meeting on July 18, 2005.

 

**Directors’attendance at board and committee meetings**

 
| **Year ended  March 31, 2005** | ** ** | **Board** | ** ** | **Audit  Committee** | ** ** | **Remuneration &  HR Committee** | ** ** | **Nominations  Committee** | ** ** | **Safety, Health &  Environment  Committee** | ** ** |
|--------------------------------|------------|-----------|------------|----------------------|------------|--------------------------------------|------------|----------------------------|------------|--------------------------------------------------|------------|
| **Name**                       | ** ** | **A**     | ** ** | **B**                | ** ** | **A**                                | ** ** | **B**                      | ** ** | **A**                                            | ** ** | **B** | ** ** | **A** | ** ** | **B** | ** ** | **A** | ** ** | **B** | ** ** |
| John Arthur                    |       | **10**    | ** ** | **10**               | ** ** | ** **                           | ** ** | ** **                 | ** ** | **5**                                            | ** ** | **5** | ** ** | **1** | ** ** | **1** | ** ** | **4** | ** ** | **4** |   |
| David Clarke(1)                |       | **10**    | ** ** | **10**               | ** ** | ** **                           | ** ** | ** **                 | ** ** | ** **                                       | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |   |
| Marshall Criser                |       | **10**    | ** ** | **10**               | ** ** | **4**                                | ** ** | **4**                      | ** ** | **5**                                            | ** ** | **5** | ** ** | **1** | ** ** | **1** | ** ** | ** ** | ** ** | ** ** |   |
| John Ingram                    |       | **10**    | ** ** | **10**               | ** ** | **4**                                | ** ** | **4**                      | ** ** | **5**                                            | ** ** | **5** | ** ** | **1** | ** ** | **1** | ** ** | ** ** | ** ** | ** ** |   |
| John Morschel                  |       | **10**    | ** ** | **10**               | ** ** | ** **                           | ** ** | ** **                 | ** ** | ** **                                       | ** ** | ** ** | ** ** | **1** | ** ** | **1** | ** ** | **4** | ** ** | **4** |   |
| Walter Revell                  |       | **10**    | ** ** | **10**               | ** ** | **4**                                | ** ** | **4**                      | ** ** | ** **                                       | ** ** | ** ** | ** ** | **1** | ** ** | **1** | ** ** | **4** | ** ** | **4** |   |

 

**Legend:**
| **Current  member** |   | Current Chairman |
|---------------------|--------|------------------|

 

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**Notes:**

**A**               showsnumber of meetings held during the period the director was a member of theboard and/or committee

 

**B**               showsnumber of meetings attended during the period the director was a member of theboard and/or committee

 

(1)          Asan executive director, David Clarke is not a member of any committees.

 

Directors’interests in Rinker shares (including Rinker ADRs) are set out below.

 

| **As at May 12 2005** | ** ** | **Relevant Interest  2005** | ** ** | **Relevant Interest  2004** | ** ** |
|-----------------------|------------|-----------------------------|------------|-----------------------------|------------|
| John Arthur           |       | 34,700                      |       | 25,458                      |       |
| David Clarke*         |       | 1,010,519                   | **         | 260,414                     |       |
| Marshall Criser       |       | 34,000                      |       | 34,000                      |       |
| John Ingram           |       | 17,175                      |       | 15,000                      |       |
| John Morschel         |       | 59,487                      |       | 51,333                      |       |
| Walter Revell         |       | 20,000                      |       | 20,000                      |       |

 

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*                 Duringyear end March 31, 2004, Mr. Clarke had an additional exposure to movements inRinker’s share price by virtue of his election to invest in 245,026 “notionalRinker shares” under the Rinker group’s SERP. The SERP is a non-qualified defined contribution plan in the UnitedStates to which employees and employers make contributions.  The interest was economic only – notionalRinker shares did not carry any rights in connection with Rinker ordinaryshares or Rinker ADRs.  During year endedMarch 31, 2005, a Rinker subsidiary (through a trustee) acquired Rinkerordinary shares or Rinker ADRs, reflecting Rinker’s liabilities under the SERP,and gave

 

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participants the ability to decide how the shares and ADRs will bevoted. Mr. Clarke’s SERP interests are therefore now included in the amountshown under the Relevant Interest 2005 column.

 

**          Includes500,000 PSP shares granted to Mr. Clarke during year end March 2005.  These shares are at risk and will be eligibleto vest if performance criteria are met.

 

**D.****            Employees**

 

As of March31, 2005, Rinker group companies had a total of 13,279 employees.  A breakdown of employees by geographiclocation is set out below.

 

Employeenumbers for Rinker Group Limited at March 31:

 
| ** **    | ** ** | **2005** | ** ** | **2004** | ** ** | **2004-2005  %  CHANGE** | ** ** | **2003** | ** ** |
|---------------|------------|----------|------------|----------|------------|--------------------------|------------|----------|------------|
| United States |       | 10,186   |       | 10,695   |       | (4.8                     | %)         | 10,262   |       |
| Australia     |       | 2,600    |       | 2,591    |       | 0.3                      | %          | 2,243    |       |
| China         |       | 493      |       | 486      |       | 1.4                      | %          | 525      |       |
| Total         |       | 13,279   |       | 13,772   |       | (3.6                     | %)         | 13,030   |       |

 

Note:  Represents full time equivalentemployees.  The decrease in the number ofUS employees at March 31, 2005 is primarily the result of the sale of theprestress and polypipe operations.

 

In the US,Rinker Materials provides certain union and 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 the plan, Rinker Materialsmatches a percentage of the employee contribution and annually makes adiscretionary profit 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.  On January 1, 2005 anunaudited actuarial review was performed on the defined benefit pensionplans.  The actuarial review reflected anestimated shortfall of US$19.2 million (A$24.8 million).  This deficit is being funded progressively byRinker Materials and all minimum funding requirements have currently beensatisfied.  Details are provided in “Item5 – Operating and Financial Review and Prospects.”

 

RinkerMaterials has approximately 45 different collective bargaining agreements witha number of unions.  These agreements,most of which have been in place for many years, cover approximately 4,000employees.  Of these 4,000 employees,approximately 1,800 are covered by various chapters of the InternationalBrotherhood of Teamsters each of which negotiates different agreements for itsmembers, and approximately 1,300 are 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 2005 to2010. Rinker Materials, while covered by these various collective bargainingagreements, has experienced a relatively low level of industrial disruptionover the past three years.  Rinker group’srelationship with its various labor unions may be characterized as mature andproductive.

 

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U.S. employees covered by collective bargaining agreements, not coveredby single employer pension plans, generally receive pension and health benefitsdirectly from multiemployer trust funds jointly managed by trustees appointedby labor and management.

 

ReadymixHoldings in Australia has approximately 61 enterprise bargaining agreements andcertified agreements covering approximately 2,000 employees.  Major respondent unions include the CSR &Rinker Salaried Staff Association, the Australian Workers Union, the AustralianManufacturing Workers’ Union and the Transport Workers Union.  Readymix Holdings administration, production,maintenance and transport employees are eligible for membership in thesevarious unions.  The Readymix Holdingsenterprise agreements or enterprise awards are registered with either theAustralian Industrial Relations Commission or Queensland or New South WalesIndustrial Relations Commissions.  Theenterprise agreements and awards are underpinned by relevant industry awardsand operate for fixed terms of various lengths (although they continue tooperate after the expiry of those terms unless replaced by anotheragreement/award).   Salaried staff areemployed under individual contracts of employment, which are underpinned by anaward of the Australian Industrial Relations Commission and, in some cases, bycertified agreements (which comprise about 21 of the total number of 61mentioned above).    Over the past threefiscal years, industrial disputation has been minimal and Readymix Holdingsbelieves that it has good relationships with its employees.

 

In Australia,Rinker group entities participate in superannuation (pension) plans that willcontinue to provide ongoing benefits for employees.  Harwood Superannuation Fund (formerly the CSRAustralian Superannuation Fund) provides ongoing benefits for the employees ofthe Rinker Group entities in Australia (including expatriates in China), withRinker assuming responsibility to fund defined benefits and accumulationbenefits for Rinker group employees. Readymix Holdings is also a participating employer in the Monier PGHSuperannuation Fund, which provides superannuation benefits for some employees.

 

Rinker groupentities have comprehensive safety and health management systems. These systems are designed to improve overallsafety performance in all operations. Rinker continues to focus on safety, healthand environment management training for business managers and other frontlinepeople, improving root cause analysis, advancing risk assessment processes,addressing potential occupational health hazards and integrating newacquisitions into the Rinker group management system approach. In addition, the current safety, health andenvironment audit program is being revised and strengthened although many ofReadymix Holdings sites continue to be audited externally to be in compliancewith self-insurance requirements.

 

**E.****              ShareOwnership**

 

No director orsenior manager has beneficial ownership of one percent or more of the votingsecurities.  Note 32 to the financialstatements included elsewhere in this annual report shows actual shareholdingsof directors, each of whom is required by Rinker’s constitution to own aminimum of 2,000 shares in his or her name. As at March 31, 2005 the holdings of directors and senior management ofRinker, as a group, of Rinker’s voting securities were as follows:

 
| **Title of Class** | ** ** | **Identity of Person or Group** | ** ** | **Number  Owned** | ** ** | **Percent  of Class** | ** ** |
|--------------------|------------|---------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **         | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **            | ** ** |
| Ordinary shares    |       | Directors and senior management |       | 3,167,055         |       | 0.34                  | %          |

 

As at March31, 2005, 4,663,367 ordinary shares were owned by current senior managers orother employees of Rinker group entities under Rinker employee equity plans.

 

131

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No options toacquire Rinker shares are held by any directors, members of senior managementor other employees as at May 12, 2005.

 

**Item 7****              MajorShareholders and Related Party Transactions**

 

**A.****            MajorShareholders**

 

Rinker is notdirectly or indirectly controlled by another corporation or by any foreigngovernment and does not know of any arrangement the operation of which may at asubsequent date result in a change of control of Rinker.

 

As at May 12,2005 there were four registered holders known to Rinker of more than 5 percentof Rinker’s outstanding voting securities. Westpac Custodian Nominees Limited held 165.1 million ordinary shares or17.6 percent of Rinker’s issued capital. J P Morgan Nominees Australia Limited held 123.7 million ordinary sharesor 13.2 percent of Rinker’s issued capital. National Nominees Limited held 99.5 million ordinary shares or 10.6percent of Rinker’s issued capital.  RBCGlobal Services Australia Nominees Pty Limited held 49.3 million ordinaryshares, or 5.3 percent of Rinker’s issued capital.  The shares are held as nominee for numerousbeneficiaries, most of whom are believed to be pension funds but whose identityis not known to Rinker.

 

In addition,as at May 12, 2005, three beneficial owners of more than 5 percent of Rinker’soutstanding voting shares were known to Rinker. These were Perpetual Trustees Australia Limited, holding 87.1 millionordinary shares or 9.3 percent of Rinker’s issued capital, Barclays GlobalInvestors Australia Limited, holding 47.8 million ordinary shares or 5.1percent of Rinker’s issued capital, and Capital Group Companies, Inc., holding47.1 million ordinary shares or 5.0 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.

 

As at May 12,2005, 516,553 (0.1% of the total ordinary shares outstanding) fully paidordinary shares are held by 889 shareholders who, on record, are resident inthe United States.

 

Based oninquiries made of registered holders, Rinker estimates that as at April 30,2005 approximately 229 million fully paid ordinary shares representingapproximately 25% of total ordinary shares outstanding were beneficially ownedby residents in the United States.

 

**B.****            RelatedParty Transactions**

 

**Relationshipof directors**

 

As at March31, 2005, there were no interest free loans to the directors of Rinker and itssubsidiary entities other than one interest free loan to a director of asubsidiary as noted at page 108. During fiscal year 2005, no directors ofRinker or any of its subsidiaries and their director-related entities havereceived or are entitled to receive any additional benefit, other than abenefit shown in “Item 6.B. - Remuneration details of executive directors andsenior management” or the accompanying financial statements (specifically, Note26 “Directors’ and executives’ remuneration”, Note 11 “Receivables” and Note 32“Related party information”) by reason of a contract made by Rinker or arelated party with the directors, or with a firm or company in which they havea substantial financial interest or over which they have a significantinfluence.

 

132

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**Relationshipwith CSR**

 

*Separation matters*

 

On March 28,2003, the Federal Court of Australia approved the demerger of Rinker fromCSR.  Rinker was admitted to the officiallist of the ASX and its shares were quoted on the stock market conducted by theASX effective March 31, 2003 (on a deferred settlement basis).  In accordance with the terms of the demerger,Rinker issued 944.7 million shares on April 11, 2003.

 

Prior to thedemerger, 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.

 

As part of thedemerger transition process, CSR and Rinker have entered into variouscontractual arrangements dealing with the separation and the ongoing businessrelationships and operations between CSR and Rinker as independent companies asdetailed below:

 

*Property*

 

As a result ofthe demerger, CSR’s beneficial 40% interest in Penrith Lakes DevelopmentCorporation Limited (“PLDC”), which extracts the majority of the aggregates forthe Sydney region, was transferred to Readymix. Boral and Hanson own 40% and 20% respectively of PLDC.  Readymix has agreed to share future profitsproduced from land sales equally with CSR. A significant portion of the PLDC land holdings have been identified ashaving potential, subject to planning approvals, for a major urban landdevelopment, creating approximately 4,900 residential lots.

 

*Indemnity and claims management*

 

CSR hasgranted 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.

 

It is notclear at law whether these indemnities would be enforceable in respect of finesor pecuniary penalties of a penal nature.

 

In accordancewith the indemnity, CSR and Rinker have agreed arrangements pursuant to whichthe economic and management responsibility for claims will be determined. CSRand Rinker have agreed to assist each other in respect of the conduct of claimsto which the indemnity relates.

 

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Further, CSRhas 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).

 

Rinker hasagreed to indemnify CSR, its subsidiaries, directors, officers and employeesand the directors, officers and employees of its subsidiaries against liabilityincurred by them arising from any claim made against them arising from afailure of the demerger booklet, Rinker’s listing memorandum to the ASX or marketingor other material distributed or published in connection with the demerger(including any associated refinancing) to comply with any applicable legalrequirement where the failure is caused by, or arises out of, information aboutthe businesses which are to be conducted by any member 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).

 

*Insurance*

 

Rinker isresponsible 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 continue to have the benefit of thedirectors’ and officers’ run off insurance held by CSR in respect of mattersthat occurred before the demerger took effect.

 

*Statutory licenses*

 

CSR and Rinkerhave agreed to cooperate and to act reasonably in relation to the transfer ofstatutory licenses from members of CSR group to members of the Rinker group.

 

*Tax liability*

 

The Rinkergroup 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*

 

Rinker and CSRhave agreed to assist each other in relation to past and future financial andtax matters and each will allow the other access to records in connection withthe preparation of tax returns or tax audits by the Australian Taxation Officeor State Revenue authorities.

 

*Business records*

 

Rinker hasagreed 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.

 

134

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CSR has agreedto maintain any business records that relate to the Rinker group’s businessesand which were not transferred to the Rinker group as part of the internalrestructuring for a period of seven years after the demerger and allow Rinkerto access and make copies of those records.

 

*Transition and shared services arrangements*

 

Following thedemerger Rinker and CSR entered into an agreement pursuant to which CSRsupplied, or procured the supply of, a variety of services to the Rinker groupduring a transitional period. The transitional period was completed for allservices within fiscal year 2005.

 

Certainlimited services, primarily access to human resources and payroll IT systems,are obtained from CSR under an ongoing supply agreement.

 

The CSR groupand the Rinker group have each granted the other a consideration free licenseto use the copyright in certain works that are required for the business operationsof the Rinker group and CSR group respectively.

 

*Workers’ compensation arrangements*

 

CSR and Rinkerhave entered into Deeds of Indemnity and Management Agreements relating toworkers’ compensation claims based on incidents prior to the demerger.  The Deeds of Indemnity provide forindemnities in respect of common law and statutory workers’ compensationliabilities after the demerger, the key features of which are consistent withthe following principles:

 

•                  Rinkeris responsible for all common law and statutory workers’ compensation claimswhich have arisen or arise out of the businesses conducted by companies in theRinker group after the demerger;

 

•                  CSRis responsible for all common law and statutory workers’ compensation claimswhich have arisen or arise out of the businesses conducted by companies in CSRgroup after the demerger; and

 

•                  Rinkerhas agreed to indemnify CSR in respect of any amounts CSR is required to pay asa consequence of a common law or statutory workers’ compensation claim forwhich Rinker 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*

 

The HarwoodSuperannuation Fund (previously CSR Australian Superannuation Fund) and theMonier 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 the demerger,as part of the demerger separation terms (having regard to, principally, thedivision of assets and liabilities between the respective entities to bedemerged and the number of employees of each entity who were members of theHarwood Superannuation Fund), CSR and Rinker will each separately cover, ineffect, 50% of the funding of the accrued defined benefit liabilities ofHarwood Superannuation Fund as at March 28, 2003, which will be revalued by theactuary at least annually.  Subject tothat arrangement, Rinker and CSR are separately responsible for funding definedbenefits and accumulation benefits for their respective employees and CSRcontinues to be responsible for pensioners and deferred members as at March 31,2003.

 

135

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**C.****            Interestsof Experts and Counsel**

 

Notapplicable.

 

**Item 8****                                      FinancialInformation**

 

**A.****            ConsolidatedStatements and Other Financial Information**

 

See “Item 18.Financial Statements.”

 

**LegalProceedings**

 

Except as setout below, no company in the Rinker group is involved in any litigation theoutcome of which is likely to have a material adverse effect on the business,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 permitsand to enjoin the relevant 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 continuing and it is notpossible to determine the likely outcome or what impact that will have onRinker Materials’ operations.  If theLake Belt permits, including the key permits for the SCL, FEC and Kromequarries were ultimately set aside, Rinker Materials and the other industryparticipants with quarries in the Lake Belt region would need to sourceaggregates, to the extent available, from other locations in Florida or import aggregates.This would likely result in increased costs and other adverse operationaleffects on Rinker Materials. However, Rinker believes that Rinker Materials’permits were validly issued and does not believe that there is a material riskof such an outcome.

 

•                  RinkerMaterials has been served with two lawsuits filed in Hillsborough County,Florida Circuit Court which name Rinker Materials and several other parties,relating to an animal feed supplement processing site formerly operated by anentity that was later merged into an existing Rinker Materials subsidiary. Thesite was sold in 1993 prior to Rinker Materials ownership of the subsidiary.The lawsuits are filed on behalf of multiple residents of Hillsborough Countyliving near the site and allege various injuries related to alleged exposure totoxic chemicals. At this time, the Rinker group has inadequate information fromwhich to estimate a potential range of liability, if any.

 

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•                  Thelitigation commenced in December 2001 by TNT Australia Pty Ltd as described inthe equivalent item in last year’s report has been settled.

 

•                  TheAustralian Competition and Consumer Commission advised during the year that ithad discontinued its investigation into potential anti-competitive conduct byCSR Emoleum as described in the equivalent item in last year’s report.

 

AlthoughRinker Materials is currently named as a defendant in a number of asbestosclaims in the United States (approximately 357 as at May 12, 2005) 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 believe asbestoslitigation against CSR will have a material impact on the business, financialposition or financial performance of the Rinker group.

 

**DividendPolicy**

 

Prior to thedemerger, during fiscal year 2003, Rinker paid a dividend of A$16.1 million toits sole shareholder, CSR Limited.

 

At the time ofthe demerger, the directors adopted a dividend policy for Rinker ofdistributing between 20-30% of available net profit after finance and incometax in the form of dividends, with an interim dividend payable in December ofeach year and a final dividend in July. Since the demerger, Rinker has declaredthe following dividends:

 

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| **Dividends  Declared**                                                                                                                                                                                                               | ** ** | **2005**   | ** ** | **2004**   | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|
| In respect of fiscal years ending 31 March                                                                                                                                                                                            |       |       |       |       |       |
|                                                                                                                                                                                                                                  |       |       |       |       |       |
| **Amount per share**                                                                                                                                                                                                                  |       |       |       |       |       |
| Interim dividend (A$ cents per share) (1)                                                                                                                                                                                        |       | 7.0        |       | 6.0        |       |
| Final dividend (A$ cents per share) (2)                                                                                                                                                                                          |       | 14.0       |       | 8.0        |       |
| Total                                                                                                                                                                                                                                 |       | 21.0       |       | 14.0       |       |
|                                                                                                                                                                                                                                  |       |       |       |       |       |
| **Franking**                                                                                                                                                                                                                          |       |       |       |       |       |
| Interim dividend (1)                                                                                                                                                                                                                  |       | 100        | %          | 100        | %          |
| Final dividend (2)                                                                                                                                                                                                                    |       | 60         | %          | 100        | %          |
|                                                                                                                                                                                                                                  |       |       |       |       |       |
| **Payout Ratio (3)**                                                                                                                                                                                                                  | ** ** | **34**     | **%**      | **31**     | **%**      |
| ** **                                                                                                                                                                                                                            | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                                                                                                                                                                                                                       | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                                                                                                                                            | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Notes:**                                                                                                                                                                                                                            | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                                                                                                                                            | ** ** | ** ** | ** ** | ** ** | ** ** |
| (1)            Interim  dividends are paid in December of the current fiscal year.                                                                                             | ** ** |
| ** **                                                                                                                                                                                                                            | ** ** | ** ** | ** ** | ** ** | ** ** |
| (2)            Final  dividends are paid in July of the following fiscal year.                                                                                                 | ** ** |
| (3)            Defined  as dividends declared in respect of a given fiscal year divided by net profit  attributable to Rinker shareholders for that corresponding fiscal year. | ** ** |
|                                                                                                                                                                                                                                  | ** ** | ** ** | ** ** | ** ** | ** ** |

 

Rinkerdeclared a final dividend in respect of the year ended March 31, 2005 ofAustralian dollar 14 cents (A$0.14) per share, 60% franked, totalingapproximately A$131 million, payable on July 2, 2005, reflecting the intentionof Rinker’s directors to seek to distribute in future around 35% of availablenet profit after finance and income tax in the form of dividends.

 

Subject to theAustralian Corporations Act 2001, the directors of Rinker may declare adividend and set the amount and date for its payment.  The payment of dividends is subject to thediscretion of the Rinker board. Dividends are payable to shareholders of fully paid shares equally.  Generally, shares rank for dividend fromtheir date of allotment.

 

The level ofdividends declared by the Rinker board is subject to a number of factors,including the financial results of the Rinker group, the general businessenvironment, ongoing capital expenditure requirements, ongoing cashrequirements, applicable law and any other factors the Rinker board mayconsider relevant.

 

Holders ofRinker ADRs, which each represent five Rinker ordinary shares, are eachentitled to a final US$ dividend equivalent of A$0.70 per share, or five timesthe final dividend per ordinary share.

 

**B.****            SignificantChanges**

 

Except asotherwise disclosed in note 38 to the audited financial statements, nosignificant change has occurred to the Rinker group entities, since the date ofthe financial statements.

 

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**Item 9****              TheOffer and Listing**

 

**A.****            ListingDetails**

 

Not applicable

 

**Nature ofTrading Market**

 

The principaltrading market for Rinker’s fully paid ordinary shares is conducted by theASX.  Rinker ordinary shares were listedon the ASX (ticker symbol ’RIN’) for the first time on March 31, 2003 (on adeferred settlement basis).

 

In the UnitedStates, JPMorgan Chase Bank, N.A. as Depositary (the “Depositary”), issues ADRsevidencing ADSs.  Effective April 27,2005, each ADS represents 5 ordinary shares. The ADRs commenced trading on the NYSE on October 28, 2003.

 

The followingtable sets forth, for the months indicated, the high and low sales prices in A$per ordinary share as reported by the ASX and the high and low sales prices inUS$ per ADS as reported by the NYSE.

 
| ** ** | ** ** | **Month**            | ** ** | **Per Ordinary Share** | ** ** | **Per ADS (1)** | ** ** |
|------------|------------|----------------------|------------|------------------------|------------|-----------------|------------|
| ** ** | ** ** | ** **           | ** ** | **(A$)**               | ** ** | **(US$)**       | ** ** |
| ** ** | ** ** | ** **           | ** ** | **High**               | ** ** | **Low**         | ** ** | **High** | ** ** | **Low** | ** ** |
| 2003       |       | April to June        |       | 5.46                   |       | 4.50            |       | — |   | — |   |
|       |       | July to September    |       | 5.98                   |       | 5.02            |       | — |   | — |   |
|       |       | October to December  |       | 6.59                   |       | 5.60            |       | 24.48 |   | 21.18 |   |
| 2004       |       | January to March     |       | 7.34                   |       | 6.08            |       | 27.90 |   | 23.63 |   |
|       |       | April                |       | 7.38                   |       | 6.62            |       | 27.25 |   | 24.73 |   |
|       |       | May                  |       | 7.66                   |       | 6.80            |       | 27.17 |   | 23.75 |   |
|       |       | June                 |       | 8.09                   |       | 7.51            |       | 28.05 |   | 26.32 |   |
|       |       | July                 |       | 8.51                   |       | 7.74            |       | 30.71 |   | 28.02 |   |
|       |       | August               |       | 8.70                   |       | 7.96            |       | 30.98 |   | 28.89 |   |
|       |       | September            |       | 8.80                   |       | 8.39            |       | 31.32 |   | 29.54 |   |
|       |       | October              |       | 8.98                   |       | 8.48            |       | 32.50 |   | 31.10 |   |
|       |       | November             |       | 9.75                   |       | 8.68            |       | 37.77 |   | 32.91 |   |
|       |       | December             |       | 10.75                  |       | 9.40            |       | 41.59 |   | 36.65 |   |
| 2005       |       | January              |       | 11.46                  |       | 10.25           |       | 44.05 |   | 39.50 |   |
|       |       | February             |       | 11.40                  |       | 10.76           |       | 45.25 |   | 42.88 |   |
|       |       | March                |       | 11.92                  |       | 10.67           |       | 47.00 |   | 41.38 |   |
|       |       | April                |       | 11.65                  |       | 10.61           |       | 44.47 |   | 41.07 |   |
|       |       | May (through May 12) |       | 12.09                  |       | 10.81           |       | 45.50 |   | 42.68 |   |

 

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(1)          Effective April 27, 2005,ordinary shares represented by each ADR changed to 5 from 10.  The table above as been adjusted to reflectthe new ratio.

 

At May 12,2005, 936,961,922 ordinary shares were outstanding and were held by 91,228holders of record.  As at May 12, 2005,5,653,199 ADRs representing 28,265,995 ordinary shares, or 3.0 percent of theordinary shares outstanding on such date, were held by an estimated 2,700beneficial holders in the United States based on inquiries made of registeredholders.

 

139

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**B.****            Plan ofDistribution**

 

Notapplicable.

 

**C.****            Markets**

 

Rinkerordinary shares are listed on the ASX. Rinker ADRs, representing its ADSs, are listed for trading on the NYSE.

 

**D.****            SellingShareholders**

 

Notapplicable.

 

**E.****              Dilution**

 

Notapplicable.

 

**F.****              Expensesof the Issue**

 

Notapplicable.

 

**Item 10****                               AdditionalInformation**

 

**A.****            Share Capital**

 

During theyear ended March 31, 2004, Rinker issued 944.7 million ordinary shares on April11, 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).

 

During theyear ended March 31, 2005, Rinker repurchased and immediately cancelled 4.0million ordinary shares as part of the on-market buyback.  In August and September 2004, 0.3 millionordinary shares were issued under the Employee Universal Share Plan (USP).  Subsequent to March 31, 2005 and prior to May12, 2005, a further 4.3 million shares were repurchased and immediatelycancelled under the on-market buyback.

 

**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 principal terms of theConstitution.

 

**CompanyObjects & Purposes**

 

Rinker istaken 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 the legalcapacity and powers of an individual person.

 

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**Directors’Powers & Qualifications**

 

(a)                      Nodirector is permitted to vote or be counted in the quorum as a director inrespect of any matter in which the director has a personal material interestunless permitted by the Corporations Act (clause 71.5).

 

(b)                     Directorsremuneration is to be determined by them from time to time and in suchproportions and manner as they determine, provided that the aggregateremuneration paid to directors in any year must not exceed the amount approvedin general meeting (clause 58).

 

(c)                      Inaddition, every director is entitled to be paid all traveling, hotel and otherexpenses properly incurred by them in attending and returning from meetings ofdirectors of Rinker or any committee of the directors or general meetings ofRinker (clause 58.6).

 

(d)                     Directorsmay exercise all the powers of Rinker to borrow money, charge property, issuedebentures (or give other security) and provide guarantees for the company’spurposes (rule 47).

 

(e)                      TheConstitution does not contain any age limit requirement on the retirement ofdirectors.

 

(f)                        Adirector must hold 2000 fully paid shares in Rinker in his or her own name as aqualification for office (clause 64).

 

(g)                     Ateach Annual General Meeting one third of the directors (or the nearest numberto one third, rounded down) retire from the office and are subject tore-election. In any event, a director, other than the managing director, shallretire from office at the conclusion of the third Annual General Meeting afterthe general meeting at which he or she was last elected or re-elected.

 

**Rights& Restrictions Attaching to Each Class of Shares**

 

(a)                      Rinkerhas only one class of shares, the ordinary class. The rights attached toordinary shares include the right to dividends in the event that the directorsdeclare them. Directors may determine that a dividend is payable, fix theamount, the date at which the entitlement accrues, date for payment and themethod of payment.

 

(b)                     Dividends,which have not been claimed for one year after having been declared, may beinvested or otherwise made use of by the directors for the benefit of Rinkeruntil claimed or disposed of according to law (clause 97).

 

(c)                      Thevoting right attached to ordinary shares is the right to vote in person, byrepresentative, attorney or proxy in general meeting.  There is no power to approve corporatematters by written consent.

 

(d)                     Ona show of hands each shareholder (regardless of the number of shares held) hasone vote. On a poll each shareholder may exercise one vote for each fully paidordinary share held. Shareholders may not cumulate their votes.  In respect of partly paid shares, theshareholder has a vote equivalent to the proportion which the amount paid upbears to the total amounts paid and payable, whether or not called, on theshare when the poll is taken (clause 43.1).

 

(e)                      Inthe event of a winding up, ordinary shares rank equally in the division of anysurplus.

 

(f)                        Shareholderscannot redeem ordinary shares.

 

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(g)                     Theholders of fully paid ordinary shares have no further liability to Rinker inrespect of those shares. The holders of partly paid shares are liable to Rinkeronce a call is made for the payment of the unpaid amount.

 

(h)                     Thereis no provision in the Constitution that discriminates against an existing orprospective shareholder as a result of that shareholder owning a substantialnumber of shares unless such ownership leads to a partial takeover offer (seeheading “Partial Takeover Approval” below).

 

(i)                         Therights attached to any class of shares may be varied in accordance with theCorporations Act (clause 8.1).  Under theCorporations Act, rights of shareholders may be varied or cancelled only by aspecial resolution (75% majority of votes cast) of all shareholders, togetherwith either a special resolution of the relevant class or with the writtenconsent of shareholders with at least 75% of the votes in the class.  Any variation of class rights is subject tochallenge by shareholders with at least 10% of the votes on grounds of unfairprejudice.

 

(j)                         Thereare no provisions in the Constitution that provide a shareholder owning 5% ormore of Rinker’s ordinary shares with access to corporate records.  However, under the Corporations Act,shareholders have rights of access to the register of shareholders and minutesof general meetings of shareholders.

 

**GeneralMeetings of Rinker**

 

The board mayconvene general meetings of Rinker to be held at such times and places and in themanner determined by the Board.  Noshareholder or director may convene a general meeting unless entitled to do sounder the Corporations Act.

 

Subject to theCorporations 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).

 

The quorum fora general meeting is twelve shareholders entitled to vote, present in person,by proxy or attorney or by representative, together holding not fewer than80,000 shares (clause 34.2). If within 30 minutes of the time appointed forholding the meeting a quorum is not present, the meeting, if convened byrequisition, is dissolved, but in all other cases stands adjourned to the sameday in the next week at the same time and place or to another day, time andplace determined by directors (clause 34.3). If at the adjourned meeting a quorum is not present within 30 minutesfrom the time appointed for holding the meeting, two shareholders shallconstitute a quorum.

 

**Limitationson the Right 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).

 

*Unmarketable Parcel 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

 

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procedure can only be invokedonce in any 12-month period with respect to any particular member (clause 22).

 

*Other Takeover Limitations*

 

The rights ofnon-resident or foreign shareholders to hold or exercise voting rights onRinker’s securities are subject to the Foreign Acquisitions and Takeovers Act1975 (Cth). The Treasurer of the Australian Federal Government has the power toprohibit the acquisition of a controlling interest in any Australian company bya foreign person or foreign persons, if the Treasurer is of the opinion thatthe acquisition would be contrary to the national interest. For this purpose, ashareholding of 15% or more held by a single foreign person or 40% or more heldby two or more foreign persons is deemed to constitute a controlling interest.

 

Section 50 ofthe 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.

 

There are noprovisions to allow for the issuance of preferred stock or other ’poison pill’measures that could prevent a takeover attempt.

 

**PartialTakeover Approval**

 

In the eventthat there is an offer made under a “proportionaltakeover bid” (being an off-market bid for a specified proportion of thesecurities in the bid class) to acquire shares in Rinker, the registration of atransfer giving effect to a contract resulting from the acceptance of the bid,is prohibited unless and until a resolution to approve the proportionaltakeover bid is passed in accordance with clause 23 of Rinker’s Constitution.This resolution is to be voted on at a meeting convened and 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.

 

**Disclosureof Share 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.

 

**Changes inShare Capital**

 

Rinker mayalter its share capital in one or more of the ways provided for, and in themanner prescribed by, the Corporations Act.

 

**C.****            MaterialContracts**

 

*Demerger Deed*

 

On March 27,2003, Rinker and CSR entered into a Demerger Deed to facilitate the orderlyseparation 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.

 

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*Demerger Principle*

 

The underlyingprinciple of the demerger is that, following its implementation the Rinkergroup will have the entire economic benefit, commercial risk and liabilities ofthe businesses to be conducted by the Rinker group companies after the demergeras though the Rinker group companies had always owned and operated thosebusinesses.  The CSR group will have theentire economic benefit, commercial risk and liabilities of the businesses tobe 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.

 

*Limited Rights in Accordance with the Demerger Principle*

 

Rinker and CSRacknowledged that once the demerger was complete, no member of the CSR groupwill have any rights against, or obligations to, a member of the Rinker groupand no member of the Rinker group will have any rights against, or obligationsto, a member of the CSR group except those rights and obligations expresslycontained in or conferred by the Demerger Deed, the agreements effecting theinternal restructure or any agreement between a member of the Rinker group anda member of the CSR group executed after the Demerger Deed.  The release of rights included a release ofrights to make a claim for loss or damage arising in relation to the internalrestructure of the Rinker group within the CSR group that occurred prior to thedemerger and the demerger generally.

 

*Accounting Separation*

 

The DemergerDeed confirmed that Rinker and CSR will prepare separate accounts on a demergedbasis from April 1, 2003, or such other date as may be agreed between CSR andRinker.  No such other date was agreedbetween Rinker and CSR.

 

*Other Assets*

 

The DemergerDeed provides that the Rinker group and the CSR group will agree mechanisms forthe future transfer between them of, or other access to, any asset, contract orintellectual property which either owns or holds after the effective date ofthe demerger (April 11, 2003) but which forms part of or is required to conductthe other’s business, which was incorrectly transferred as part of the internalrestructure or the owning or holding of which is inconsistent with the demergerprinciple.

 

*Additional Liabilities*

 

Each of Rinkerand CSR agreed to accept any liabilities that in accordance with the demergerprinciple should have been assigned to, or assumed by, it pursuant to theinternal restructure, but which were not so assigned or assumed.

 

*Indemnity and Claims Management*

 

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.”

 

*Statutory Licenses*

 

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions”.

 

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*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 Party Transactions”.

 

*Business Records*

 

Thesearrangements are summarized under this heading in “Item 7.B. – Related PartyTransactions.”

 

*Bond Guarantee Indemnity Deed*

 

As describedin “Item 5.B. – Liquidity and Capital Resources – US$ bonds”, Rinker and Rinker Materials have agreed toindemnify CSR for any obligations that come due under CSR’s guaranteeobligations in respect of the US$250 million outstanding 6.875% bondsdue on July 21, 2005 issued by RinkerMaterials and guaranteed by Rinker and CSR. To support its indemnity, Rinker Materials has obtained, under itsUS$1,177.5 million bank credit facilities, bank letters of credit for CSR’sbenefit for any obligations that come due under CSR’s guarantee in respect ofthe bonds that remain outstanding.

 

*Transition and Shared Services Agreement*

 

This agreementis summarized in “Item 7.B. – Related Party Transactions - Transition andShares Services Arrangements.”

 

**D.****            ExchangeControls**

 

There are noforeign exchange controls or other governmental laws, decrees or regulations,other than in relation to withholding taxes (see “Taxation” below), whichaffect the remittance of dividends, interest or other payments by Rinker tonon-resident holders of Rinker securities in the United States.

 

Subject to theexceptions referred to below, there are no limitations on the right of UnitedStates residents or owners to hold or vote Rinker ordinary shares imposed byAustralian law or Rinker’s constitution.

 

Changes ininterests 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 requires priornotification of any acquisition resulting in two or more foreign persons andtheir 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, theCorporations Act 2001 regulates the acquisition of shares in public companiesin Australia.  Subject to certain exceptions,it prohibits such an acquisition if (1) after the acquisition the acquirer andthe acquirer’s associates would be entitled to more than 20 percent of thecompany’s issued ordinary shares and (2) the acquisition does not satisfy oneof a number of specified exceptions.  Themore significant exceptions are: a formal, registered takeover offer to all theshareholders in the target

 

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company, acquisitions by abroker on the stock market under a formal takeover announcement, acquisitionsof no more than three percent of the target company’s voting share capitalevery six months or acquisitions approved by the target company’s shareholders in general meeting.

 

**E.****              Taxation**

 

This sectiondescribes the material United States federal income and Australian taxconsequences of United States residents owning Rinker’s ordinary shares.  Investors contemplating the purchase ofshares are advised to consult their own tax advisers with respect to the taxconsequences relevant to their specific situations.

 

Except asotherwise noted, the statements of Australian tax laws set out below are basedon the laws in force as of the date of this annual report, and are subject toany changes in Australian law, and in any double taxation convention betweenthe United States and Australia occurring after that date.

 

*Commonwealth of Australia Taxation*

 

With effectfrom July 1, 2002, Australia introduced a revised dividend imputation systemrelating to company tax.

 

Broadly, thenew 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 company taxrelieves double taxation on dividends paid by Australian resident corporations.  Under this system, companies are required toidentify dividends paid as either franked or unfranked dividends.  Franked dividends are those paid out ofprofits that have borne Australian corporate tax (i.e. to which frankingcredits have been allocated) while unfranked dividends are paid out of untaxedprofits.  The Australian corporate taxrate is 30%.  Franked dividends paid tonon-residents are exempt from withholding tax. Unfranked dividends paid from a Foreign Dividend Account are also exemptfrom Australian withholding tax.  ForeignDividend Accounts comprise certain non-assessable dividends received by anAustralian parent company from foreign subsidiaries and associates. However,unfranked (or partly franked) dividends that are not paid out of a ForeignDividend Account are subject to withholding tax, generally at 15% on theunfranked amount.  Notices are providedto shareholders that specify the amount (if any) of dividend withholding taxdeducted.

 

All ordinaryshareholders will be advised as to the extent to which each future dividendwill be franked as dividends are declared.

 

The currentAustralian tax rules require taxpayers to hold shares “at risk” for certainperiods before obtaining the benefit of the dividend imputation system.  The minimum period for holding ordinaryshares “at risk” is currently 45 days, but the Australian Government isconsidering 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.

 

The tax rulesclassify interests that satisfy a financial arrangements test as either debt orequity.  An interest that is classifiedas equity will be frankable, whereas an interest that is classified as debtwill not be frankable.  Ordinary sharesare likely to be classified as equity on the basis that the return iscontingent on Rinker’s performance or at the discretion of Rinker.  Ordinary shareholders will be advised, bypublic announcement to the market at the time each future dividend isdetermined, of the extent to which each such dividend is franked and ifunfranked, whether any amount will be paid out of the Foreign Dividend Account.

 

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Under theprovisions 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 permanentestablishment in Australia or a fixed base in Australia from which independentpersonal services are carried out, the recipient will generally be subject toordinary income tax for dividends received under the Australian tax rules.  Australia and the United States have agreedto reduce the withholding tax rate to 5% for holders of more than 10% of theshares in a company and 0% for holders of 80% or more of the shares in acompany.  In all other cases the 15% ratelimit will continue to apply.  Thesechanges took effect on July 1, 2003.

 

Some foreignshareholders are exempt from Australian dividend withholding tax on dividendsthat are not franked; most notably, foreign superannuation/pension funds thatare exempt from income tax in their home jurisdiction.

 

A UnitedStates citizen who is resident in Australia, or a United States corporationthat is resident in Australia (by reason of carrying on business in Australiaand being managed or controlled in Australia or having its voting powercontrolled by shareholders who are residents of Australia) holding ordinaryshares as capital assets, may be liable for Australian capital gains tax (“CGT”)on the disposal of Rinker ordinary shares. In calculating the amount of a capital gain that may be subject toAustralian CGT, special rules apply to individuals, trusts and certainsuperannuation funds.  For ordinaryshares acquired after September 21, 1999 and held for at least 12 months, thesetaxpayers will pay tax on half of the gain (calculated in nominal terms ortwo-thirds of the gain for certain superannuation funds) after allowing for anyoffsetting capital losses which are applied against the whole nominalgain.  For ordinary shares acquiredbefore that time and held for at least 12 months, these taxpayers may choosebetween paying CGT on half of the gain (or two-thirds of the gain for certainsuperannuation funds), or paying CGT on all of the gain with the gain beingcalculated on the basis of the cost of the shares being indexed for inflationup to September 30, 1999.  For all typesof taxpayers, the legislation freezes the indexation (for inflation) of thecost of ordinary shares as at September 30, 1999, and abolishes such indexationfor ordinary shares acquired after September 21, 1999.

 

Under currentAustralian law, no income or other tax is payable on any profit on disposal ofthe ordinary shares held by persons who are residents of the United Stateswithin the meaning of the Treaty except:

 

(a)          if the person (togetherwith associates, if any) owns or owned ordinary shares at any time during theperiod of five years preceding the disposal, representing 10% or more ofthe issued share capital of Rinker (excluding share capital carrying no rightto participate beyond a specified amount in distribution of profits orcapital).  However, in thesecircumstances there may be relief from Australian tax for residents of theUnited States under the Treaty; or

 

(b)         if the ordinary shareshave been used by the person in carrying on a trade or business wholly orpartly at or through a permanent establishment in Australia.

 

Differentrules will apply to persons and corporations that are not residents of theUnited States.

 

Australia doesnot impose gift, estate or inheritance taxes in relation to gifts of shares orupon the death of a shareholder.

 

Neither theissue nor transfer of Rinker’s ordinary shares or the payment of a dividendwill give rise to a liability to goods and services tax in Australia.

 

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*Australian Stamp Duty*

 

No Australianstamp duty will be payable on the issue or the transfer of Rinker’s ordinaryshares.

 

***United States Federal income tax consequences***

 

This sectiondescribes the material United States federal income tax consequences of owningordinary shares or ADSs.  It applies onlyto holders who hold ordinary shares or ADSs as capital assets for taxpurposes.  This section does not apply toa member of a special class of holders subject to 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.

 

This sectionis based on the Internal Revenue Code of 1986, as amended, its legislativehistory, existing and proposed regulations, published rulings and courtdecisions all as currently in effect, as well as on the Treaty.  These laws are subject to change, possibly ona retroactive basis.  In addition, thissection is based in part upon the representations of the Depositary and theassumption that each obligation in the Deposit Agreement and any relatedagreement will be performed in accordance with its terms.

 

A US holder isa 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 the trust’sadministration and one or more United States persons are authorized to controlall substantial decisions of the trust.

 

US Holdersshould consult their own tax advisor regarding the United States federal,state, local and other tax consequences of owning and disposing of ordinaryshares or ADSs in their particular circumstances.

 

Thisdiscussion addresses only United States federal income taxation.

 

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In general,and taking into account the earlier assumptions, for United States federalincome and Australian tax purposes, if a Holder holds ADRs evidencing ADSs, aHolder will be treated as the owner of the shares represented by thoseADRs.  Exchanges of shares for ADRs, andADRs for shares, generally will not be subject to United States federal incomeor to Australian tax.

 

*Taxation of Dividends*

 

Under theUnited 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 to UnitedStates federal income taxation. Dividends paid to a noncorporate US holder and before January 1, 2009that constitute qualified dividend income will be taxable at a maximum tax rateof 15% provided that the US holder holds the ordinary shares or ADSs for morethan 60 days during the 121-day period beginning 60 days before the ex-dividenddate and meets other holding period requirements.  Dividends Rinker pays with respect to theordinary shares will generally be qualified dividend income.

 

A US holder mustinclude any Australian tax withheld from the dividend payment in this grossamount even though the amount withheld was not in fact received. The dividendis taxable when the dividend is actually or constructively received by the USholder in the case of ordinary shares, or by the Depositary, in the case ofADSs. The dividend will not be eligible for the dividends-received deductiongenerally allowed to United States corporations in respect of dividendsreceived from other United States corporations. The amount of the dividend distribution that must be included in incomeas a US holder will be the US dollar value of the Australian dollar paymentsmade, determined at the spot Australian dollar/US dollar rate on the date thedividend distribution is includible in income, regardless of whether thepayment is in fact converted into US dollars. Generally, any gain or lossresulting from currency exchange fluctuations during the period from the datethe dividend payment is included in income to the date the payment is convertedinto US dollars will be treated as ordinary income or loss and will not beeligible for the special tax rate applicable to qualified dividend income.  The gain or loss generally will be income orloss from sources within the United States for foreign tax credit limitationpurposes.  Distributions in excess ofcurrent and accumulated earnings and profits, as determined for United Statesfederal income tax purposes, will be treated as a non-taxable return of capitalto the extent of the basis in the ordinary shares and thereafter as capitalgain.

 

Subject togenerally applicable limitations that limit the availability of the US foreigntax credit depending on the nature of the income received by the US holder andthat particular US holder’s proportion of foreign source income to worldwideincome, the Australian tax withheld in accordance with the Treaty and paid overto Australia will generally be creditable against that holder’s United Statesfederal income tax liability.  Specialrules apply in determining the foreign tax credit limitation with respect todividends that are subject to the maximum 15% rate.

 

Dividends willbe income from sources outside the United States, but dividends paid in taxableyears beginning before January 1, 2007 generally will be “passive” or “financialservices” income and dividends paid in taxable years beginning after December31, 2006 will, depending on your circumstances, be “passive” or “general”income which, in either case, is treated separately from other types of incomefor purposes of computing the foreign tax credit allowable.

 

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.

 

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*Taxation of Capital Gains*

 

Subject to thePFIC rules discussed below, a US holder who sells or otherwise disposes ofordinary shares or ADSs will recognize capital gain or loss for United Statesfederal income tax purposes equal to the difference between the US dollar valueof the amount realized and the tax basis, determined in US dollars, in ordinaryshares or ADSs.  The capital gain of anoncorporate US holder that is recognized before January 1, 2009 is generallytaxed at a maximum rate of 15% where the holder has a holding period greaterthan one year.  The gain or loss willgenerally be income or loss from sources within the United States for foreigntax credit limitation purposes.

 

*PFIC Rules*

 

We believethat Rinker’s ordinary shares and ADSs should not be treated as stock of a PFICfor United States federal income tax purposes, but this conclusion is a factualdetermination that is made annually and thus may be subject to change.  If Rinker were to be treated as a 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 realized such gain andcertain “excess distributions” ratably over the holding period for the ordinaryshares or ADSs and would be taxed at the highest tax rate in effect for eachsuch year to which the gain was allocated, together with an interest charge inrespect of the tax attributable to each such year.  With certain exceptions, ordinary shares orADSs received by a holder will be treated as stock in a PFIC if Rinker were aPFIC at any time during the holder’s holding period in the ordinary shares orADSs.  Dividends that you receive from uswill not be eligible for the special tax rates applicable to qualified dividendincome if we are a PFIC either in the taxable year of the distribution or thepreceding taxable year, but instead will be taxable at rates applicable toordinary income.

 

If a holder owns shares or ADSsin any year that Rinker is a PFIC, the holder must file Internal RevenueService Form 8621.

 

**F.****              Dividendsand Paying Agents**

 

NotApplicable.

 

**G.****            Statementby Experts**

 

NotApplicable.

 

**H.****            Documentson Display**

 

It is possibleto read and copy documents referred to in the annual report on Form 20-F thathave been filed with the SEC at the SEC’s public reference room located at 450Fifth Street, NW, Washington DC 20549 and over the internet at the SEC’swebsite at www.sec.gov.  Please telephonethe SEC at 1-800-SEC-0330 to obtain information on the operation of the publicreference room.  Copies of thesedocuments may also be obtained from Rinker on request.

 

**I.****                 SubsidiaryInformation**

 

All controlledentities are 100% owned, unless otherwise indicated.  Rinker’s significant subsidiaries aredescribed in Note 36 to the financial statements.

 

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**J.****              Enforcementof Civil Liabilities**

 

Rinker is acorporation organized under the laws of the Commonwealth of Australia.  Some of the directors and certain of thesenior managers of Rinker, and some of the experts named in this documentreside 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**

 

The Rinkergroup is exposed to the following types of market risk:  (i) interest rates, and (ii) foreigncurrencies.

 

The Rinkergroup 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.

 

Rinker grouphas 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.

 

Rinker groupentities utilize a variety of domestic and international financial institutionsas counter parties for hedging transactions. Transaction limits based on creditratings are placed on each financial institution and reviewed regularly.  Predominantly, Rinker group entities willonly utilize counter parties with a Moody’s or Standard & Poors “A3/A -”equivalent rating or higher.  In a fewinstances where no Moody’s or Standard & Poors rating is available,management may assign a small limit based on alternative arrangements.

 

It ismanagement’s opinion that Rinker group entities in the past year have notengaged in any financial transactions of a trading or speculative nature.

 

**InterestRate Sensitivity and Risk Management**

 

Interest rateexposure is managed with an objective of reducing year-to-year volatility ininterest 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.

 

As at March31, 2005 approximately 98 percent of the Rinker group’s gross debt is US dollardenominated.  For the year ended March31, 2005, the proportion of the Rinker group’s gross interest rate exposurethat was subject to fixed interest rates averaged 97 percent.  It is estimated that a hypothetical 100 basispoint movement in interest rates would have an US$0.2 million impact on the Rinkergroup’s net profit, based on average debt levels.

 

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Specificinformation concerning interest rate exposure and financial instruments used tolimit that exposure is disclosed in Note 21 and 28 of the financial statements.

 

**ForeignExchange Sensitivity and Risk Management**

 

As RinkerMaterials 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 Australiandollar.  To a lesser extent, for USdollar reporting purposes, the opposite impact occurs when Readymix Australianresults are translated 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$0.77 per A$1.00, whichapproximates the exchange rate at March 31, 2005) would result in anapproximate US$1.6 million change in the Rinker group’s reported US$ netprofit.  Larger movements are anextrapolation of this amount.

 

Specificinformation concerning the currency exposure and financial instruments used tolimit that exposure is reviewed in Note 28 of the financial statements.

 

**Item 12****                               Descriptionof Securities Other Than Equity Securities**

 

Notapplicable.

 

**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**

 

Evaluation of Disclosure Controls and Procedures

 

We maintain asystem of controls and procedures designed to ensure that information requiredto be disclosed in reports we file with the SEC is recorded, processed,summarized and reported within the time periods specified by the SEC’s rulesand forms.  These disclosure controls andprocedures include, without limitation, controls and procedures designed toensure that information is accumulated and communicated to our management,including our Chief Executive Officer and Chief Financial Officer, to allowtimely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with theparticipation of other management officials, evaluated the effectiveness of thedesign and operation of the disclosure controls and procedures as of March 31,2005.  Based upon that

 

152

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evaluation, our Chief ExecutiveOfficer and Chief Financial Officer concluded that our disclosure controls andprocedures are effective in timely alerting them to material informationrequired to be included in our periodic SEC filings.

 

Management’s Report on Internal Control over Financial Reporting

 

Our managementis responsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined under the U.S. Securities ExchangeAct of 1934 (the “Exchange Act”) in Rule 13a-15(f). Under the supervision andwith the participation of our management, including our Chief Executive Officerand Chief Financial Officer, we conducted an evaluation of the effectiveness ofour internal control over financial reporting using the criteria set forth in InternalControl - Integrated Framework, issued by the Committee of SponsoringOrganizations of the Treadway Commission (“COSO Framework”) and also thestandards of the Public Company Accounting Oversight Board.

 

In the opinionof management, the overall system of internal accounting control providesreasonable assurance that the assets of Rinker group entities are safeguardedand that transactions are executed in accordance with management’sauthorization and are properly recorded for the preparation of financialstatements.  In addition, management believes the overall system ofinternal accounting control provides reasonable assurance that material errorsor irregularities would be prevented or detected on a timely basis by employeesin the normal course of their duties.

 

The system ofinternal accounting control is supported by written policies and guidelines,the selection and training of qualified employees, an organizational structurethat provides an appropriate division of responsibility, regular reviews of ourfinancial statements by qualified individuals, and a program of internalaudits.  Rinker’s written policies include a Code of Business Ethics,which is communicated throughout the company. Compliance with the Code of Business Ethics is confirmed annually byover 3,000 middle ranking and senior employees.

 

Based on ourevaluation under the COSO Framework, our management concluded that our internalcontrol over financial reporting was effective as of March 31, 2005.

 

Our management’sassessment of the effectiveness of our internal control over financialreporting as of March 31, 2005 has been audited by Deloitte Touche Tohmatsu, anindependent registered public accounting firm, as stated in their report whichis shown at page F-3 and is included elsewhere in this annual report on Form20-F.

 

Changes in Internal Control over Financial Reporting

 

During theperiod covered by this report, we have not made any change to our internalcontrol over financial reporting, as defined in Rule 13a-15(f) under theExchange Act, that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.

 

**Item 16****                               Othermatters**

 

**A.****            AuditCommittee Financial Expert**

 

The board hasdetermined that John Ingram is an “audit committee financial expert” and isindependent 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 committee members.  He is not acting as an auditor or anaccountant, does not perform “field work” and is not a full-time employee.  The SEC has determined that an auditcommittee member who is designated as an audit committee financial expert willnot be deemed to be an

 

153

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“expert” for any purpose as aresult of being 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 providesthat these are the responsibility of management and the external auditors.

 

**B.****            Code of Ethics**

 

Our ChiefExecutive Officer, Chief Financial Officer, and other senior executives andprincipal accounting officers are bound to adhere to the company’s code ofethics, which applies to all employees in Rinker Group companies.

 

A copy of theCode of Business Ethics is included as Exhibit 11.1 filed as part of Rinker’sannual report on Form 20-F for fiscal year 2004 and is available atwww.rinkergroup.com in the Corporate Governance section.

 

**C.****            PrincipalAccountant Fees and Services**

 

During thefiscal years 2005 and 2004, Deloitte Touche Tohmatsu has acted as the Rinkergroup’s independent registered public accounting firm.

 

DeloitteTouche Tohmatsu’s fees have been as follows:

 
| **Thousands of dollars  Year ended March 31** | ** ** | **US$  2005** | ** ** | **US$  2004** | ** ** |
|-----------------------------------------------|------------|---------------|------------|---------------|------------|
| Auditors’ remuneration                   |       |          |       |          |       |
| Audit fees (1)                                |       |          |       |          |       |
| In Australia                                  |       | 697           |       | 527           |       |
| Outside of Australia                          |       | 1,245         |       | 715           |       |
|                                          |       | 1,942         |       | 1,242         |       |
| Audit-related fees (2)                        |       |          |       |          |       |
| In Australia                                  |       | 4             |       | 21            |       |
| Outside of Australia                          |       | 72            |       | 107           |       |
|                                          |       | 76            |       | 128           |       |
|                                          |       |          |       |          |       |
| Tax fees (3)                                  |       |          |       |          |       |
| In Australia                                  |       | —        |       | —        |       |
| Outside of Australia                          |       | 122           |       | 72            |       |
|                                          |       | 122           |       | 72            |       |
| **Total auditors’ remuneration**         | ** ** | **2,140**     | ** ** | **1,442**     | ** ** |

 

----

(1) Feesrelated to the audit of the financial report of the Parent entity (includingconsolidated entity) and controlled entities, statutory and other audits ofsubsidiary companies where required, the half year review and for the firsttime in fiscal 2005 the attestation of internal control over financialreporting as required by Sarbanes-Oxley Section 404.

 

154

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(2) Fees forthe audit of superannuation funds, the audit of bonus payments and other reviewprocedures.

 

(3) Taxationstrategy and compliance includes fees for regular tax compliance services.

 

**Preapproval for non-audit services**

 

Prior to theengagement of Deloitte Touche Tohmatsu each year, the engagement is approved bythe Board Audit Committee and by vote of shareholders at the Annual GeneralMeeting.  The Board Audit Committee hasestablished a policy by which either the committee or a delegate body approvesin advance all services, including non-audit services, to be performed by theindependent registered public accounting firm. The approval process requires full disclosure of the objectives andscope of services to be performed, including the fee structure.  The committee reviews all approved servicesand fees at subsequent meetings.  During fiscalyear 2005, all services provided by Deloitte Touche Tohmatsu were approved bythe committee.

 

**D.****            Exemptionsfrom the Listing Standards for Audit Committee**

 

Notapplicable.

 

155

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**E.****              Purchaseof Equity Securities by the Issuer and Affiliated Purchasers**

 
| **Period (identify  beginning and  ending dates)** | ** ** | **(a) Total Number of  Shares (or Units)  Purchased** | ** ** | **(b) Average Price  Paid per Share (or  Units)** | ** ** | **(c) Total Number of  Shares (or Units)  Purchased as Part of  Publicly Announced  Plans or Programs** | ** ** | **(d) Maximum  Number (or  Approximate Dollar  Value) of Shares (or  Units) that May Yet  Be Purchased Under  the Plans or  Programs** | ** ** |
|----------------------------------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------|------------|
| April 1 to April 30, 2004                          |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 99,499,449                                                                                                                             |       |
| May 1 to May 31, 2004                              |       | 500,000                                               |       | A$                                                | 7.58       |                                                                                                    | 500,000    |                                                                                                                                   | 98,999,449 |   |
| June 1 to June 30, 2004                            |       | 2,054,929                                             |       | A$                                                | 7.68       |                                                                                                    | 2,054,929  |                                                                                                                                   | 96,944,520 |   |
| July 1 to July 31, 2004                            |       | 1,445,099                                             |       | A$                                                | 8.14       |                                                                                                    | 1,445,099  |                                                                                                                                   | 95,499,421 |   |
| August 1 to August 31, 2004                        |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| September 1 to September 30, 2004                  |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| October 1 to October 31, 2004                      |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| November 1 to November 30, 2004                    |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| December 1 to December 31, 2004                    |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| January 1 to January 31, 2005                      |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| February 1 to February 28, 2005                    |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| March 1 to March 31, 2005                          |       | 0                                                     |       | N/A                                               |       | 0                                                                                                       |       | 95,499,421                                                                                                                             |       |
| Total                                              |       | 4,000,028                                             |       | A$                                                | 7.83       |                                                                                                    | 4,000,028  |                                                                                                                                   | 95,499,421 |   |

 

156

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**PART IV**

 

**Item 17****                               FinancialStatements**

 

Refer to Item18.

 

**Item 18****                               FinancialStatements**

 

*Consolidated Financial Statements of Rinker Group Limited and itscontrolled entities as of March 31, 2005 and 2004 and for each of the threeyears in the period ended March 31, 2005*

 

The attachedfinancial statements on pages F-1 to F-91, with a full index on page F-1,together with the Report of Independent Registered Public Accounting Firmthereon, are filed as part of this annual report.

 
| Report of Independent Registered Public  Accounting Firm         | F-2  |
|------------------------------------------------------------------|------|
| Consolidated statement of financial performance                  | F-4  |
| Consolidated statement of financial  position                    | F-5  |
| Consolidated statements of cash flows                            | F-6  |
| Consolidated statements of changes in  shareholders’ equity | F-7  |
| Notes to consolidated financial statements                       | F-14 |

 

157

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**EXHIBITS**

 

Exhibit 1 – Constitution ofRinker

 

1.1                       Constitutionof Rinker Group Limited, effective March 28, 2003. *

 

Exhibit 2 – InstrumentsDefining the Rights of Securities Holders

 

2.1.1               Indenture dated asof April 1, 2003, among Rinker Materials Corporation, Rinker Group Limited andBank One, N.A., as trustee (including form of Notes). *

 

2.2.1               SupplementalIndenture, dated as of January 29, 2003, among Rinker Materials Corporation,CSR Limited, Rinker Group Limited and Bank One, N.A., as trustee. *

 

2.2.2               Indenture, dated asof July 21, 1995, among Rinker Materials Corporation, CSR Limited and Bank One,N.A., as trustee (including form of Notes). *

 

2.3.1               First SupplementalIndenture, dated as of February 20, 2003, among Rinker Materials Corporation,CSR Limited, Rinker Group Limited and Bank One, N.A., as trustee. *

 

2.3.2               Second SupplementalIndenture, dated as of March 19, 2003, among Rinker Materials Corporation, CSRLimited, Rinker Group Limited and Bank One, N.A., as trustee. *

 

2.3.3               Indenture, dated asof March 1, 1994, among Rinker Materials Corporation, CSR Limited and Bank One,N.A., as trustee (including form of Notes). *

 

Copies of anyinstrument relating to long-term debt of Rinker Group Limited which does notexceed 10% of the total consolidated assets of Rinker Group Limited will befurnished to the SEC upon request.

 

**Exhibit 4 –Material Contracts**

 

4.1                       DemergerDeed, dated March 27, 2003. *

 

4.2                       Bondguarantee Indemnity Deed between Rinker Group Limited and CSR Limited, datedMarch 27, 2003. *

 

4.3                       TransitionalServices Agreement between Rinker Group Limited and CSR Limited dated March 27,2003. *

 

4.4                       Othermaterial contracts

 

4.4.1               EmploymentContracts

 

4.4.1.1               Employmentagreement dated April 1, 2003 between David Clarke and Rinker MaterialsCorporation. *

 

4.4.1.2               Employmentagreement dated August 1, 2001 between Karl Watson, Sr. and Rinker MaterialsCorporation. *

 

4.4.1.3               Employmentagreement dated April 1, 2003 between Tom Burmeister and Rinker MaterialsCorporation.*

 

----

*              Incorporated byreference to the corresponding exhibit to Rinker’s registration statement onForm 20-F, filed September 26, 2003.

 

158

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4.4.1.4               [Intentionally leftblank]

 

4.4.1.5               Employmentagreement dated August 1, 2001 between Sharon DeHayes and Rinker MaterialsCorporation. *  Further agreement datedApril 19, 2004.**

 

4.4.1.6               Employmentagreement dated April 1, 2003 between David Berger and Rinker Materials Corporation.*

 

4.4.1.7               Employmentagreement dated August 1, 2001 between Karl Watson, Jr., and Rinker MaterialsCorporation. *  Further agreement datedJune 1, 2004.**

 

4.4.1.8               Employmentagreement dated April 1, 2003 between Duncan Gage and Rinker Materials Corporation.**

 

4.4.1.9               Employmentagreement dated April 1, 2003 between Ira Fialkow and Rinker MaterialsCorporation.**

 

4.4.1.10         Synopsis of terms ofemployment of Peter Abraham.**

 

4.4.1.11         Synopsis of terms ofemployment of Debra Stirling.**

 

4.4.1.12         Rinker Group LimitedPerformance Share Plan Rules

 

**Exhibit 8 –Significant Subsidiaries**

 

8.1                       Entitiesconsolidated 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 section302 certifications

 

**Exhibit 13**

 

13.1                 CEO and CFOsection 906 certifications

 

**Exhibit 14– Other Exhibits**

 

14.1                 Consent ofDeloitte Touche Tohmatsu

 

----

*              Incorporated byreference to the corresponding exhibit to Rinker’s registration statement onForm 20-F, filed September 26, 2003.

 

**           Incorporated byreference to the corresponding exhibit to Rinker’s annual report on Form 20-Ffor its year ended March 31, 2004, filed June18, 2004.

159

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**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: May  23, 2005 |                  | Managing Director |   |

 

160

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**Financial Report**

 

for the year ended March 31, 2005

 
| **Reports  of Independent Registered Public Accounting Firm**       | **F-2**                                                                          |
|---------------------------------------------------------------------|----------------------------------------------------------------------------------|
|                                                                |                                                                             |
| **Consolidated  Statement of Financial Performance**                | **F-4**                                                                          |
| ** **                                                          | ** **                                                                       |
| **Consolidated  Statement of Financial Position**                   | **F-5**                                                                          |
| ** **                                                          | ** **                                                                       |
| **Consolidated  Statement of Cash Flows**                           | **F-6**                                                                          |
| ** **                                                          | ** **                                                                       |
| **Consolidated  Statement of Changes in Shareholders’ Equity** | **F-7**                                                                          |
| ** **                                                          | ** **                                                                       |
| **Significant Accounting  Policies**                                | **F-8 to F-13**                                                                  |
| ** **                                                          |                                                                             |
| **Notes to  the Consolidated Financial Statements**                 | ** **                                                                       |
| 1                                                                   | Segment information                                                              | F-14 to F-17 |
| 2                                                                   | Other revenue and  expenses from ordinary activities                             | F-18 |
| 3                                                                   | Significant Items                                                                | F-18 |
| 4                                                                   | Operating costs                                                                  | F-18 |
| 5                                                                   | Interest income                                                                  | F-18 |
| 6                                                                   | Net finance expense                                                              | F-19 |
| 7                                                                   | Depreciation,  depletion and amortisation                                        | F-19 |
| 8                                                                   | Dividends                                                                        | F-19 |
| 9                                                                   | Income tax expense                                                               | F-20 to F-21 |
| 10                                                                  | Cash                                                                             | F-22 |
| 11                                                                  | Receivables                                                                      | F-22 |
| 12                                                                  | Inventories                                                                      | F-23 |
| 13                                                                  | Investments  accounted for using the equity method                               | F-23 |
| 14                                                                  | Other financial  assets                                                          | F-23 |
| 15                                                                  | Property, plant  and equipment                                                   | F-24 |
| 16                                                                  | Movements in  property, plant and equipment                                      | F-24 |
| 17                                                                  | Intangibles                                                                      | F-25 |
| 18                                                                  | Other assets                                                                     | F-25 |
| 19                                                                  | Current payables                                                                 | F-25 |
| 20                                                                  | Interest-bearing  liabilities                                                    | F-26 |
| 21                                                                  | Credit facilities  and maturity profile                                          | F-27 to F-28 |
| 22                                                                  | Provisions                                                                       | F-29 to F-30 |
| 23                                                                  | Contributed  equity                                                              | F-31 |
| 24                                                                  | Reserves                                                                         | F-31 |
| 25                                                                  | Outside equity  interests in controlled entities                                 | F-32 |
| 26                                                                  | Directors’ and  executives’ remuneration                               | F-32 to F-35 |
| 27                                                                  | Auditors’  remuneration                                                     | F-36 |
| 28                                                                  | Financial  instruments                                                           | F-36 to F-39 |
| 29                                                                  | Contracted  capital expenditure                                                  | F-40 |
| 30                                                                  | Contracted  operating lease and hire expenditure                                 | F-40 |
| 31                                                                  | Non-cash  financing and investing activities                                     | F-41 |
| 32                                                                  | Related party  information                                                       | F-41 to F-44 |
| 33                                                                  | Superannuation  commitments                                                      | F-44 to F-45 |
| 34                                                                  | Equity accounting  information                                                   | F-46 |
| 35                                                                  | Acquisitions and  disposals of controlled entities and businesses                | F-47 |
| 36                                                                  | Particulars  relating to entities combined in the economic entity                | F-48 |
| 37                                                                  | Contingent  liabilities                                                          | F-49 |
| 38                                                                  | Subsequent Events                                                                | F-49 |
| 39                                                                  | Impact of  Australian Equivalents to International Financial Reporting Standards | F-50 to F-51 |
| 40                                                                  | United States  Generally Accepted Accounting Principles (US GAAP) information    | F-52 to F-64 |
| 41                                                                  | Consolidating  financial information                                             | F-65 to F-91 |

 

F-1

----

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Rinker Group Limited

 

We have audited the accompanying consolidated statement of financialposition of Rinker Group Limited (a company incorporated in New South Wales,Australia) and its controlled entities (the ‘Company’) as at March 31,2005 and 2004 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, 2005 (all expressed in United States andAustralian dollars).  These financialstatements are the responsibility of the Company’s management.  Our responsibility is to express an opinionon the financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States).  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements.  An audit also includes assessing theaccounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation.  We believe that our audits provide areasonable basis for our opinion.

 

 In our opinion, suchconsolidated financial statements present fairly, in all material respects, theconsolidated financial position of Rinker Group Limited and its controlled entitiesas at March 31, 2005 and 2004, and the consolidated results of itsoperations and its cash flows for each of the three years in the period ended March 31,2005, in conformity with accounting principles generally accepted in Australia.

 

Accounting principles generally accepted in Australia vary in certainsignificant respects from accounting principles generally accepted in theUnited States of America.  Informationrelating to the nature and effect of such differences is presented in Note 40to the consolidated financial statements.

 

We have also audited, in accordance with the standards of the PublicCompany Accounting Oversight Board (United States), the effectiveness of theCompany’s internal control over financial reporting as of March 31, 2005,based on the criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commissionand our report dated May 23, 2005 expressed an unqualified opinion onmanagement’s assessment of the effectiveness of the Company’s internal controlover financial reporting and an unqualified opinion on the effectiveness of theCompany’s internal control over financial reporting.

 
| /s/ Deloitte Touche Tohmatsu                                                             |   |
|------------------------------------------------------------------------------------------|--------|
|                                                                                     |
|                                                                                     |
| Deloitte Touche Tohmatsu                                                                 |
| Chartered Accountants                                                                    |
|                                                                                     |
| Sydney, Australia                                                                        |
|                                                                                     |
| May 12, 2005 except for Notes 40 and 41, as to which the date is  May 23, 2005 |

 

F-2

----

 

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Rinker Group Limited:

 

We have audited management’s assessment, included in the accompanyingManagement’s Report on Internal Controls over Financial Reporting, that RinkerGroup Limited (a company incorporated in New South Wales, Australia) and itscontrolled entities (the ‘Company’) maintained effective internal control over financial reporting as of March 31,2005, based on criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the TreadwayCommission.  The Company’s management isresponsible for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financialreporting.  Our responsibility is to expressan opinion on management’s assessment and an opinion on the effectiveness ofthe Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the PublicCompany Accounting Oversight Board (United States).  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether effectiveinternal control over financial reporting was maintained in all materialrespects.  Our audit included obtainingan understanding of internal control over financial reporting, evaluatingmanagement’s assessment, testing and evaluating the design and operatingeffectiveness of internal control, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a processdesigned by, or under the supervision of, the company’s principal executive andprincipal financial officers, or persons performing similar functions, andeffected by the company’s board of directors, management, and other personnelto provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles.  A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Because of the inherent limitations of internal control over financialreporting, including the possibility of collusion or improper managementoverride of controls, material misstatements due to error or fraud may not beprevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internalcontrol over financial reporting to future periods are subject to the risk thatthe controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, management’s assessment that the Company maintainedeffective internal control over financial reporting as of March 31, 2005,is fairly stated, in all material respects, based on the criteria establishedin Internal Control—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of March 31, 2005,based on the criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the PublicCompany Accounting Oversight Board (United States), the consolidated financialstatements of the Company as of and for the year ended March 31, 2005 andour report dated May 12, 2005, except for Notes 40 and 41, as to which thedate is May 23, 2005, expressed an unqualified opinion on those financialstatements and included an explanatory paragraph regarding differences betweenaccounting principles generally accepted in Australia and accounting principlesgenerally accepted in the United States of America.

 
| /s/ Deloitte Touche Tohmatsu |   |
|------------------------------|--------|
|                         |
|                         |
| Deloitte Touche Tohmatsu     |
| Chartered Accountants        |
|                         |
| Sydney, Australia            |
|                         |
| May 23, 2005            |

 

F-3

----

 

RINKER GROUP LIMITED AND ITSCONTROLLED ENTITIES

 

**CONSOLIDATED STATEMENT OF FINANCIALPERFORMANCE**

 
| **YEAR ENDED MARCH 31**                                                                                                         | ** ** | **NOTE**   | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** **    | **US$ MILLION  2003** | ** ** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|----------------------------|------------|----------------------------|---------------|----------------------------|------------|------------|---------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                                                                                                                 |       |       |       |                       |       |                       |          |                       |       |       |                      |       |                      |       |                      |       |
| Trading revenue -  sale of goods                                                                                                     | ** ** | ** ** |       | **4,312.4**                | ** ** | 3,706.2                    |          | 2,955.5                    |       |       | **5,843.0**               | ** ** | 5,339.5                   |       | 5,231.7                   |       |
| Cost of sales                                                                                                                        | ** ** | ** ** |       | **(2,405.0**               | **)**      | (2,158.4                   | )             | (1,766.0                   | )          |       | **(3,260.1**              | **)**      | (3,110.0                  | )          | (3,125.5                  | )          |
| Warehouse and  distribution costs                                                                                                    | ** ** | ** ** |       | **(824.7**                 | **)**      | (690.8                     | )             | (526.9                     | )          |       | **(1,117.1**              | **)**      | (994.1                    | )          | (932.2                    | )          |
| Selling, general  and administrative costs                                                                                           | ** ** | ** ** |       | **(406.8**                 | **)**      | (367.8                     | )             | (303.4                     | )          |       | **(550.5**                | **)**      | (528.6                    | )          | (537.4                    | )          |
| Share of profits  from associate entities                                                                                            | ** ** | ** ** |       | **31.4**                   | ** ** | 15.0                       |          | 13.7                       |       |       | **42.7**                  | ** ** | 22.0                      |       | 24.3                      |       |
| Operating profit                                                                                                                     | ** ** | ** ** |       | **707.3**                  | ** ** | 504.2                      |          | 372.9                      |       |       | **958.0**                 | ** ** | 728.8                     |       | 660.9                     |       |
| Other revenue  from ordinary activities                                                                                              |       | 2          | ** ** | **126.1**                  | ** ** | 31.8                       |          | 73.6                       |       |       | **162.3**                 | ** ** | 45.0                      |       | 129.9                     |       |
| Other expenses  from ordinary activities                                                                                             |       | 2          | ** ** | **(126.7**                 | **)**      | (43.3                      | )             | (52.7                      | )          |       | **(163.2**                | **)**      | (60.5                     | )          | (92.7                     | )          |
| Profit from  ordinary activities before finance and income tax expense                                                               | ** ** | ** ** |       | **706.7**                  | ** ** | 492.7                      |          | 393.8                      |       |       | **957.1**                 | ** ** | 713.3                     |       | 698.1                     |       |
| Interest income                                                                                                                      |       | 5          | ** ** | **19.5**                   | ** ** | 11.7                       |          | 0.3                        |       |       | **26.1**                  | ** ** | 16.4                      |       | 0.6                       |       |
| Borrowing costs                                                                                                                      |       | 6          | ** ** | **(51.8**                  | **)**      | (58.9                      | )             | (59.3                      | )          |       | **(70.2**                 | **)**      | (85.2                     | )          | (104.9                    | )          |
| **Profit  from ordinary activities before income tax expense**                                                                       | ** ** | ** ** |       | **674.4**                  | ** ** | 445.5                      |          | 334.8                      |       |       | **913.0**                 | ** ** | 644.5                     |       | 593.8                     |       |
| Income tax  expense relating to ordinary activities                                                                                  |       | 9          | ** ** | **(236.8**                 | **)**      | (148.8                     | )             | (116.8                     | )          |       | **(321.0**                | **)**      | (216.2                    | )          | (208.1                    | )          |
| **Net  profit**                                                                                                                      | ** ** | ** ** |       | **437.6**                  | ** ** | 296.7                      |          | 218.0                      |       |       | **592.0**                 | ** ** | 428.3                     |       | 385.7                     |       |
| Net profit  attributable to outside equity interests                                                                                 | ** ** | ** ** |       | **(5.0**                   | **)**      | (1.1                       | )             | (2.3                       | )          |       | **(6.8**                  | **)**      | (1.5                      | )          | (4.1                      | )          |
| **Net  profit attributable to members of Rinker Group Limited**                                                                      | ** ** | ** ** |       | **432.6**                  | ** ** | 295.6                      |          | 215.7                      |       |       | **585.2**                 | ** ** | 426.8                     |       | 381.6                     |       |
| Increase (decrease)  in foreign currency translation reserve arising on translation of self-sustaining  foreign operations           |       | 24         | ** ** | **31.0**                   | ** ** | 190.6                      |          | 43.6                       |       |       | **(39.6**                 | **)**      | (410.2                    | )          | (245.7                    | )          |
| 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** | ** ** | ** ** |       | **31.0**                   | ** ** | 189.6                      |          | 43.6                       |       |       | **(39.6**                 | **)**      | (411.8                    | )          | (245.7                    | )          |
| **Total  changes in equity other than those resulting from transactions with owners as  owners**                                     | ** ** | ** ** |       | **463.6**                  | ** ** | 485.2                      |          | 259.3                      |       |       | **545.6**                 | ** ** | 15.0                      |       | 135.9                     |       |
| ** **                                                                                                                           | ** ** | ** ** |       | ** **                 | ** ** |                       |          |                       |       |       | ** **                | ** ** |                      |       |                      |       |
| ** **                                                                                                                           | ** ** | ** ** | ** ** | **(dollars)**              | ** ** | ** **                 | **(dollars)** | ** **                 |
|                                                                                                                                 |       |       |       |                       | ** ** |                       |          |                       |       |       |                      | ** ** |                      |       |                      |       |
| **Basic  and diluted earnings, dollars per share based on net profit attributable to  members of Rinker Group Limited(a)**           | ** ** | ** ** |       | **0.46**                   | ** ** | 0.31                       |          | 0.23                       |       |       | **0.62**                  | ** ** | 0.45                      |       | 0.40                      |       |
|                                                                                                                                 |       |       |       |                       | ** ** |                       |          |                       |       |       |                      | ** ** |                      |       |                      |       |
| ** **                                                                                                                           |       |       |       | ** **                 |       |                       |          |                       |       |       | ** **                |       |                      |       |                      |       |
| **Weighted average number of shares outstanding**                                                                                    |       |       |       | **942,135,211**            |       | 944,860,494                |          | 944,669,796                |       |       | **942,135,211**           |       | 944,860,494               |       | 944,669,796               |       |
|                                                                                                                                 |       |       |       |                       | ** ** |                       |          |                       |       |       |                      | ** ** |                      |       |                      |       |
|                                                                                                                                 | ** ** | ** ** |       | ** **                 | ** ** |                       |          |                       |       |       | ** **                | ** ** |                      |       |                      |       |
| Exchange rate  (A$=US$)                                                                                                              | ** ** | ** ** |       | **0.7393**                 | ** ** | 0.6897                     |          | 0.5654                     |       |       | **0.7393**                | ** ** | 0.6897                    |       | 0.5654                    |       |

 

----

(a)          Calculation based on 942.1 million shares infiscal year 2005, 944.9 million shares in fiscal year 2004, and 944.7 millionshares in fiscal year 2003 (includes shares issued as a result of demerger fromCSR).

 

Notes to the consolidated financial statements are annexed.

 

F-4

----

 

**CONSOLIDATED STATEMENT OF FINANCIAL POSITION**

 
| **AS AT MARCH 31**                                     | ** ** | **NOTE**   | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **A$ MILLION  2005** | ** **  | **A$ MILLION  2004** | ** ** |
|-------------------------------------------------------------|------------|------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|-------------|---------------------------|------------|
| ** **                                                  | ** ** | ** ** | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                | ** **  | ** **                | ** ** |
| **CURRENT ASSETS**                                          |       |       |       |                       |       |                       |       |                      |        |                      |       |   |
| Cash assets                                                 |       | 10         | ** ** | **588.2**                  |       | 328.5                      | ** ** | ** **                | **762.6**   | ** **                | 435.1      |   |
| Receivables                                                 |       | 11         | ** ** | **590.3**                  |       | 538.5                      | ** ** | ** **                | **765.3**   | ** **                | 713.2      |   |
| Inventories                                                 |       | 12         | ** ** | **300.9**                  |       | 263.9                      | ** ** | ** **                | **390.2**   | ** **                | 349.5      |   |
| Other current assets                                        |       | 18         | ** ** | **23.6**                   |       | 54.8                       | ** ** | ** **                | **30.5**    | ** **                | 72.5       |   |
| **Current assets**                                          | ** ** | ** ** |       | **1,503.0**                |       | 1,185.7                    | ** ** | ** **                | **1,948.6** | ** **                | 1,570.3    |   |
|                                                        |       |       |       |                       |       |                       |       |                      |        | ** **                |       |   |
| **NON-CURRENT ASSETS**                                      |       |       |       |                       |       |                       |       |                      |        | ** **                |       |   |
| Receivables                                                 |       | 11         | ** ** | **81.4**                   |       | 89.8                       | ** ** | ** **                | **105.6**   | ** **                | 119.0      |   |
| Inventories                                                 |       | 12         | ** ** | **51.3**                   |       | 42.1                       | ** ** | ** **                | **66.5**    | ** **                | 55.7       |   |
| Investments accounted for using the equity  method          |       | 13         | ** ** | **162.5**                  |       | 143.4                      | ** ** | ** **                | **210.7**   | ** **                | 189.9      |   |
| Other financial assets                                      |       | 14         | ** ** | **22.5**                   |       | 13.5                       | ** ** | ** **                | **29.2**    | ** **                | 17.8       |   |
| Property, plant and equipment                               |       | 15         | ** ** | **1,758.3**                |       | 1,715.7                    | ** ** | ** **                | **2,279.7** | ** **                | 2,271.8    |   |
| Intangibles                                                 |       | 17         | ** ** | **761.8**                  |       | 838.8                      | ** ** | ** **                | **987.7**   | ** **                | 1,110.7    |   |
| Deferred income tax assets                                  |       | 9          | ** ** | **75.7**                   |       | 60.2                       | ** ** | ** **                | **98.1**    | ** **                | 79.7       |   |
| Other non-current assets                                    |       | 18         | ** ** | **43.9**                   |       | 40.8                       | ** ** | ** **                | **56.9**    | ** **                | 54.0       |   |
| **Non-current assets**                                      | ** ** | ** ** |       | **2,957.4**                |       | 2,944.3                    | ** ** | ** **                | **3,834.4** | ** **                | 3,898.6    |   |
| **Total assets**                                            | ** ** | ** ** |       | **4,460.4**                |       | 4,130.0                    | ** ** | ** **                | **5,783.0** | ** **                | 5,468.9    |   |
| ** **                                                  | ** ** | ** ** | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                | ** **  | ** **                | ** ** | ** ** |
| **CURRENT LIABILITIES**                                     | ** ** | ** ** | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                | ** **  | ** **                | ** ** | ** ** |
| Payables                                                    |       | 19         | ** ** | **494.7**                  |       | 459.8                      | ** ** | ** **                | **641.4**   | ** **                | 608.9      |   |
| Interest-bearing liabilities                                |       | 20         | ** ** | **257.1**                  |       | 17.4                       | ** ** | ** **                | **333.3**   | ** **                | 23.0       |   |
| Income tax liabilities                                      | ** ** | ** ** |       | **26.7**                   |       | 57.7                       | ** ** | ** **                | **34.6**    | ** **                | 76.4       |   |
| Provisions                                                  |       | 22         | ** ** | **72.6**                   |       | 88.9                       | ** ** | ** **                | **94.2**    | ** **                | 117.8      |   |
| **Current liabilities**                                     | ** ** | ** ** |       | **851.1**                  |       | 623.8                      | ** ** | ** **                | **1,103.5** | ** **                | 826.1      |   |
|                                                        |       |       |       |                       |       |                       |       |                      |        | ** **                |       |   |
| **NON-CURRENT LIABILITIES**                                 |       |       |       |                       |       |                       |       |                      |        | ** **                |       |   |
| Payables                                                    | ** ** | ** ** |       | **46.7**                   |       | 19.4                       | ** ** | ** **                | **60.5**    | ** **                | 25.7       |   |
| Interest-bearing liabilities                                |       | 20         | ** ** | **610.9**                  |       | 912.4                      | ** ** | ** **                | **792.1**   | ** **                | 1,208.2    |   |
| Deferred income tax liabilities                             |       | 9          | ** ** | **246.3**                  |       | 222.8                      | ** ** | ** **                | **319.4**   | ** **                | 295.1      |   |
| Provisions                                                  |       | 22         | ** ** | **85.6**                   |       | 71.0                       | ** ** | ** **                | **110.9**   | ** **                | 94.0       |   |
| **Non-current liabilities**                                 | ** ** | ** ** |       | **989.5**                  |       | 1,225.6                    | ** ** | ** **                | **1,282.9** | ** **                | 1,623.0    |   |
| **Total liabilities**                                       | ** ** | ** ** |       | **1,840.6**                |       | 1,849.4                    | ** ** | ** **                | **2,386.4** | ** **                | 2,449.1    |   |
| **Net assets**                                              | ** ** | ** ** |       | **2,619.8**                |       | 2,280.6                    | ** ** | ** **                | **3,396.6** | ** **                | 3,019.8    |   |
|                                                        |       |       |       |                       |       |                       |       |                      |        | ** **                |       |   |
| **EQUITY**                                                  |       |       |       |                       |       |                       |       |                      |        | ** **                |       |   |
| Contributed equity                                          |       | 23         | ** ** | **1,475.9**                |       | 1,497.1                    | ** ** | ** **                | **2,255.8** | ** **                | 2,286.2    |   |
| Reserves                                                    |       | 24         | ** ** | **227.6**                  |       | 196.6                      | ** ** | ** **                | **(336.3**  | **)**                     | (304.3     | ) |
| Retained profits                                            | ** ** | ** ** |       | **909.0**                  |       | 582.0                      | ** ** | ** **                | **1,467.6** | ** **                | 1,031.4    |   |
| **Equity attributable to members of Rinker  Group Limited** | ** ** | ** ** |       | **2,612.5**                |       | 2,275.7                    | ** ** | ** **                | **3,387.1** | ** **                | 3,013.3    |   |
| Outside equity interests in controlled  entities            |       | 25         | ** ** | **7.3**                    |       | 4.9                        | ** ** | ** **                | **9.5**     | ** **                | 6.5        |   |
| **Total equity**                                            | ** ** | ** ** |       | **2,619.8**                |       | 2,280.6                    | ** ** | ** **                | **3,396.6** | ** **                | 3,019.8    |   |

 
| Exchange rate (A$=US$) |   | ** ** |   | **0.7713** |   | 0.7552 | ** ** | **0.7713** |   | 0.7552 |   |
|------------------------|--------|------------|--------|------------|--------|--------|------------|------------|--------|--------|--------|

 

Notesto the consolidated financial statements are annexed.

 

F-5

----

 

**CONSOLIDATED STATEMENT OF CASH FLOWS**

 
| **YEAR ENDED MARCH 31**                                                                                             | ** ** | **NOTE**   | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **US$ MILLION  2003** | ** ** | **A$ MILLION  2005** | ** **   | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|--------------|---------------------------|------------|---------------------------|------------|
|                                                                                                                     |       |       |       |                       |       |                       |       |                       |       |                      |         |                      |       |                      |       |
| **CASH  FLOWS FROM OPERATING ACTIVITIES**                                                                                |       |       |       |                       |       |                       |       |                       |       |                      |         |                      |       |                      |       |   |
| Receipts from  customers                                                                                                 | ** ** | ** ** |       | **4,491.9**                | ** ** | 3,857.2                    |       | 3,032.9                    |       |                      | **6,080.2**  | ** **                | 5,542.8    |                      | 5,364.8    |   |
| Payments to  suppliers and employees                                                                                     | ** ** | ** ** |       | **(3,635.7**               | **)**      | (3,102.7                   | )          | (2,439.3                   | )          |                      | **(4,930.1** | **)**                     | (4,472.9   | )                         | (4,314.6   | ) |
| Dividends and  distributions received                                                                                    | ** ** | ** ** |       | **15.7**                   | ** ** | 13.1                       |       | 19.7                       |       |                      | **21.3**     | ** **                | 17.4       |                      | 34.1       |   |
| Interest received                                                                                                        | ** ** | ** ** |       | **18.1**                   | ** ** | 10.7                       |       | 0.6                        |       |                      | **24.2**     | ** **                | 15.0       |                      | 1.2        |   |
| Income taxes paid                                                                                                        | ** ** | ** ** |       | **(230.6**                 | **)**      | (117.7                     | )          | (99.6                      | )          |                      | **(299.1**   | **)**                     | (155.3     | )                         | (172.8     | ) |
| **Net cash  from operating activities**                                                                                  | ** ** | ** ** |       | **659.4**                  | ** ** | 660.6                      |       | 514.3                      |       |                      | **896.5**    | ** **                | 947.0      |                      | 912.7      |   |
|                                                                                                                     |       |       |       |                       | ** ** |                       |       |                       |       |                      |         | ** **                |       |                      |       |   |
| **CASH FLOWS  FROM INVESTING ACTIVITIES**                                                                                |       |       |       |                       | ** ** |                       |       |                       |       |                      |         | ** **                |       |                      |       |   |
| Purchase of  property, plant and equipment and other non-current assets                                                  | ** ** | ** ** |       | **(281.1**                 | **)**      | (224.4                     | )          | (129.2                     | )          |                      | **(380.1**   | **)**                     | (340.2     | )                         | (233.5     | ) |
| Proceeds from  sale of property, plant and equipment and other non-current assets                                        | ** ** | ** ** |       | **13.2**                   | ** ** | 25.3                       |       | 43.7                       |       |                      | **17.6**     | ** **                | 55.0       |                      | 77.6       |   |
| Purchase of  controlled entities and businesses net of cash acquired                                                     |       | 35         | ** ** | **(33.2**                  | **)**      | (36.0                      | )          | (531.9                     | )          |                      | **(45.1**    | **)**                     | (49.2      | )                         | (971.8     | ) |
| Proceeds from  sale of interests in controlled entities and businesses                                                   |       | 35         | ** ** | **104.8**                  | ** ** | 4.3                        |       | 26.0                       |       |                      | **134.3**    | ** **                | 5.8        |                      | 45.5       |   |
| Loans and  receivables advanced                                                                                          | ** ** | ** ** |       | **(22.1**                  | **)**      | (16.3                      | )          | (2.3                       | )          |                      | **(30.1**    | **)**                     | (23.3      | )                         | (3.9       | ) |
| Loans and  receivables repaid                                                                                            | ** ** | ** ** |       | **40.8**                   | ** ** | 16.1                       |       | 1.2                        |       |                      | **58.2**     | ** **                | 23.8       |                      | 2.5        |   |
| **Net cash  (used in) investing activities**                                                                             | ** ** | ** ** |       | **(177.6**                 | **)**      | (231.0                     | )          | (592.5                     | )          |                      | **(245.2**   | **)**                     | (328.1     | )                         | (1,083.6   | ) |
|                                                                                                                     |       |       |       |                       | ** ** |                       |       |                       |       |                      |         | ** **                |       |                      |       |   |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                                                                |       |       |       |                       | ** ** |                       |       |                       |       |                      |         | ** **                |       |                      |       |   |
| Net (repayments  of) proceeds from borrowings                                                                            | ** ** | ** ** |       | **(60.5**                  | **)**      | (297.9                     | )          | 223.7                      |       |                      | **(83.0**    | **)**                     | (455.5     | )                         | 422.2      |   |
| Cash received  from CSR Limited (a)                                                                                      | ** ** | ** ** |       | **—**                 | ** ** | 192.6                      |       | —                     |       |                      | **—**   | ** **                | 315.5      |                      | —     |   |
| Dividends paid                                                                                                           | ** ** | ** ** |       | **(104.1**                 | **)**      | (85.6                      | )          | —                     |       |                      | **(141.4**   | **)**                     | (122.8     | )                         | —     |   |
| Dividends paid to  outside equity interests                                                                              | ** ** | ** ** |       | **(2.6**                   | **)**      | (1.4                       | )          | —                     |       |                      | **(3.5**     | **)**                     | (1.8       | )                         | —     |   |
| Payments for  Rinker Group Limited share buyback                                                                         | ** ** | ** ** |       | **(21.9**                  | **)**      | —                     |       | —                     |       |                      | **(31.3**    | **)**                     | —     |                      | —     |   |
| Proceeds from  issue of shares                                                                                           | ** ** | ** ** |       | **0.7**                    | ** ** | 0.6                        |       | —                     |       |                      | **0.9**      | ** **                | 0.8        |                      | —     |   |
| Interest and  other finance costs paid                                                                                   | ** ** | ** ** |       | **(49.2**                  | **)**      | (53.0                      | )          | (51.0                      | )          |                      | **(66.8**    | **)**                     | (75.0      | )                         | (89.6      | ) |
| **Net cash  (used in) from financing activities**                                                                        | ** ** | ** ** |       | **(237.6**                 | **)**      | (244.7                     | )          | 172.7                      |       |                      | **(325.1**   | **)**                     | (338.8     | )                         | 332.6      |   |
|                                                                                                                     |       |       |       |                       | ** ** |                       |       |                       |       |                      |         | ** **                |       |                      |       |   |
| **NET  INCREASE IN CASH HELD**                                                                                           | ** ** | ** ** |       | **244.2**                  | ** ** | 184.9                      |       | 94.5                       |       |                      | **326.2**    | ** **                | 280.1      |                      | 161.7      |   |
| Cash at the  beginning of the financial year                                                                             | ** ** | ** ** |       | **328.5**                  | ** ** | 111.0                      |       | 14.8                       |       |                      | **435.1**    | ** **                | 184.8      |                      | 28.0       |   |
| Effect of  exchange rate changes                                                                                         | ** ** | ** ** |       | **15.5**                   | ** ** | 32.6                       |       | 1.7                        |       |                      | **1.3**      | ** **                | (29.8      | )                         | (4.9       | ) |
| **Cash at  the end of the financial year**                                                                               | ** ** | ** ** |       | **588.2**                  | ** ** | 328.5                      |       | 111.0                      |       |                      | **762.6**    | ** **                | 435.1      |                      | 184.8      |   |
|                                                                                                                     |       |       |       |                       | ** ** |                       |       |                       |       |                      |         | ** **                |       |                      |       |   |
| **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                                              | ** ** | ** ** |       | **432.6**                  | ** ** | 295.6                      |       | 215.7                      |       |                      | **585.2**    | ** **                | 426.8      |                      | 381.6      |   |
| Depreciation and  amortisation                                                                                           |       | 7          | ** ** | **250.5**                  | ** ** | 234.2                      |       | 210.6                      |       |                      | **339.1**    | ** **                | 336.9      |                      | 372.0      |   |
| Transfer to  (from) provisions                                                                                           | ** ** | ** ** |       | **5.9**                    | ** ** | (2.1                       | )          | (0.2                       | )          |                      | **8.0**      | ** **                | (1.5       | )                         | (0.3       | ) |
| Interest expense                                                                                                         |       | 6          | ** ** | **46.0**                   | ** ** | 54.6                       |       | 49.3                       |       |                      | **62.3**     | ** **                | 78.9       |                      | 87.1       |   |
| Other loss  (profit) from ordinary activities                                                                            | ** ** | ** ** |       | **0.6**                    | ** ** | 11.6                       |       | (20.8                      | )          |                      | **0.9**      | ** **                | 15.7       |                      | (37.0      | ) |
| Outside equity  interests’ share of profit                                                                          | ** ** | ** ** |       | **5.0**                    | ** ** | 1.1                        |       | 2.3                        |       |                      | **6.8**      | ** **                | 1.5        |                      | 4.1        |   |
| (Increase)  decrease in trade receivables and other current assets                                                       | ** ** | ** ** |       | **(83.0**                  | **)**      | (29.5                      | )          | 1.1                        |       |                      | **(117.1**   | **)**                     | (51.1      | )                         | 1.7        |   |
| (Increase)  decrease in current inventories                                                                              | ** ** | ** ** |       | **(56.4**                  | **)**      | (18.2                      | )          | 2.8                        |       |                      | **(78.2**    | **)**                     | (25.3      | )                         | 4.9        |   |
| Increase in trade  payables and other creditors and accruals                                                             | ** ** | ** ** |       | **47.1**                   | ** ** | 107.9                      |       | 12.3                       |       |                      | **60.9**     | ** **                | 138.4      |                      | 22.6       |   |
| Net change in tax  balances                                                                                              | ** ** | ** ** |       | **6.2**                    | ** ** | 31.2                       |       | 16.3                       |       |                      | **22.0**     | ** **                | 60.9       |                      | 30.0       |   |
| Other                                                                                                                    | ** ** | ** ** |       | **4.9**                    | ** ** | (25.8                      | )          | 24.9                       |       |                      | **6.6**      | ** **                | (34.2      | )                         | 46.0       |   |
| **Net cash  from operating activities**                                                                                  | ** ** | ** ** |       | **659.4**                  | ** ** | 660.6                      |       | 514.3                      |       |                      | **896.5**    | ** **                | 947.0      |                      | 912.7      |   |
| Exchange rate  (A$=US$)                                                                                                  | ** ** | ** ** |       | **0.7393**                 | ** ** | 0.6897                     |       | 0.5654                     |       |                      | **0.7393**   | ** **                | 0.6897     |                      | 0.5654     |   |

 

----

(a)          As part of the demerger the Rinker groupreceived US$192.6 million or A$315.5 million from CSR Limited.

 

Credit facilities are shown in note 21.

The consolidated statement of cash flows is prepared in accordance withAustralian GAAP and therefore results in compliance with InternationalAccounting Standard No. 7 “Cash Flow Statements.”

 

Notes to the consolidated financial statements are annexed.

 

F-6

----

 

**CONSOLIDATED STATEMENT OF CHANGES INSHAREHOLDERS’ EQUITY**

 
| **YEAR ENDED MARCH 31**                                                                             | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **US$ MILLION  2003** |   | **A$ MILLION  2005** | ** **  | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|--------|---------------------------|-------------|---------------------------|------------|---------------------------|------------|
|                                                                                                     |       |                       |       |                       |       |                       |   |                      |        |                      |       |                      |       |
| **ISSUED  AND PAID-UP CAPITAL (a) (b)**                                                             |       |                       | ** ** |                       |       |                       |   |                      |        | ** **                |       |                      |       |   |
| Balance at the  beginning of the year                                                                    | ** ** | **1,497.1**                | ** ** | 1,496.5                    |       | 1,216.3                    |   |                      | **2,286.2** | ** **                | 2,285.4    |                      | 1,827.6    |   |
| Deemed equity  contribution/distribution                                                                 | ** ** | **—**                 | ** ** | —                     |       | 280.2                      |   |                      | **—**  | ** **                | —     |                      | 457.8      |   |
| Buyback of shares  (c)                                                                                   | ** ** | **(21.9**                  | **)**      | —                     |       | —                     |   |                      | **(31.3**   | **)**                     | —     |                      | —     |   |
| Issue of shares  (d)                                                                                     | ** ** | **0.7**                    | ** ** | 0.6                        |       | —                     |   |                      | **0.9**     | ** **                | 0.8        |                      | —     |   |
| **Balance  at the end of the year**                                                                      | ** ** | **1,475.9**                | ** ** | 1,497.1                    |       | 1,496.5                    |   |                      | **2,255.8** | ** **                | 2,286.2    |                      | 2,285.4    |   |
|                                                                                                     |       |                       | ** ** |                       |       |                       |   |                      |        | ** **                |       |                      |       |   |
| **RETAINED  PROFITS**                                                                                    |       |                       | ** ** |                       |       |                       |   |                      |        | ** **                |       |                      |       |   |
| Balance at the  beginning of the financial year                                                          | ** ** | **582.0**                  | ** ** | 371.5                      |       | 165.5                      |   |                      | **1,031.4** | ** **                | 727.0      |                      | 361.5      |   |
| Adjustment to  opening retained earnings on adoption of revised AASB 1028 “Employee  Benefits” | ** ** | **—**                 | ** ** | (1.0                       | )          | —                     |   |                      | **—**  | ** **                | (1.6       | )                         | —     |   |
| Reserve of  controlled entities disposed                                                                 | ** ** | **—**                 | ** ** | —                     |       | —                     |   |                      | **(7.6**    | **)**                     | 2.0        |                      | —     |   |
| Net profit  attributable to members of Rinker Group Limited                                              | ** ** | **432.6**                  | ** ** | 295.6                      |       | 215.7                      |   |                      | **585.2**   | ** **                | 426.8      |                      | 381.6      |   |
| **Total  available for appropriation**                                                                   | ** ** | **1,014.6**                | ** ** | 666.1                      |       | 381.2                      |   |                      | **1,609.0** | ** **                | 1,154.2    |                      | 743.1      |   |
| Dividends                                                                                                | ** ** | **(105.6**                 | **)**      | (84.1                      | )          | (9.7                       | )      |                      | **(141.4**  | **)**                     | (122.8     | )                         | (16.1      | ) |
| **Retained  profits at the end of the financial year**                                                   | ** ** | **909.0**                  | ** ** | 582.0                      |       | 371.5                      |   |                      | **1,467.6** | ** **                | 1,031.4    |                      | 727.0      |   |
|                                                                                                     |       |                       | ** ** |                       |       |                       |   |                      |        | ** **                |       |                      |       |   |
| **FOREIGN  CURRENCY TRANSLATION RESERVE**                                                                |       |                       | ** ** |                       |       |                       |   |                      |        | ** **                |       |                      |       |   |
| Balance at the  beginning of the financial year                                                          | ** ** | **196.6**                  | ** ** | 6.0                        |       | (38.1                      | )      |                      | **(304.3**  | **)**                     | 107.9      |                      | 353.6      |   |
| Exchange  differences relating to overseas net assets net gain/(loss) on translation                     | ** ** | **31.0**                   | ** ** | 190.6                      |       | 43.6                       |   |                      | **(39.6**   | **)**                     | (410.2     | )                         | (245.7     | ) |
| Reserve of  controlled entities disposed                                                                 | ** ** | **—**                 | ** ** | —                     |       | 0.5                        |   |                      | **7.6**     | ** **                | (2.0       | )                         | —     |   |
| Balance at the  end of the financial year                                                                | ** ** | **227.6**                  | ** ** | 196.6                      |       | 6.0                        |   |                      | **(336.3**  | **)**                     | (304.3     | )                         | 107.9      |   |
| **Total  shareholders’ equity attributable to members of Rinker Group Limited**                     | ** ** | **2,612.5**                | ** ** | 2,275.7                    |       | 1,874.0                    |   |                      | **3,387.1** | ** **                | 3,013.3    |                      | 3,120.3    |   |

 

----

(a)          Changesin equity include deemed changes arising from changes in capital contributed bythe parent entity by way of either direct equity or interest free loans.  The major transactions included were asfollows:

 
| **YEAR ENDED MARCH 31**                                                    | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **US$ MILLION  2003** |   | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|---------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|--------|---------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                                                            |       |                       |       |                       |       |                       |   |                      |       |                      |       |                      |       |
| Deemed equity  contribution / distribution transactions                         |       |                       |       |                       |       |                       |   |                      |       |                      |       |                      |       |   |
| Cash committed  from CSR Limited as on demerger part of debt reorganisation     | ** ** | **—**                 |       | —                     |       | 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                      | )      |                      | **—** |                      | —     |                      | (17.7      | ) |
| Other  transactions                                                             | ** ** | **—**                 |       | —                     |       | 42.5                       |   |                      | **—** |                      | —     |                      | 55.9       |   |
| Total                                                                           | ** ** | **—**                 |       | —                     |       | 280.2                      |   |                      | **—** |                      | —     |                      | 457.8      |   |

 

(b)         Total number of fully paid ordinary sharesissued and outstanding was 941.2 million as at March 31, 2005. (2004:945.0 million, 2003: 1.7 million).

 

(c)          On February 19, 2004, Rinker announcedthat a 12 month on-market share buyback of up to 10% of its ordinary shareswould commence in May 2004. 4,000,028 shares were repurchased under the on-market buyback during theyear to March 31, 2005.  A further4,270,446 shares were repurchased between April 1, 2005 and May 12, 2005.  Shares repurchased were cancelled immediatelyon receipt.

 

(d)         Fully paid ordinary shares were issued in August andSeptember 2004 under the employee Universal Share Plan.  Shares cannot be sold by participants withinthree years of allotment, unless they finish their employment with thecompany.  Offers of fully paid shareswere made to all eligible employees (2,781). 1,259 accepted the offer, subscribing for up to 50 or 100 shares andreceiving the same number at no cost.  Noexpense was recorded in respect of free shares provided to employees under theUniversal Share Plan.

 

Notes to the consolidated financial statements are annexed.

 

F-7

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**SIGNIFICANT ACCOUNTING POLICIES**

 

**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 Limited andC.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 40.

 

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, 2005 and2004 represent the actual results of Rinker Group Limited and its controlledentities (consolidated entity) for the period. The financial statements for the year ended March 31, 2003 havebeen prepared on a carve-out basis and include the statements of financialperformance, cash flows and changes in equity of Rinker Material’s UnitedStates businesses and of the Readymix businesses that were transferred to theRinker group from the CSR group 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 during the year ended March 31,2003.   The statement of financialperformance for the year ended March 31, 2003 includes general corporateoverhead expenses related to corporate headquarters and common supportdivisions of CSR Limited which have been estimated based on amounts previouslyincurred by CSR Limited, less those amounts considered specific to theremaining businesses of CSR Limited. Management believes this allocation basis is a reasonable reflection ofthe 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 Rinker Materials Corporation,a controlled entity of Rinker Group Limited, held external debt.  In addition, other financing was obtainedthrough CSR Limited or CSR Finance Limited, a 100% owned subsidiary of CSRLimited.  Financing obtained from CSR wasextinguished prior to March 31, 2003. Other businesses, previously owned by CSR Limited and now owned byRinker Group Limited were funded through equity contributions.  The statement of financial performance forthe year ended March 31, 2003, includes the associated interest expensefor the external debt and interest-bearing intercompany debt.  The statement of financial performance forthe year ended March 31, 2003 does not include any interest expense onnon-interest bearing intercompany debt.

 

Changes to equity in the periods presented arise from net income orloss, other comprehensive income and other deemed contributions/distributionswith CSR Limited.

 

F-8

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**CHANGES IN ACCOUNTING POLICY**

 

Rinker Group Limited (Rinker) has adopted the revised AccountingStandard AASB 1046, “Director and Executive Disclosures by Disclosing Entities”,which requires entities to disclose the remuneration of each specified directorand executive (including at least five directors and five executives of theentity).  AASB 1046 removes therequirements for banded disclosure of executive and director remuneration underAASB 1017, “Related Party Disclosures” and AASB 1034, “Financial ReportPresentation and Disclosures”.  Therequired disclosures have been included in Note 26. The change in accountingpolicy has no effect on the Company’s financial position or statement ofperformance.

 

Rinker Group Limited has adopted the Accounting Standard AASB 1047 “Disclosingthe Impacts of Adopting Australian Equivalents to International ReportingStandards”, which resulted in additional disclosure requirements related to thetransition to Australian Equivalents to International Reporting Standards(A-IFRS) equivalents.  These additionaldisclosures have been included in Note 39.

 

In fiscal year 2004, Rinker Group Limited adopted the revisedAccounting Standard AASB 1028 “Employee Benefits”, which resulted in a changein the accounting policy for the measurement of employee benefitliabilities.  The effect of the revisedpolicy was to increase employee benefit liabilities at the beginning of theyear by US$1.3 million or A$2.1 million, which was taken directly to retainedprofits (US$1.0 million or A$1.6 million after tax).  Current year profits did not change as aresult of this change in accounting policy.

 

**REPORTING CURRENCY**

 

Rinker has obtained relief from the Australian Securities andInvestments Commission (ASIC) under section 340 (1) of theCorporations Act 2001, relieving the company from the requirements ofAustralian Accounting Standards to the extent necessary to allow Rinker toreport in both Australian dollars and United States dollars. To assist users inunderstanding the effect on the financial report of changes in foreign exchangerates, the foreign exchange rates disclosed on the Consolidated Statement ofFinancial Performance and Consolidated Statement of Cashflows represent theeffective average rates for the period and for the Statement of FinancialPosition the closing rate at the end of each period.

 

**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:

• except for the demerger relatedtransfers, results of each controlled entity are included from the date RinkerGroup Limited obtains control and until such time as it ceases to control theentity; and

• all intercompany balances andtransactions 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.

 

**FOREIGN CURRENCY TRANSLATION**

 

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.

 

The assets and liabilities of self sustaining controlled operations aretranslated at year-end exchange rates. Income and expense items are translated at the weighted average rates ofexchange prevailing during the year. The adjustment resulting from translatingthe financial statements of self sustaining controlled operations is reflectedas a separate component of shareholders equity in the foreign currencytranslation reserve.   The financialstatements of the parent entity (Rinker Group Limited) have been translatedinto United States dollars using the methodology described above.  This is consistent with both AustralianAccounting Standard AASB 1012 “Foreign Currency Translation” and the UnitedStates Securities and Exchange Commission Rule 3-20(d) of RegulationS-X.  The exchange rate used is theAustralian 9:55 a.m. hedge settlement rate at the end of each month.

 

**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.

 

Revenue from the disposal of other assets is recognised when theconsolidated entity has passed control of the goods or other assets to thebuyer.

 

**RECEIVABLES**

 

Trade receivables and other receivables are recorded at amounts dueless any allowance for doubtful accounts. The collectability of receivables is assessed at balance date andspecific allowance is made for any doubtful accounts.

 

F-9

----

 

**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.

 

**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 beyond reasonabledoubt.  Projects are continually underreview.

 

**CAPITALISATION OF INTEREST**

 

Interest is expensed as incurred except where it relates to thefinancing of major projects constructed for internal use, where it iscapitalised up to the date of commissioning. Following commissioning, the total capitalised cost including interestis amortised over the expected useful life of the project. Interest expensecapitalised is shown in Note 6.

 

**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 propertyacquired are valued at the lower of cost or recoverable amount and areamortised over the period in which the benefits are expected to arise varyingfrom five to 40 years.

 

**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.

 

**LEASED ASSETS**

 

Leased assets under contracts classified as finance leases arerecognised as assets.  The amountinitially brought to account is the present value of minimum leasepayments.  A finance lease is one whicheffectively transfers from the lessor to the lessee substantially all the risksand benefits incidental to ownership of the leased property.  Finance leased assets are amortised on astraight line basis over the estimated useful life of the asset.  Finance lease payments are allocated betweeninterest expense and reduction of lease liability over the term of thelease.  The interest expense isdetermined by applying the interest rate implicit in the lease to theoutstanding lease liability at the beginning of each lease payment period.

 

Operating lease payments are recognised as an expense when incurred ina manner which reflects the pattern in which the economic benefits of theleased assets are consumed.

 

**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:

(i) External direct costs of materials and services consumed indeveloping or obtaining the software,

(ii) Payroll and payroll-related costs for employees who are directlyassociated with and who devote time to the project, and

(iii) 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.

 

**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.

 

F-10

----

 

**DEPRECIATION (INCLUDING AMORTISATION AND DEPLETION)**

 

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 15.

 

**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.

 

**INVENTORIES**

 

Inventories including work in progress and land held for resale arevalued at the lower of cost or 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.

 

**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.

 

**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.

 

**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.

 

**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.

 

**RESTORATION AND ENVIRONMENTAL REHABILITATION**

 

Provision is made for the restoration of areas from which naturalresources are extracted.  The restorationcost is provided over the period in which the recoverable mineral reserves areexpected to be extracted. Estimates are based on current technology. Changes inestimates are dealt with on a prospective basis.  Provision is also made for the expected costof environmental rehabilitation of commercial sites which require remediationof existing conditions resulting from present and past operations. The liabilityis immediately recognised when the environmental exposure is identified and therehabilitation 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 thebest estimate of the consideration required to settle the present obligation atreporting 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.

 

F-11

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**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, adjustmentsto income tax are made for items which have been included in periods foraccounting 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 offinancial position as a deferred income tax asset or a deferred income taxliability.

 

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.

 

No provision for withholding tax has been made on undistributedearnings of overseas controlled entities where there is no intention todistribute those earnings or where the distribution of earnings does notattract withholding tax under both the tax laws of the country where theoverseas controlled entity is domiciled and the tax laws of Australia.  The Rinker group’s income taxes arecalculated on a separate tax return basis. However, prior to the demerger, CSRLimited was managing its tax position for the benefit of its entire portfolioof businesses, and its tax strategies are not necessarily reflective of the taxstrategies that the Rinker group would have followed or now follows on astand-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

• receivablesand 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.

 

**DERIVATIVE AND HEDGING ACTIVITIES**

 

The consolidated entity uses derivative financial instruments (“derivatives”)to hedge exposures to interest rate risk. In order to be designated as a hedge,at inception and during the term of the hedging instrument, it must be expectedthat the hedge will be effective in reducing exposure to the risks beinghedged. The hedge items include recognised assets and liabilities andanticipated transactions that are probable of occurring.  Interest rate swaps and options are used tovary the consolidated entity’s mix of fixed and variable rate borrowings. Thesederivatives are accounted for on an accrual basis consistent with theaccounting treatment of the underlying borrowings. Both payments and receiptsunder the swaps are included in interest expense. The related amount payableto, or receivable from counterparties, is included in other receivables orother payables. Option premiums are deferred and amortised over the term of theoption.

 

**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.

 

**UNINSURED LOSSES AND FUTURE CLAIMS**

 

Provisions for uninsured losses and future claims include 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-12

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**CONTRIBUTION TO SUPERANNUATION FUNDS**

 

Contributions to defined benefit superannuation plans are expensed whenincurred.  The Rinker group participatesin several superannuation funds which provide benefits upon the disability,retirement, resignation or death of employees. Contributions to these funds areexpensed as incurred. The currently assessed shortfall of net market value ofplan assets compared to accrued benefits has not been recognised as a liabilityin the financial statements as Rinker Group Limited and its controlled entitiesdo not presently have a legal or constructive obligation to meet the deficit,other than the annually determined minimum funding amount.  The annually determined minimum fundingamount has been appropriately recognised as a liability at year end.  Additional details on superannuation fundsare provided in Note 33.

 

**ACCOUNTING STANDARDS NOT YET EFFECTIVE**

 

Details of the impact of A-IFRS are set out in Note 39 to the financialstatements.

 

**COMPARATIVE FIGURES**

 

Where necessary to facilitate comparison, comparative figures have beenadjusted to conform with changes in presentation in the current year.

 

**ROUNDING**

 

Unless otherwise shown in the financial report, amounts have been roundedto the nearest tenth of a million dollars and are shown in US$ millions and A$millions.

 

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.

 

F-13

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**NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS**

 

**1****                                        ****SEGMENT INFORMATION**

 
| **US$ MILLION**           | ** ** | **PROFIT  FROM ORDINARY  ACTIVITIES BEFORE  INCOME TAX** | ** ** | **INCOME  TAX  (EXPENSE) BENEFIT** | ** ** | **OUTSIDE  EQUITY  INTERESTS** | ** ** | **NET  PROFIT ATTRIBUTABLE  TO MEMBERS OF  RINKER GROUP LIMITED** | ** ** |
|--------------------------------|------------|----------------------------------------------------------|------------|------------------------------------|------------|--------------------------------|------------|-------------------------------------------------------------------|------------|
| **YEAR ENDED MARCH 31**   | ** ** | **2005**                                                 | ** ** | **2004**                           | ** ** | **2003**                       | ** ** | **2005**                                                          | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| **BUSINESS  SEGMENTS**         |       |                                                     |       |                               |       |                           |       |                                                              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rinker Materials               |       |                                                     |       |                               |       |                           |       |                                                              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aggregates                     | ** ** | **172.1**                                                | ** ** | 138.2                              |       | 104.0                          |       | **(59.4**                                                         | **)**      | (46.9 | ) | (37.9 | ) | **—** | ** ** | (0.1 | ) | — |   | **112.7** | ** ** | 91.2 |   | 66.1 |   |
| Cement                         | ** ** | **109.0**                                                | ** ** | 95.5                               |       | 86.8                           |       | **(43.2**                                                         | **)**      | (36.8 | ) | (36.6 | ) | **—** | ** ** | — |   | — |   | **65.8** | ** ** | 58.7 |   | 50.2 |   |
| Concrete, block,  asphalt      | ** ** | **197.2**                                                | ** ** | 116.4                              |       | 85.8                           |       | **(77.5**                                                         | **)**      | (45.8 | ) | (33.7 | ) | **—** | ** ** | (0.1 | ) | (0.1 | ) | **119.7** | ** ** | 70.5 |   | 52.0 |   |
| Concrete pipe and  products    | ** ** | **81.5**                                                 | ** ** | 53.1                               |       | 60.1                           |       | **(31.0**                                                         | **)**      | (21.5 | ) | (23.7 | ) | **—** | ** ** | — |   | — |   | **50.5** | ** ** | 31.6 |   | 36.4 |   |
| Other                          | ** ** | **18.3**                                                 | ** ** | (11.4                              | )          | (3.1                           | )          | **(7.5**                                                          | **)**      | 7.3 |   | 0.4 |   | **(5.0** | **)** | (0.9 | ) | (1.2 | ) | **5.8** | ** ** | (5.0 | ) | (3.9 | ) |
| Total Rinker  Materials        | ** ** | **578.1**                                                | ** ** | 391.8                              |       | 333.6                          |       | **(218.6**                                                        | **)**      | (143.7 | ) | (131.5 | ) | **(5.0** | **)** | (1.1 | ) | (1.3 | ) | **354.5** | ** ** | 247.0 |   | 200.8 |   |
| Readymix                       | ** ** | **140.4**                                                | ** ** | 110.1                              |       | 67.8                           |       | **(38.8**                                                         | **)**      | (29.5 | ) | (13.6 | ) | **—** | ** ** | — |   | (1.1 | ) | **101.6** | ** ** | 80.6 |   | 53.1 |   |
| **Segment  totals**            | ** ** | **718.5**                                                | ** ** | 501.9                              |       | 401.4                          |       | **(257.4**                                                        | **)**      | (173.2 | ) | (145.1 | ) | **(5.0** | **)** | (1.1 | ) | (2.4 | ) | **456.1** | ** ** | 327.6 |   | 253.9 |   |
| Corporate                      | ** ** | **(11.8**                                                | **)**      | (9.2                               | )          | (7.6                           | )          | **4.8**                                                           | ** ** | 2.6 |   | 2.3 |   | **—** | ** ** | — |   | — |   | **(7.0** | **)** | (6.6 | ) | (5.3 | ) |
| **Group  totals**              | ** ** | **706.7**                                                | ** ** | 492.7                              |       | 393.8                          |       | **(252.6**                                                        | **)**      | (170.6 | ) | (142.8 | ) | **(5.0** | **)** | (1.1 | ) | (2.4 | ) | **449.1** | ** ** | 321.0 |   | 248.6 |   |
| Net finance (note  6)          | ** ** | **(32.3**                                                | **)**      | (47.2                              | )          | (59.0                          | )          | **15.8**                                                          | ** ** | 21.8 |   | 26.0 |   | **—** | ** ** | — |   | 0.1 |   | **(16.5** | **)** | (25.4 | ) | (32.9 | ) |
| **Consolidated  Rinker group** | ** ** | **674.4**                                                | ** ** | 445.5                              |       | 334.8                          |       | **(236.8**                                                        | **)**      | (148.8 | ) | (116.8 | ) | **(5.0** | **)** | (1.1 | ) | (2.3 | ) | **432.6** | ** ** | 295.6 |   | 215.7 |   |
|                           |       |                                                     | ** ** |                               |       |                           |       |                                                              | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   | ** ** |   |   |   |   |
| **A$ MILLION**            |       |                                                     | ** ** |                               |       |                           |       |                                                              | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   | ** ** |   |   |   |   |
| **BUSINESS  SEGMENTS**         |       |                                                     | ** ** |                               |       |                           |       |                                                              | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   | ** ** |   |   |   |   |
| Rinker Materials               |       |                                                     | ** ** |                               |       |                           |       |                                                              | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   | ** ** |   |   |   |   |
| Aggregates                     | ** ** | **233.7**                                                | ** ** | 200.9                              |       | 185.4                          |       | **(80.9**                                                         | **)**      | (68.2 | ) | (67.4 | ) | **—** | ** ** | (0.1 | ) | — |   | **152.8** | ** ** | 132.6 |   | 118.0 |   |
| Cement                         | ** ** | **147.1**                                                | ** ** | 137.6                              |       | 153.5                          |       | **(58.4**                                                         | **)**      | (52.9 | ) | (64.8 | ) | **—** | ** ** | — |   | — |   | **88.7** | ** ** | 84.7 |   | 88.7 |   |
| Concrete, block,  asphalt      | ** ** | **265.3**                                                | ** ** | 166.9                              |       | 151.3                          |       | **(104.4**                                                        | **)**      | (65.7 | ) | (59.7 | ) | **—** | ** ** | (0.2 | ) | (0.3 | ) | **160.9** | ** ** | 101.0 |   | 91.3 |   |
| Concrete pipe and  products    | ** ** | **111.3**                                                | ** ** | 78.6                               |       | 107.6                          |       | **(42.3**                                                         | **)**      | (31.7 | ) | (42.3 | ) | **—** | ** ** | — |   | — |   | **69.0** | ** ** | 46.9 |   | 65.3 |   |
| Other                          | ** ** | **24.5**                                                 | ** ** | (16.0                              | )          | (5.8                           | )          | **(10.1**                                                         | **)**      | 9.7 |   | 1.0 |   | **(6.8** | **)** | (1.2 | ) | (2.0 | ) | **7.6** | ** ** | (7.5 | ) | (6.8 | ) |
| Total Rinker  Materials        | ** ** | **781.9**                                                | ** ** | 568.0                              |       | 592.0                          |       | **(296.1**                                                        | **)**      | (208.8 | ) | (233.2 | ) | **(6.8** | **)** | (1.5 | ) | (2.3 | ) | **479.0** | ** ** | 357.7 |   | 356.5 |   |
| Readymix                       | ** ** | **191.1**                                                | ** ** | 158.3                              |       | 119.5                          |       | **(52.7**                                                         | **)**      | (42.6 | ) | (25.4 | ) | **—** | ** ** | — |   | (2.1 | ) | **138.4** | ** ** | 115.7 |   | 92.0 |   |
| **Segment  totals**            | ** ** | **973.0**                                                | ** ** | 726.3                              |       | 711.5                          |       | **(348.8**                                                        | **)**      | (251.4 | ) | (258.6 | ) | **(6.8** | **)** | (1.5 | ) | (4.4 | ) | **617.4** | ** ** | 473.4 |   | 448.5 |   |
| Corporate                      | ** ** | **(15.9**                                                | **)**      | (13.0                              | )          | (13.4                          | )          | **6.3**                                                           | ** ** | 3.7 |   | 4.0 |   | **—** | ** ** | — |   | — |   | **(9.6** | **)** | (9.3 | ) | (9.4 | ) |
| **Group  totals**              | ** ** | **957.1**                                                | ** ** | 713.3                              |       | 698.1                          |       | **(342.5**                                                        | **)**      | (247.7 | ) | (254.6 | ) | **(6.8** | **)** | (1.5 | ) | (4.4 | ) | **607.8** | ** ** | 464.1 |   | 439.1 |   |
| Net finance (note  6)          | ** ** | **(44.1**                                                | **)**      | (68.8                              | )          | (104.3                         | )          | **21.5**                                                          | ** ** | 31.5 |   | 46.5 |   | **—** | ** ** | — |   | 0.3 |   | **(22.6** | **)** | (37.3 | ) | (57.5 | ) |
| **Consolidated  Rinker group** | ** ** | **913.0**                                                | ** ** | 644.5                              |       | 593.8                          |       | **(321.0**                                                        | **)**      | (216.2 | ) | (208.1 | ) | **(6.8** | **)** | (1.5 | ) | (4.1 | ) | **585.2** | ** ** | 426.8 |   | 381.6 |   |

 

F-14

----

** **
| **US$ MILLION**                                          | ** ** | **EXTERNAL  TRADING REVENUE** | ** ** | **INTERNAL  TRADING REVENUE (a)** | ** ** | **TOTAL  TRADING REVENUE** | ** ** | **OTHER  REVENUE** | ** ** | **TOTAL  REVENUE (b)** | ** ** |
|---------------------------------------------------------------|------------|-------------------------------|------------|-----------------------------------|------------|----------------------------|------------|--------------------|------------|------------------------|------------|
| **YEAR ENDED MARCH 31**                                  | ** ** | **2005**                      | ** ** | **2004**                          | ** ** | **2003**                   | ** ** | **2005**           | ** ** | **2004**               | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| **1     SEGMENT INFORMATION (CONTINUED)** |       |                          |       |                              |       |                       |       |               |       |                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **BUSINESS  SEGMENTS**                                        |       |                          |       |                              |       |                       |       |               |       |                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rinker Materials                                              |       |                          |       |                              |       |                       |       |               |       |                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aggregates                                                    | ** ** | **554.6**                     |       | 488.1                             |       | 387.3                      | ** ** | **352.4**          | ** ** | 314.5                  |       | 238.7 |   | **907.0** | ** ** | 802.6 |   | 626.0 |   | **8.8** |   | 3.8 |   | 6.1 | ** ** | **915.8** | ** ** | 806.4 |   | 632.1 |   |
| Cement                                                        | ** ** | **196.3**                     |       | 182.5                             |       | 151.9                      | ** ** | **224.7**          | ** ** | 194.5                  |       | 175.3 |   | **421.0** | ** ** | 377.0 |   | 327.2 |   | **0.3** |   | 1.3 |   | 0.1 | ** ** | **421.3** | ** ** | 378.3 |   | 327.3 |   |
| Concrete, block,  asphalt                                     | ** ** | **1,636.9**                   |       | 1,365.0                           |       | 1,010.2                    | ** ** | **—**         | ** ** | —                 |       | — |   | **1,636.9** | ** ** | 1,365.0 |   | 1,010.2 |   | **3.8** |   | 2.8 |   | 4.0 | ** ** | **1,640.7** | ** ** | 1,367.8 |   | 1,014.2 |   |
| Concrete pipe and  products                                   | ** ** | **472.1**                     |       | 421.4                             |       | 437.0                      | ** ** | **—**         | ** ** | —                 |       | — |   | **472.1** | ** ** | 421.4 |   | 437.0 |   | **6.9** |   | 1.9 |   | 19.2 | ** ** | **479.0** | ** ** | 423.3 |   | 456.2 |   |
| Other                                                         | ** ** | **461.6**                     |       | 410.6                             |       | 396.6                      | ** ** | **—**         | ** ** | —                 |       | — |   | **461.6** | ** ** | 410.6 |   | 396.6 |   | **103.7** |   | 10.5 |   | 23.5 | ** ** | **565.3** | ** ** | 421.1 |   | 420.1 |   |
| Intercompany  eliminations                                    | ** ** | **—**                    |       | —                            |       | —                     | ** ** | **(577.1**         | **)**      | (509.0                 | )          | (414.0 | ) | **(577.1** | **)** | (509.0 | ) | (414.0 | ) | **—** |   | — |   | — | ** ** | **(577.1** | **)** | (509.0 | ) | (414.0 | ) |
| Total Rinker  Materials                                       | ** ** | **3,321.5**                   |       | 2,867.6                           |       | 2,383.0                    | ** ** | **—**         | ** ** | —                 |       | — |   | **3,321.5** | ** ** | 2,867.6 |   | 2,383.0 |   | **123.5** |   | 20.3 |   | 52.9 | ** ** | **3,445.0** | ** ** | 2,887.9 |   | 2,435.9 |   |
| Readymix                                                      | ** ** | **990.9**                     |       | 838.6                             |       | 572.5                      | ** ** | **—**         | ** ** | —                 |       | — |   | **990.9** | ** ** | 838.6 |   | 572.5 |   | **2.6** |   | 11.5 |   | 20.7 | ** ** | **993.5** | ** ** | 850.1 |   | 593.2 |   |
| **Segment  totals**                                           | ** ** | **4,312.4**                   |       | 3,706.2                           |       | 2,955.5                    | ** ** | **—**         | ** ** | —                 |       | — |   | **4,312.4** | ** ** | 3,706.2 |   | 2,955.5 |   | **126.1** |   | 31.8 |   | 73.6 | ** ** | **4,438.5** | ** ** | 3,738.0 |   | 3,029.1 |   |
| Interest income  (note 5)                                     | ** ** | **—**                    |       | —                            |       | —                     | ** ** | **—**         | ** ** | —                 |       | — |   | **—** | ** ** | — |   | — |   | **19.5** |   | 11.7 |   | 0.3 | ** ** | **19.5** | ** ** | 11.7 |   | 0.3 |   |
| **Consolidated  Rinker group**                                | ** ** | **4,312.4**                   |       | 3,706.2                           |       | 2,955.5                    | ** ** | **—**         | ** ** | —                 |       | — |   | **4,312.4** | ** ** | 3,706.2 |   | 2,955.5 |   | **145.6** |   | 43.5 |   | 73.9 | ** ** | **4,458.0** | ** ** | 3,749.7 |   | 3,029.4 |   |
|                                                          |       |                          |       |                              |       |                       |       |               | ** ** |                   |       |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |   | ** ** |   |   |   |   |
| **A$ MILLION**                                           |       |                          |       |                              |       |                       |       |               | ** ** |                   |       |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |   | ** ** |   |   |   |   |
|                                                          |       |                          |       |                              |       |                       |       |               | ** ** |                   |       |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |   | ** ** |   |   |   |   |
| **BUSINESS  SEGMENTS**                                        |       |                          |       |                              |       |                       |       |               | ** ** |                   |       |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |   | ** ** |   |   |   |   |
| Rinker Materials                                              |       |                          |       |                              |       |                       |       |               | ** ** |                   |       |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |   | ** ** |   |   |   |   |
| Aggregates                                                    | ** ** | **752.8**                     |       | 704.6                             |       | 655.5                      | ** ** | **477.1**          | ** ** | 453.1                  |       | 453.1 |   | **1,229.9** | ** ** | 1,157.7 |   | 1,108.6 |   | **11.8** |   | 5.6 |   | 11.9 | ** ** | **1,241.7** | ** ** | 1,163.3 |   | 1,120.5 |   |
| Cement                                                        | ** ** | **265.4**                     |       | 262.0                             |       | 298.6                      | ** ** | **303.6**          | ** ** | 280.5                  |       | 280.6 |   | **569.0** | ** ** | 542.5 |   | 579.2 |   | **0.3** |   | 1.8 |   | 2.2 | ** ** | **569.3** | ** ** | 544.3 |   | 581.4 |   |
| Concrete, block,  asphalt                                     | ** ** | **2,216.5**                   |       | 1,968.8                           |       | 1,782.8                    | ** ** | **—**         | ** ** | —                 |       | — |   | **2,216.5** | ** ** | 1,968.8 |   | 1,782.8 |   | **5.1** |   | 4.0 |   | 9.8 | ** ** | **2,221.6** | ** ** | 1,972.8 |   | 1,792.6 |   |
| Concrete pipe and  products                                   | ** ** | **642.4**                     |       | 611.5                             |       | 777.2                      | ** ** | **—**         | ** ** | —                 |       | — |   | **642.4** | ** ** | 611.5 |   | 777.2 |   | **9.0** |   | 2.8 |   | 33.6 | ** ** | **651.4** | ** ** | 614.3 |   | 810.8 |   |
| Other                                                         | ** ** | **625.2**                     |       | 591.6                             |       | 703.5                      | ** ** | **—**         | ** ** | —                 |       | — |   | **625.2** | ** ** | 591.6 |   | 703.5 |   | **132.6** |   | 13.9 |   | 36.0 | ** ** | **757.8** | ** ** | 605.5 |   | 739.5 |   |
| Intercompany  eliminations                                    | ** ** | **—**                    |       | —                            |       | —                     | ** ** | **(780.7**         | **)**      | (733.6                 | )          | (733.7 | ) | **(780.7** | **)** | (733.6 | ) | (733.7 | ) | **—** |   | — |   | — | ** ** | **(780.7** | **)** | (733.6 | ) | (733.7 | ) |
| Total Rinker  Materials                                       | ** ** | **4,502.3**                   |       | 4,138.5                           |       | 4,217.6                    | ** ** | **—**         | ** ** | —                 |       | — |   | **4,502.3** | ** ** | 4,138.5 |   | 4,217.6 |   | **158.8** |   | 28.1 |   | 93.5 | ** ** | **4,661.1** | ** ** | 4,166.6 |   | 4,311.1 |   |
| Readymix                                                      | ** ** | **1,340.7**                   |       | 1,201.0                           |       | 1,014.1                    | ** ** | **—**         | ** ** | —                 |       | — |   | **1,340.7** | ** ** | 1,201.0 |   | 1,014.1 |   | **3.5** |   | 16.9 |   | 36.4 | ** ** | **1,344.2** | ** ** | 1,217.9 |   | 1,050.5 |   |
| **Segment  totals**                                           | ** ** | **5,843.0**                   |       | 5,339.5                           |       | 5,231.7                    | ** ** | **—**         | ** ** | —                 |       | — |   | **5,843.0** | ** ** | 5,339.5 |   | 5,231.7 |   | **162.3** |   | 45.0 |   | 129.9 | ** ** | **6,005.3** | ** ** | 5,384.5 |   | 5,361.6 |   |
| Interest income  (note 5)                                     | ** ** | **—**                    |       | —                            |       | —                     | ** ** | **—**         | ** ** | —                 |       | — |   | **—** | ** ** | — |   | — |   | **26.1** |   | 16.4 |   | 0.6 | ** ** | **26.1** | ** ** | 16.4 |   | 0.6 |   |
| **Consolidated  Rinker group**                                | ** ** | **5,843.0**                   |       | 5,339.5                           |       | 5,231.7                    | ** ** | **—**         | ** ** | —                 |       | — |   | **5,843.0** | ** ** | 5,339.5 |   | 5,231.7 |   | **188.4** |   | 61.4 |   | 130.5 | ** ** | **6,031.4** | ** ** | 5,400.9 |   | 5,362.2 |   |

 

----

(a)          Inter-segment sales are recorded at amountscomparable to competitive market prices charged to external customers forsimilar goods.

(b)         Excludes net profit from equity accounted forassociate entities and partnerships.

** **
| **US$ MILLION**                   | ** ** | **INVESTMENTS  ACCOUNTED  FOR USING THE  EQUITY METHOD** | ** ** | **SHARE OF  ASSOCIATE ENTITIES’  NET PROFIT** | ** ** | **DEPRECIATION,  DEPLETION  AND AMORTISATION (c)** | ** ** | **CAPITAL  EXPENDITURE** | ** ** |
|----------------------------------------|------------|----------------------------------------------------------|------------|----------------------------------------------------|------------|----------------------------------------------------|------------|--------------------------|------------|
| **AS AT AND YEAR ENDED MARCH 31** | ** ** | **2005**                                                 | ** ** | **2004**                                           | ** ** | **2003**                                           | ** ** | **2005**                 | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| **BUSINESS  SEGMENTS**                 |       |                                                     |       |                                               |       |                                               |       |                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rinker Materials                       |       |                                                     |       |                                               |       |                                               |       |                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aggregates                             | ** ** | **4.5**                                                  |       | 4.3                                                |       | 4.7                                                | ** ** | **1.3**                  |       | 1.1 |   | (0.2 | ) | **74.2** |   | 69.5 |   | 59.3 | ** ** | **74.2** |   | 54.0 |   | 269.4 |   |
| Cement                                 | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **21.7** |   | 21.4 |   | 20.7 | ** ** | **5.6** |   | 5.9 |   | 6.6 |   |
| Concrete, block,  asphalt              | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **60.9** |   | 54.1 |   | 42.4 | ** ** | **132.2** |   | 68.9 |   | 348.2 |   |
| Concrete pipe and  products            | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **30.8** |   | 32.0 |   | 32.4 | ** ** | **12.8** |   | 9.4 |   | 19.5 |   |
| Other                                  | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **14.8** |   | 21.8 |   | 25.5 | ** ** | **12.8** |   | 11.6 |   | 7.2 |   |
| Total Rinker  Materials                | ** ** | **4.5**                                                  |       | 4.3                                                |       | 4.7                                                | ** ** | **1.3**                  |       | 1.1 |   | (0.2 | ) | **202.4** |   | 198.8 |   | 180.3 | ** ** | **237.6** |   | 149.8 |   | 650.9 |   |
| Readymix                               | ** ** | **158.0**                                                |       | 139.1                                              |       | 151.8                                              | ** ** | **30.1**                 |       | 13.9 |   | 13.9 |   | **47.8** |   | 35.4 |   | 30.3 | ** ** | **77.7** |   | 89.0 |   | 38.2 |   |
| **Segment  totals**                    | ** ** | **162.5**                                                |       | 143.4                                              |       | 156.5                                              | ** ** | **31.4**                 |       | 15.0 |   | 13.7 |   | **250.2** |   | 234.2 |   | 210.6 | ** ** | **315.3** |   | 238.8 |   | 689.1 |   |
| Corporate                              | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **0.3** |   | — |   | — | ** ** | **—** |   | — |   | — |   |
| **Consolidated  Rinker group**         | ** ** | **162.5**                                                |       | 143.4                                              |       | 156.5                                              | ** ** | **31.4**                 |       | 15.0 |   | 13.7 |   | **250.5** |   | 234.2 |   | 210.6 | ** ** | **315.3** |   | 238.8 |   | 689.1 |   |
|                                   |       |                                                     |       |                                               |       |                                               |       |                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **A$ MILLION**                    |       |                                                     |       |                                               |       |                                               |       |                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **BUSINESS  SEGMENTS**                 |       |                                                     |       |                                               |       |                                               |       |                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rinker Materials                       |       |                                                     |       |                                               |       |                                               |       |                     |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aggregates                             | ** ** | **5.9**                                                  |       | 5.7                                                |       | 7.9                                                | ** ** | **1.8**                  |       | 1.7 |   | (0.4 | ) | **100.4** |   | 99.9 |   | 104.6 | ** ** | **99.6** |   | 76.6 |   | 451.4 |   |
| Cement                                 | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **29.3** |   | 30.8 |   | 36.6 | ** ** | **7.5** |   | 8.3 |   | 11.5 |   |
| Concrete, block,  asphalt              | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **82.4** |   | 77.8 |   | 74.7 | ** ** | **180.1** |   | 97.6 |   | 676.6 |   |
| Concrete pipe and  products            | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **41.8** |   | 46.1 |   | 57.3 | ** ** | **17.2** |   | 13.6 |   | 34.7 |   |
| Other                                  | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **20.2** |   | 31.6 |   | 45.1 | ** ** | **17.1** |   | 16.6 |   | 12.8 |   |
| Total Rinker  Materials                | ** ** | **5.9**                                                  |       | 5.7                                                |       | 7.9                                                | ** ** | **1.8**                  |       | 1.7 |   | (0.4 | ) | **274.1** |   | 286.2 |   | 318.3 | ** ** | **321.5** |   | 212.7 |   | 1,187.0 |   |
| Readymix                               | ** ** | **204.8**                                                |       | 184.2                                              |       | 252.6                                              | ** ** | **40.9**                 |       | 20.3 |   | 24.7 |   | **64.6** |   | 50.7 |   | 53.7 | ** ** | **105.1** |   | 125.2 |   | 66.3 |   |
| **Segment  totals**                    | ** ** | **210.7**                                                |       | 189.9                                              |       | 260.5                                              | ** ** | **42.7**                 |       | 22.0 |   | 24.3 |   | **338.7** |   | 336.9 |   | 372.0 | ** ** | **426.6** |   | 337.9 |   | 1,253.3 |   |
| Corporate                              | ** ** | **—**                                               |       | —                                             |       | —                                             | ** ** | **—**               |       | — |   | — |   | **0.4** |   | — |   | — | ** ** | **—** |   | — |   | — |   |
| **Consolidated  Rinker group**         | ** ** | **210.7**                                                |       | 189.9                                              |       | 260.5                                              | ** ** | **42.7**                 |       | 22.0 |   | 24.3 |   | **339.1** |   | 336.9 |   | 372.0 | ** ** | **426.6** |   | 337.9 |   | 1,253.3 |   |

 

----

(c)          Other non-cash expenses are immaterial.

 

F-15

----

 
| ** **                                                                                                                          | ** ** | **ASSETS**  | ** ** | **LIABILITIES** | ** ** | **ALLOCATED  TAX ASSETS  AND LIABILITIES** | ** ** | **SEGMENT  FUNDS  EMPLOYED** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------|------------|-------------|------------|-----------------|------------|--------------------------------------------|------------|------------------------------|------------|
| **US$ MILLION**                                                                                                                | ** ** | **2005**    | ** ** | **2004**        | ** ** | **2003**                                   | ** ** | **2005**                     | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| **AS AT MARCH 31**                                                                                                             | ** ** | ** **  | ** ** | ** **      | ** ** | ** **                                 | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **1    SEGMENT INFORMATION (CONTINUED)**                                                                             | ** ** | ** **  | ** ** | ** **      | ** ** | ** **                                 | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Segment funds  employed are calculated based on segment assets and liabilities, adjusted for  allocated tax assets and liabilities. | ** ** | ** **  | ** ** | ** **      | ** ** | ** **                                 | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **BUSINESS  SEGMENTS**                                                                                                              |       |        |       |            |       |                                       |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rinker Materials                                                                                                                    |       |        |       |            |       |                                       |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Aggregates                                                                                                                          | ** ** | **945.6**   |       | 932.4           |       | 942.9                                      |       | **(113.4**                   | **)**      | (93.3 | ) | (85.0 | ) | **(49.2** | **)** | (43.1 | ) | (40.2 | ) | **783.0** |   | 796.0 |   | 817.7 |   |
| Cement                                                                                                                              | ** ** | **407.7**   |       | 410.1           |       | 424.5                                      |       | **(37.6**                    | **)**      | (29.8 | ) | (28.4 | ) | **(32.8** | **)** | (26.2 | ) | (11.2 | ) | **337.3** |   | 354.1 |   | 384.9 |   |
| Concrete, block,  asphalt                                                                                                           | ** ** | **943.0**   |       | 834.7           |       | 801.9                                      |       | **(198.2**                   | **)**      | (183.3 | ) | (167.6 | ) | **(65.7** | **)** | (43.1 | ) | (29.4 | ) | **679.1** |   | 608.3 |   | 604.9 |   |
| Concrete pipe and  products                                                                                                         | ** ** | **442.1**   |       | 437.4           |       | 460.4                                      |       | **(60.1**                    | **)**      | (60.1 | ) | (47.6 | ) | **(33.0** | **)** | (29.2 | ) | (28.6 | ) | **349.0** |   | 348.1 |   | 384.2 |   |
| Other                                                                                                                               | ** ** | **118.5**   |       | 219.5           |       | 228.5                                      |       | **(109.9**                   | **)**      | (118.3 | ) | (99.9 | ) | **4.7** | ** ** | (21.4 | ) | (22.2 | ) | **13.3** |   | 79.8 |   | 106.4 |   |
| Intercompany  eliminations                                                                                                          | ** ** | **(30.9**   | )          | (30.9           | )          | (30.0                                      | )          | **30.9**                     | ** ** | 30.9 |   | 30.0 |   | **—** | ** ** | — |   | — |   | **—** |   | — |   | — |   |
| Total Rinker  Materials                                                                                                             | ** ** | **2,826.0** |       | 2,803.2         |       | 2,828.2                                    |       | **(488.3**                   | **)**      | (453.9 | ) | (398.5 | ) | **(176.0** | **)** | (163.0 | ) | (131.6 | ) | **2,161.7** |   | 2,186.3 |   | 2,298.1 |   |
| Readymix                                                                                                                            | ** ** | **962.2**   |       | 897.0           |       | 588.2                                      |       | **(193.3**                   | **)**      | (170.6 | ) | (117.2 | ) | **(29.4** | **)** | (26.5 | ) | (20.5 | ) | **739.5** |   | 699.9 |   | 450.5 |   |
| **Segment  totals**                                                                                                                 | ** ** | **3,788.2** |       | 3,700.2         |       | 3,416.4                                    |       | **(681.6**                   | **)**      | (624.5 | ) | (515.7 | ) | **(205.4** | **)** | (189.5 | ) | (152.1 | ) | **2,901.2** |   | 2,886.2 |   | 2,748.6 |   |
| Corporate                                                                                                                           | ** ** | **2.9**     |       | 6.6             |       | 248.4                                      |       | **(5.2**                     | **)**      | (2.9 | ) | (6.8 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| **Group  totals**                                                                                                                   | ** ** | **3,791.1** |       | 3,706.8         |       | 3,664.8                                    |       | **(686.8**                   | **)**      | (627.4 | ) | (522.5 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Cash (note 10)                                                                                                                      | ** ** | **588.2**   |       | 328.5           |       | 111.0                                      |       | **—**                   | ** ** | — |   | — |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Tax assets  (liabilities)                                                                                                           | ** ** | **75.7**    |       | 91.0            |       | 60.7                                       |       | **(273.0**                   | **)**      | (280.5 | ) | (212.8 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Interest and  other finance receivable (payable)                                                                                    | ** ** | **5.4**     |       | 3.7             |       | 4.3                                        |       | **(12.8**                    | **)**      | (11.7 | ) | (8.1 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing  liabilities                                                                                                       | ** ** | **—**  |       | —          |       | —                                     |       | **(868.0**                   | **)**      | (929.8 | ) | (1,213.2 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| **Consolidated  Rinker group**                                                                                                      | ** ** | **4,460.4** |       | 4,130.0         |       | 3,840.8                                    |       | **(1,840.6**                 | **)**      | (1,849.4 | ) | (1,956.6 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |       |        |       |            |       |                                       |       |                         | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| **A$ MILLION**                                                                                                                 |       |        |       |            |       |                                       |       |                         | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| **BUSINESS  SEGMENTS**                                                                                                              |       |        |       |            |       |                                       |       |                         | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Rinker Materials                                                                                                                    |       |        |       |            |       |                                       |       |                         | ** ** |   |   |   |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Aggregates                                                                                                                          | ** ** | **1,225.9** |       | 1,234.6         |       | 1,570.3                                    |       | **(147.0**                   | **)**      | (123.5 | ) | (141.5 | ) | **(63.8** | **)** | (57.1 | ) | (66.9 | ) | **1,015.1** |   | 1,054.0 |   | 1,361.9 |   |
| Cement                                                                                                                              | ** ** | **528.7**   |       | 543.0           |       | 706.8                                      |       | **(48.8**                    | **)**      | (39.5 | ) | (47.3 | ) | **(42.5** | **)** | (34.6 | ) | (18.6 | ) | **437.4** |   | 468.9 |   | 640.9 |   |
| Concrete, block,  asphalt                                                                                                           | ** ** | **1,222.5** |       | 1,105.3         |       | 1,334.8                                    |       | **(256.9**                   | **)**      | (242.7 | ) | (279.1 | ) | **(85.2** | **)** | (57.1 | ) | (49.0 | ) | **880.4** |   | 805.5 |   | 1,006.7 |   |
| Concrete pipe and  products                                                                                                         | ** ** | **573.3**   |       | 579.2           |       | 766.6                                      |       | **(77.9**                    | **)**      | (79.6 | ) | (79.3 | ) | **(42.8** | **)** | (38.7 | ) | (47.6 | ) | **452.6** |   | 460.9 |   | 639.7 |   |
| Other                                                                                                                               | ** ** | **153.6**   |       | 290.7           |       | 380.5                                      |       | **(142.5**                   | **)**      | (156.7 | ) | (166.3 | ) | **6.1** | ** ** | (28.5 | ) | (36.8 | ) | **17.2** |   | 105.5 |   | 177.4 |   |
| Intercompany  eliminations                                                                                                          | ** ** | **(40.0**   | )          | (40.9           | )          | (50.0                                      | )          | **40.0**                     | ** ** | 40.9 |   | 50.0 |   | **—** | ** ** | — |   | — |   | **—** |   | — |   | — |   |
| Total Rinker  Materials                                                                                                             | ** ** | **3,664.0** |       | 3,711.9         |       | 4,709.0                                    |       | **(633.1**                   | **)**      | (601.1 | ) | (663.5 | ) | **(228.2** | **)** | (216.0 | ) | (218.9 | ) | **2,802.7** |   | 2,894.8 |   | 3,826.6 |   |
| Readymix                                                                                                                            | ** ** | **1,247.5** |       | 1,187.8         |       | 979.3                                      |       | **(250.7**                   | **)**      | (225.9 | ) | (195.2 | ) | **(38.1** | **)** | (35.0 | ) | (34.4 | ) | **958.7** |   | 926.9 |   | 749.7 |   |
| **Segment  totals**                                                                                                                 | ** ** | **4,911.5** |       | 4,899.7         |       | 5,688.3                                    |       | **(883.8**                   | **)**      | (827.0 | ) | (858.7 | ) | **(266.3** | **)** | (251.0 | ) | (253.3 | ) | **3,761.4** |   | 3,821.7 |   | 4,576.3 |   |
| Corporate                                                                                                                           | ** ** | **3.7**     |       | 8.7             |       | 413.6                                      |       | **(6.7**                     | **)**      | (3.8 | ) | (11.4 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| **Group  totals**                                                                                                                   | ** ** | **4,915.2** |       | 4,908.4         |       | 6,101.9                                    |       | **(890.5**                   | **)**      | (830.8 | ) | (870.1 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Cash (note 10)                                                                                                                      | ** ** | **762.6**   |       | 435.1           |       | 184.8                                      |       | **—**                   | ** ** | — |   | — |   |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Tax assets  (liabilities)                                                                                                           | ** ** | **98.1**    |       | 120.5           |       | 101.1                                      |       | **(354.0**                   | **)**      | (371.5 | ) | (354.4 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Interest and  other finance receivable (payable)                                                                                    | ** ** | **7.1**     |       | 4.9             |       | 7.1                                        |       | **(16.5**                    | **)**      | (15.6 | ) | (13.3 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing  liabilities                                                                                                       | ** ** | **—**  |       | —          |       | —                                     |       | **(1,125.4**                 | **)**      | (1,231.2 | ) | (2,019.9 | ) | ** ** | ** ** | ** ** | ** ** | ** ** |   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Consolidated  Rinker group**                                                                                                      | ** ** | **5,783.0** |       | 5,468.9         |       | 6,394.9                                    |       | **(2,386.4**                 | **)**      | (2,449.1 | ) | (3,257.7 | ) |   | ** ** |   |   |   |   |   |   |   |   |   |   |

 

F-16

----

** **
| **US$ MILLION**                         | ** ** | **SEGMENT ASSETS** | ** ** | **TOTAL REVENUE (d) (e)** | ** ** |
|----------------------------------------------|------------|--------------------|------------|--------------------------------|------------|
| **AS AT AND YEAR ENDED MARCH 31**       | ** ** | **2005**           | ** ** | **2004**                       | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
| **1  SEGMENT  INFORMATION (CONTINUED)** |       |               |       |                           |       |   |   |   |   |   |   |   |   |
| **GEOGRAPHICAL SEGMENTS**                    | ** ** | ** **         | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| United States                                | ** ** | **2,826.1**        |       | 2,803.2                        |       | 2,828.2 | ** ** | **3,445.0** |   | 2,887.9 |   | 2,435.9 |   |
| Australia                                    | ** ** | **939.3**          |       | 878.5                          |       | 821.5 | ** ** | **951.2** |   | 813.2 |   | 564.5 |   |
| China                                        | ** ** | **25.7**           |       | 25.1                           |       | 15.1 | ** ** | **42.3** |   | 36.9 |   | 29.0 |   |
| **Group totals**                             | ** ** | **3,791.1**        |       | 3,706.8                        |       | 3,664.8 | ** ** | **4,438.5** |   | 3,738.0 |   | 3,029.4 |   |
|                                         |       |               |       |                           |       |   |   |   |   |   |   |   |   |
| **A$ MILLION**                          |       |               |       |                           |       |   |   |   |   |   |   |   |   |
| **GEOGRAPHICAL SEGMENTS**                    |       |               |       |                           |       |   |   |   |   |   |   |   |   |
| United States                                | ** ** | **3,664.1**        |       | 3,711.9                        |       | 4,709.0 | ** ** | **4,661.1** |   | 4,166.6 |   | 4,311.1 |   |
| Australia                                    | ** ** | **1,218.3**        |       | 1,163.2                        |       | 1,367.8 | ** ** | **1,287.1** |   | 1,164.3 |   | 999.3 |   |
| China                                        | ** ** | **32.8**           |       | 33.3                           |       | 25.1 | ** ** | **57.1** |   | 53.6 |   | 51.8 |   |
| **Group totals**                             | ** ** | **4,915.2**        |       | 4,908.4                        |       | 6,101.9 | ** ** | **6,005.3** |   | 5,384.5 |   | 5,362.2 |   |

 

----

(d)         Excludes net profit from equity accounted forassociate entities and partnerships.

(e)          Intersegment sales are negligible.

 
| **US$ MILLION**                    | ** ** | **LONG LIVED ASSETS** | ** ** | **CAPITAL EXPENDITURE** | ** ** |
|-----------------------------------------|------------|-----------------------|------------|-------------------------|------------|
| **AS AT AND YEAR ENDED  MARCH 31** | ** ** | **2005**              | ** ** | **2004**                | ** ** | **2003** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003** | ** ** |
|                                    |       |                  |       |                    |       |   |   |   |   |   |   |   |   |
| **GEOGRAPHICAL SEGMENTS**               |       |                  |       |                    |       |   |   |   |   |   |   |   |   |
| United States                           | ** ** | **1,300.1**           |       | 1,299.6                 |       | 1,299.6 | ** ** | **237.6** |   | 149.8 |   | 650.9 |   |
| Australia                               | ** ** | **448.0**             |       | 405.5                   |       | 295.4 | ** ** | **76.8** |   | 82.2 |   | 35.1 |   |
| China                                   | ** ** | **10.2**              |       | 10.6                    |       | 6.7 | ** ** | **0.9** |   | 6.8 |   | 3.1 |   |
| **Group totals**                        | ** ** | **1,758.3**           |       | 1,715.7                 |       | 1,601.7 | ** ** | **315.3** |   | 238.8 |   | 689.1 |   |
|                                    |       |                  |       |                    |       |   |   |   |   |   |   |   |   |
| **A$ MILLION**                     |       |                  |       |                    |       |   |   |   |   |   |   |   |   |
| **GEOGRAPHICAL SEGMENTS**               |       |                  |       |                    |       |   |   |   |   |   |   |   |   |
| United States                           | ** ** | **1,685.6**           |       | 1,720.8                 |       | 2,163.8 | ** ** | **321.5** |   | 212.7 |   | 1,187.0 |   |
| Australia                               | ** ** | **580.8**             |       | 536.9                   |       | 491.8 | ** ** | **103.8** |   | 115.7 |   | 61.0 |   |
| China                                   | ** ** | **13.3**              |       | 14.1                    |       | 11.2 | ** ** | **1.3** |   | 9.5 |   | 5.3 |   |
| **Group totals**                        | ** ** | **2,279.7**           |       | 2,271.8                 |       | 2,666.8 | ** ** | **426.6** |   | 337.9 |   | 1,253.3 |   |

 

**PRODUCTS AND SERVICES OF 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 (f), polyethylene pipe (f), Rinker Materialscorporate costs.

 

**Readymix**

 

Aggregates, concrete, asphalt, cement, concrete pipe and other reinforcedconcrete products

 

----

(f)            Thepre-stressed concrete and polyethylene pipe businesses were disposed of duringyear ended March 31, 2005.

 

F-17

----

 

**2****              OTHER REVENUE ANDEXPENSES FROM ORDINARY ACTIVITIES**

 
| ** **                                                   | ** ** | ** ** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|--------------------------------------------------------------|------------|------------|------------|----------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|---------------------|------------|
| **YEAR ENDED MARCH 31**                                 | ** ** | **NOTE**   | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2003**             | ** ** | **2005**            | ** ** | **2004**            | ** ** | **2003**            | ** ** |
|                                                         |       |       |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |
| **REVENUE**                                                  | ** ** | ** ** |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| Disposal of property, plant and equipment  and other assets  |       |       | ** ** | **121.9**            |       | 29.4                 |       | 69.7                 | ** ** | ** **          | **156.6**  |                | 41.4       |                | 122.9      |   |
| Dividend income                                              |       |       | ** ** | **0.4**              |       | 0.1                  |       | 0.1                  | ** ** | ** **          | **0.6**    |                | 0.2        |                | 0.2        |   |
| Other                                                        |       |       | ** ** | **3.8**              |       | 2.3                  |       | 3.8                  | ** ** | ** **          | **5.1**    |                | 3.4        |                | 6.8        |   |
| **Total other revenue from ordinary  activities**            | ** ** | ** ** | ** ** | **126.1**            |       | 31.8                 |       | 73.6                 | ** ** | ** **          | **162.3**  |                | 45.0       |                | 129.9      |   |
| ** **                                                   | ** ** | ** ** |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| **EXPENSES**                                                 | ** ** | ** ** |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| Disposal of property, plant and equipment  and other assets  |       |       | ** ** | **(126.2**           | **)**      | (25.7                | )          | (51.0                | )          |                | **(162.2** | **)**               | (36.4      | )                   | (89.7      | ) |
| Other restructure, rationalisation and impairment  costs (a) |       |       | ** ** | **(0.3**             | **)**      | (10.5                | )          | (0.3                 | )          |                | **(0.7**   | **)**               | (15.1      | )                   | (0.5       | ) |
| Other                                                        |       |       | ** ** | **(0.2**             | **)**      | (7.1                 | )          | (1.4                 | )          |                | **(0.3**   | **)**               | (9.0       | )                   | (2.5       | ) |
| **Total other expenses from ordinary  activities**           | ** ** | ** ** | ** ** | **(126.7**           | **)**      | (43.3                | )          | (52.7                | )          |                | **(163.2** | **)**               | (60.5      | )                   | (92.7      | ) |

 

----

(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 Materials Prestress.

 

**3****          ****SIGNIFICANT ITEMS**

 
| **Disposal of Prestress**     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |   |
|-------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|--------|
| Revenue on disposal           | ** ** | **32.5**   |       | —     |       | —     | ** ** | ** ** | **41.8**   |       | —     |       | —     |   |
| Book value of disposed assets | ** ** | **(47.6**  | **)**      | —     |       | —     | ** ** | ** ** | **(61.2**  | **)**      | —     |       | —     |   |
| Income tax benefit            | ** ** | **2.0**    | ** ** | —     |       | —     | ** ** | ** ** | **2.6**    | ** ** | —     |       | —     |   |
| **Total loss on sale (a)**    | ** ** | **(13.1**  | **)**      | —     |       | —     | ** ** | ** ** | **(16.8**  | **)**      | —     |       | —     |   |
|                          |       |       | ** ** |       |       |       |       |       |       | ** ** |       |       |       |   |
| **Disposal of Polypipe**      |       |       | ** ** |       |       |       |       |       |       | ** ** |       |       |       |   |
| Revenue on disposal           | ** ** | **67.3**   | ** ** | —     |       | —     | ** ** | ** ** | **85.6**   | ** ** | —     |       | —     |   |
| Book value of disposed assets | ** ** | **(59.0**  | **)**      | —     |       | —     | ** ** | ** ** | **(75.0**  | **)**      | —     |       | —     |   |
| **Total gain on sale (b)**    | ** ** | **8.3**    | ** ** | —     |       | —     | ** ** | ** ** | **10.6**   | ** ** | —     |       | —     |   |
|                          |       |       | ** ** |       |       |       |       |       |       | ** ** |       |       |       |   |
| **Total significant items**   |       |       | ** ** |       |       |       |       |       |       | ** ** |       |       |       |   |
| Revenue on disposal           | ** ** | **99.8**   | ** ** | —     |       | —     | ** ** | ** ** | **127.4**  | ** ** | —     |       | —     |   |
| Book value of disposed assets | ** ** | **(106.6** | **)**      | —     |       | —     | ** ** | ** ** | **(136.2** | **)**      | —     |       | —     |   |
| Income tax benefit            | ** ** | **2.0**    | ** ** | —     |       | —     | ** ** | ** ** | **2.6**    | ** ** | —     |       | —     |   |
| **Total significant items**   | ** ** | **(4.8**   | **)**      | —     |       | —     | ** ** | ** ** | **(6.2**   | **)**      | —     |       | —     |   |

 

----

(a)           Loss on the disposal ofPrestress is included within the Rinker Materials Other segment in Note 1.

(b)           Gain on the disposal ofPolypipe is included within the Rinker Materials Other segment in Note 1.

 

**4****          ****OPERATING COSTS**

 
| **Operating Costs include:**               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|--------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Research and development                   | ** ** | **1.8**    |       | 1.3        |       | 2.8        | ** ** | ** ** | **2.3**    |       | 1.8        |       | 4.6        |       |
| Mining royalties paid to governments       | ** ** | **2.9**    |       | 3.8        |       | 1.8        | ** ** | ** ** | **3.9**    |       | 5.5        |       | 3.2        |       |
| Operating lease and rental payments        | ** ** | **22.4**   |       | 23.1       |       | 19.6       | ** ** | ** ** | **30.3**   |       | 33.3       |       | 34.8       |       |
| Contributions to employee retirement funds | ** ** | **34.4**   |       | 33.5       |       | 22.8       | ** ** | ** ** | **46.7**   |       | 48.2       |       | 40.3       |       |
| Repairs and maintenance                    | ** ** | **115.2**  |       | 105.3      |       | 80.5       | ** ** | ** ** | **151.6**  |       | 144.2      |       | 137.5      |       |

 

**5****          ****INTEREST INCOME**

 
| Short-term  interest income |   | 6 | ** ** | **19.5** |   | 11.7 |   | 0.3 | ** ** | ** ** | **26.1** |   | 16.4 |   | 0.6 |   |
|-----------------------------|--------|---|------------|----------|--------|------|--------|-----|------------|------------|----------|--------|------|--------|-----|--------|

 

F-18

----

 

**6****             ****NET FINANCE EXPENSE**

 
| ** **                   | ** ** | ** ** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|------------------------------|------------|------------|------------|----------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|---------------------|------------|
| **YEAR ENDED MARCH 31** | ** ** | **NOTE**   | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2003**             | ** ** | **2005**            | ** ** | **2004**            | ** ** | **2003**            | ** ** |
|                         |       |       |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |
| Interest paid or payable on  |       |       |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| short-term debt              | ** ** | ** ** |       | **0.5**              |       | 0.7                  | ** ** | 4.6                  |       |                | **0.6**    |                | 1.1        |                | 8.1        |   |
| long-term debt               | ** ** | ** ** |       | **45.5**             |       | 53.7                 | ** ** | 44.5                 |       |                | **61.6**   |                | 77.5       |                | 78.6       |   |
| Finance leases               | ** ** | ** ** |       | **—**           |       | 0.2                  | ** ** | 0.2                  |       |                | **0.1**    |                | 0.3        |                | 0.4        |   |
| Total interest               | ** ** | ** ** |       | **46.0**             |       | 54.6                 | ** ** | 49.3                 |       |                | **62.3**   |                | 78.9       |                | 87.1       |   |
|                         |       |       |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| Add                          |       |       |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| funding costs                | ** ** | ** ** |       | **5.6**              |       | 4.3                  | ** ** | 10.0                 |       |                | **7.6**    |                | 6.3        |                | 17.7       |   |
| foreign exchange loss        | ** ** | ** ** |       | **0.2**              |       | —               | ** ** | —               |       |                | **0.3**    |                | —     |                | 0.1        |   |
| **Borrowing costs**          | ** ** | ** ** |       | **51.8**             |       | 58.9                 | ** ** | 59.3                 |       |                | **70.2**   |                | 85.2       |                | 104.9      |   |
| Less interest income         |       | 5          | ** ** | **19.5**             |       | 11.7                 |       | 0.3                  | ** ** | ** **          | **26.1**   |                | 16.4       |                | 0.6        |   |
| **Net finance expense**      | ** ** | ** ** |       | **32.3**             |       | 47.2                 |       | 59.0                 | ** ** | ** **          | **44.1**   |                | 68.8       |                | 104.3      |   |

 

**7****              DEPRECIATION,DEPLETION AND AMORTISATION**

 
| Amounts incurred for

depreciation, depletion

and amortisation of | ** ** | ** ** |   | ** ** |   |   |   |   | ** ** | ** ** | ** ** |   |   |   |   |   |
|--------------------------------------------------------------------|------------|------------|--------|------------|--------|--------|--------|--------|------------|------------|------------|--------|--------|--------|--------|--------|
| deferred costs and other non-current assets                        | ** ** | ** ** |   | **10.8**   |   | 11.5   |   | 11.4   | ** ** | ** ** | **14.7**   |   | 16.6   |   | 20.1   |   |
| goodwill                                                           | ** ** | ** ** |   | **56.3**   |   | 56.5   |   | 47.1   | ** ** | ** ** | **76.2**   |   | 81.3   |   | 83.0   |   |
| property, plant and equipment                                      | ** ** | ** ** |   | **179.8**  |   | 161.7  |   | 146.9  | ** ** | ** ** | **243.3**  |   | 232.5  |   | 259.7  |   |
| other intangibles                                                  | ** ** | ** ** |   | **3.6**    |   | 4.5    |   | 5.2    | ** ** | ** ** | **4.9**    |   | 6.5    |   | 9.2    |   |
| **Total depreciation, depletion and  amortisation**                | ** ** | ** ** |   | **250.5**  |   | 234.2  |   | 210.6  | ** ** | ** ** | **339.1**  |   | 336.9  |   | 372.0  |   |

 

**8****            ****DIVIDENDS**

 
| ** **                                           | ** ** | **DATE**               | ** ** | **DATE**               | ** ** | **AMOUNT PER SHARE**   | ** ** | **TOTAL AMOUNT**      | ** ** |
|------------------------------------------------------|------------|------------------------|------------|------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                           | ** ** | **DECLARED**           | ** ** | **PAID / PAYABLE**     | ** ** | **(AUSTRALIAN CENTS)** | ** ** | **(A$ MILLION)** | ** ** |
| **RECOGNISED IN 2004**                               |       |                   |       |                   |       |                   |       |                  |       |
| Final dividend year ended March 31,  2003 (a)   |       | May 20, 2003      |       | July 3, 2003      |       | 7                      |       | 66.1                  |       |
| Interim dividend year ended March 31,  2004 (b) |       | November 18, 2003 |       | December 15, 2003 |       | 6                      |       | 56.7                  |       |
| **Total recognised**                                 |       |                   |       |                   |       | 13                     |       | 122.8                 |       |
|                                                 |       |                   |       |                   |       |                   |       |                  |       |
| **RECOGNISED IN 2005**                               |       |                   |       |                   |       |                   |       |                  |       |
| Final dividend year ended March 31,  2004 (b)   |       | May 25, 2004      |       | July 2, 2004      |       | **8**                  | ** ** | **75.5**              | ** ** |
| Interim dividend year ended March 31,  2005 (b) |       | November 16, 2004 |       | December 13, 2004 | ** ** | **7**                  | ** ** | **65.9**              | ** ** |
| **Total recognised**                                 | ** ** | ** **             | ** ** | ** **             | ** ** | **15**                 | ** ** | **141.4**             | ** ** |
| ** **                                           | ** ** | ** **             | ** ** | ** **             | ** ** | ** **             | ** ** | ** **            | ** ** |
| **UNRECOGNISED**                                     |       |                   |       |                   |       |                   |       |                  |       |
| Final dividend year ended March 31, 2005  (c)   |       | May 12, 2005      |       | July 1, 2005      |       | **14**                 | ** ** | **131.8**             | ** ** |

 

----

(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.

(c) 60 per cent franked at the Australian corporate tax rate of 30 per cent.

 

Dividends declared during the year ended March 31, 2005 have beenrecognised in the financial report.  Thefinal dividend in respect of ordinary shares for the year ended March 31,2005 has not been recognised in this financial report because it was declaredafter March 31, 2005.

 

On April 15, 2005 Rinker announced a change in the conversionratio of Rinker American Depositary Receipts (ADRs).  Effective April 27, 2005, ADRs, whichpreviously represented 10 Rinker ordinary shares, will represent five Rinkerordinary shares.  This change had noimpact on the contributed equity of Rinker Group Limited.  Holders of Rinker American DepositaryReceipts (ADRs) in the United States, will receive a dividend equivalent to 70Australian cents per ADR, or five times the dividend per ordinary share notedabove.

 

The adjusted franking account balance as at March 31, 2005 wasA$16.8 million (2004: A$6.2 million).

 

F-19

----

 

**9****             ****INCOME TAX**

 

**INCOME TAX EXPENSE**

 

Reconciliationof income tax expense charged to the statement of financial performance withincome tax calculated on profit from ordinary activities before income tax:

 
| ** **                                                                  | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|-----------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|---------------------|------------|
| **YEAR ENDED MARCH 31**                                                | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2003**             | ** ** | **2005**            | ** ** | **2004**            | ** ** | **2003**            | ** ** |
| **Profit from ordinary activities before  income tax**                      | ** ** | **674.4**            |       | 445.5                |       | 334.8                | ** ** | ** **          | **913.0**  |                | 644.5      |                | 593.8      |   |
|                                                                        |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| **Income tax expense calculated at 30%**                                    | ** ** | **202.3**            |       | 133.7                |       | 100.4                | ** ** | ** **          | **273.9**  |                | 193.4      |                | 178.1      |   |
| **Increase (decrease) in income tax expense  due to**                       |       |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| Overseas tax rate differential                                              | ** ** | **39.1**             | ** ** | 20.9                 |       | 23.4                 |       |                | **53.0**   | ** **          | 30.1       |                | 41.8       |   |
| Non-tax deductible depreciation and  amortisation                           | ** ** | **13.5**             | ** ** | 15.8                 |       | 8.5                  |       |                | **18.3**   | ** **          | 22.8       |                | 15.4       |   |
| Non-tax deductible other expenditures                                       | ** ** | **4.8**              | ** ** | 2.6                  |       | 1.4                  |       |                | **6.5**    | ** **          | 3.7        |                | 2.6        |   |
| Income tax (over) provided in previous  years                               | ** ** | **(9.7**             | **)**      | (12.4                | )          | (0.6                 | )          |                | **(12.9**  | **)**               | (17.4      | )                   | (1.1       | ) |
| Tax depletion of mineral reserves                                           | ** ** | **(5.9**             | **)**      | (5.8                 | )          | (3.4                 | )          |                | **(8.0**   | **)**               | (8.4       | )                   | (6.1       | ) |
| Other items                                                                 | ** ** | **(2.7**             | **)**      | (4.0                 | )          | (1.7                 | )          |                | **(3.5**   | **)**               | (4.8       | )                   | (2.9       | ) |
| Asian trading (profits) not previously  recognised                          | ** ** | **(0.5**             | **)**      | (1.3                 | )          | (0.5                 | )          |                | **(0.7**   | **)**               | (2.0       | )                   | (0.9       | ) |
| Equity accounted associates’ profit/rebate  on dividends received      | ** ** | **(5.1**             | **)**      | (0.6                 | )          | (4.8                 | )          |                | **(7.0**   | **)**               | (1.0       | )                   | (8.4       | ) |
| Non-tax deductible other income                                             | ** ** | **—**           | ** ** | (0.1                 | )          | —               |       |                | **—** | ** **          | (0.2       | )                   | —     |   |
| Asset disposals and writedowns                                              | ** ** | **1.1**              | ** ** | —               |       | (2.1                 | )          |                | **1.5**    | ** **          | —     |                | (3.7       | ) |
| Research and development concessions                                        | ** ** | **(0.1**             | **)**      | —               |       | (0.2                 | )          |                | **(0.1**   | **)**               | —     |                | (0.4       | ) |
| Non assessable interest on deferred  payments from sale of business         | ** ** | **—**           | ** ** | —               |       | (3.6                 | )          |                | **—** | ** **          | —     |                | (6.3       | ) |
| **Total income tax expense on profit from  ordinary activities**            | ** ** | **236.8**            | ** ** | 148.8                |       | 116.8                |       |                | **321.0**  | ** **          | 216.2      |                | 208.1      |   |
|                                                                        |       |                 | ** ** |                 |       |                 |       |                |       | ** **          |       |                |       |   |
| **Total income tax expense comprises**                                      |       |                 | ** ** |                 |       |                 |       |                |       | ** **          |       |                |       |   |
| Additions to provision for current income  tax liability                    | ** ** | **228.8**            | ** ** | 157.9                |       | 99.1                 |       |                | **310.2**  | ** **          | 228.9      |                | 177.2      |   |
| Additions to (deductions from) provision  for deferred income tax liability | ** ** | **22.9**             | ** ** | (5.4                 | )          | 11.1                 |       |                | **30.9**   | ** **          | (7.1       | )                   | 19.6       |   |
| (Deductions from) additions to deferred  income tax assets                  | ** ** | **(14.9**            | **)**      | (3.7                 | )          | 6.6                  |       |                | **(20.1**  | **)**               | (5.6       | )                   | 11.3       |   |
| **Total income tax expense on profit from  ordinary activities**            |       | **236.8**            | ** ** | 148.8                |       | 116.8                |       |                | **321.0**  | ** **          | 216.2      |                | 208.1      |   |

 

Legislation to allow groups, comprising a parent entity and itsAustralian resident wholly-owned entities, to elect to consolidate and betreated as a single entity for income tax purposes was substantively enacted onOctober 21, 2002.  Rinker and itswholly-owned Australian resident entities are eligible to consolidate for taxpurposes under this legislation and have elected to be taxed as a single entitywith effect from April 12, 2003. The Australian Taxation Office has been provided with formalnotification of Rinker’s implementation of the tax consolidation system.  The head entity within the tax-consolidatedgroup for the purposes of the tax consolidation system is Rinker Group Limited.

 

The components of income taxexpense consist of the following:

 
| Current                           |       |       | ** ** |   |   |   |   |   |       | ** ** |   |   |   |   |
|-----------------------------------|------------|------------|------------|--------|--------|--------|--------|--------|------------|------------|--------|--------|--------|--------|
| Australian                        | ** ** | **45.9**   | ** ** | 41.3   |   | 10.3   |   |   | **62.6**   | ** ** | 59.0   |   | 19.0   |   |
| US                                | ** ** | **182.9**  | ** ** | 116.6  |   | 88.8   |   |   | **247.6**  | ** ** | 169.9  |   | 158.1  |   |
| Other foreign                     | ** ** | **—** | ** ** | — |   | — |   |   | **—** | ** ** | — |   | 0.1    |   |
| Total current income tax expense  | ** ** | **228.8**  | ** ** | 157.9  |   | 99.1   |   |   | **310.2**  | ** ** | 228.9  |   | 177.2  |   |
| Deferred                          |       |       | ** ** |   |   |   |   |   |       | ** ** |   |   |   |   |
| Australian                        | ** ** | **(0.7**   | **)**      | (8.3   | )      | (2.1   | )      |   | **(1.1**   | **)**      | (11.5  | )      | (3.8   | )      |
| US                                | ** ** | **8.7**    | ** ** | (0.8   | )      | 19.8   |   |   | **11.9**   | ** ** | (1.2   | )      | 34.8   |   |
| Other foreign                     | ** ** | **—** | ** ** | — |   | — |   |   | **—** | ** ** | — |   | (0.1   | )      |
| Total deferred income tax expense | ** ** | **8.0**    | ** ** | (9.1   | )      | 17.7   |   |   | **10.8**   | ** ** | (12.7  | )      | 30.9   |   |
| Total income tax expense          | ** ** | **236.8**  | ** ** | 148.8  |   | 116.8  |   |   | **321.0**  | ** ** | 216.2  |   | 208.1  |   |

 

The significant timing differences are asfollows:

 
| Future income tax benefit arising from                          |       |       |   |   |   |   |       |       |       |   |   |   |   |   |
|-----------------------------------------------------------------|------------|------------|--------|--------|--------|--------|------------|------------|------------|--------|--------|--------|--------|--------|
| Provisions (a)                                                  | ** ** | **64.7**   |   | 56.2   |   | 48.5   | ** ** | ** ** | **83.9**   |   | 74.4   |   | 80.8   |   |
| Tax losses (including the valuation  allowance shown below) (b) | ** ** | **—** |   | 2.3    |   | 11.4   | ** ** | ** ** | **—** |   | 3.0    |   | 18.9   |   |
| Other (c)                                                       | ** ** | **11.0**   |   | 3.3    |   | 2.2    | ** ** | ** ** | **14.2**   |   | 4.4    |   | 3.7    |   |
| Total deferred income tax assets                                | ** ** | **75.7**   |   | 61.8   |   | 62.1   | ** ** | ** ** | **98.1**   |   | 81.8   |   | 103.4  |   |
| Valuation allowance not brought to account                      | ** ** | **—** |   | (1.6   | )      | (1.4   | )          |       | **—** |   | (2.1   | )      | (2.3   | )      |
| Net deferred income tax assets                                  | ** ** | **75.7**   |   | 60.2   |   | 60.7   | ** ** | ** ** | **98.1**   |   | 79.7   |   | 101.1  |   |
|                                                            |       |       |   |   |   |   |       |       |       |   |   |   |   |   |
| Deferred income tax liabilities                                 |       |       |   |   |   |   |       |       |       |   |   |   |   |   |
| Fixed asset depreciation (d)                                    | ** ** | **202.8**  |   | 197.2  |   | 169.7  | ** ** | ** ** | **263.0**  |   | 261.2  |   | 282.5  |   |
| Spares and stores (e)                                           | ** ** | **0.3**    |   | 0.6    |   | 7.3    | ** ** | ** ** | **0.4**    |   | 0.8    |   | 12.2   |   |
| Inventory and deferred stripping                                | ** ** | **15.7**   |   | 8.2    |   | 1.1    | ** ** | ** ** | **20.3**   |   | 10.9   |   | 1.8    |   |
| Prepayments                                                     | ** ** | **8.0**    |   | 8.8    |   | 5.8    | ** ** | ** ** | **10.4**   |   | 11.6   |   | 9.6    |   |
| Other (c)                                                       | ** ** | **19.5**   |   | 8.0    |   | 18.7   | ** ** | ** ** | **25.3**   |   | 10.6   |   | 31.3   |   |
| Total deferred income tax liabilities                           | ** ** | **246.3**  |   | 222.8  |   | 202.6  | ** ** | ** ** | **319.4**  |   | 295.1  |   | 337.4  |   |

 

F-20

----

 
| ** **                                                                                 | ** **                | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|--------------------------------------------------------------------------------------------|---------------------------|----------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|---------------------|------------|
| **YEAR ENDED MARCH 31**                                                               | ** **                | **2005**             | ** ** | **2004**             | ** ** | **2003**             | ** ** | **2005**            | ** ** | **2004**            | ** ** | **2003**            | ** ** |
| **9**** ****INCOME TAX (CONTINUED)**                                                  |                      |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| **Analysis of total income tax expense**                                                   |                      |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| Income tax expense on operating profit                                                     | ** **                | **236.8**            |       | 148.8                |       | 116.8                | ** ** | ** **          | **321.0**  |                | 216.2      |                | 208.1      |   |
| ** **                                                                                 |                      | **236.8**            |       | 148.8                |       | 116.8                | ** ** | ** **          | **321.0**  |                | 216.2      |                | 208.1      |   |
| ** **                                                                                 | ** **                | ** **           |       |                 |       |                 | ** ** | ** **          | ** ** |                |       |                |       |   |
| **Deferred income tax assets attributable to  tax losses carried forward as an asset (f)** | ** **                | **—**           |       | 0.7                  |       | 10.0                 | ** ** | ** **          | **—** |                | 0.9        |                | 16.6       |   |
|                                                                                       |                      |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| **Deferred income tax assets not taken to  account (valuation allowance) (g) (h)**    | ** **                | **—**           |       | 1.6                  |       | 1.4                  | ** ** | ** **          | **—** |                | 2.1        |                | 2.3        |   |
|                                                                                       |                      |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| **Tax losses**                                                                             |                      |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| The tax losses carried forward expire as  summarised below (i)                             |                      |                 |       |                 |       |                 |       |                |       |                |       |                |       |   |
| US                                                                                         | expiration  2012 - 2020   |                 | **—** |                 | —     |                 | 3.1        | ** **          | ** ** | **—**          |       | —              |       | 5.1 |   |
| US                                                                                         | unlimited  expiration (j) |                 | **—** |                 | 0.3        |                 | 6.8        | ** **          | ** ** | **—**          |       | 0.4                 |       | 11.3 |   |
| Australia                                                                                  | unlimited  expiration     |                 | **—** |                 | 0.4        |                 | 0.2        | ** **          | ** ** | **—**          |       | 0.5                 |       | 0.4 |   |
| Other                                                                                      | expiration  2004 - 2009   |                 | **—** |                 | 1.6        |                 | 1.3        | ** **          | ** ** | **—**          |       | 2.1                 |       | 2.1 |   |
|                                                                                       |                      |                 | **—** |                 | 2.3        |                 | 11.4       | ** **          | ** ** | **—**          |       | 3.0                 |       | 18.9 |   |

 

**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 from July 1,2003 the withholding tax rate applicable to dividend payments from Rinker groupcompanies in the US to Rinker group companies in Australia became nil.  Dividends from Rinker group companies inChina are not subject to Chinese withholding taxes.

 

**VALUATION ALLOWANCE**

The net change in the valuation allowance for deferred income taxassets was a decrease of US$1.6 million (A$2.1 million) in 2005, an increase ofUS$0.2 million (decrease of A$0.2 million) in 2004 and a decrease of US$3.6million (A$7.2 million) in 2003.  Thevaluation allowance related primarily to income tax losses, with the allowancerecorded due to the uncertainty of whether these losses may ultimately berealised.

 

----

| (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$nil (A$nil) (2004: US$1.6 million  (A$2.1million), 2003: US$1.4 million (A$2.3 million)).                                                       |
| (g) | Includes  capital gains tax losses US$nil (A$nil) (2004: US$nil (A$nil), 2003: US$0.1  million (A$0.2 million)).                                                                   |
| (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 in the United States.                                                                                                                  |

 

F-21

----

 

**10****          ****CASH**

 
| ** **                    | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|-------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**       | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
|                          |       |                 |       |                 |       |                |       |                |       |
| Cash at banks and on hand     | ** ** | **57.0**             |       | 55.8                 | ** ** | ** **          | **73.9**   |                | 74.0       |   |
| Short-term loans and deposits | ** ** | **531.2**            |       | 272.7                | ** ** | ** **          | **688.7**  |                | 361.1      |   |
| **Cash assets**               | ** ** | **588.2**            |       | 328.5                | ** ** | ** **          | **762.6**  |                | 435.1      |   |

 

**11****           RECEIVABLES**

 
| **CURRENT**                                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|--------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Trade receivables                                | ** ** | **580.2**  |       | 512.5      | ** ** | ** ** | **752.3**  |       | 678.8      |       |
| Provision for doubtful debts (a)                 | ** ** | **(23.8**  | **)**      | (14.4      | )          |       | **(30.9**  | **)**      | (19.1      | )          |
| ** **                                       |       | **556.4**  |       | 498.1      | ** ** | ** ** | **721.4**  |       | 659.7      |       |
| Loans to and receivables from associate entities | ** ** | **0.2**    |       | 11.3       | ** ** | ** ** | **0.2**    |       | 15.0       |       |
| Divestment debtors                               | ** ** | **1.6**    |       | —     | ** ** | ** ** | **2.1**    |       | —     |       |
| Other loans and receivables                      | ** ** | **32.1**   |       | 29.1       | ** ** | ** ** | **41.6**   |       | 38.5       |       |
| ** **                                       |       | **33.9**   |       | 40.4       | ** ** | ** ** | **43.9**   |       | 53.5       |       |
| **Total current receivables**                    | ** ** | **590.3**  |       | 538.5      | ** ** | ** ** | **765.3**  |       | 713.2      |       |
|                                             |       |       |       |       |       |       |       |       |       |       |
| **NON-CURRENT**                                  |       |       |       |       |       |       |       |       |       |       |
|                                             |       |       |       |       |       |       |       |       |       |       |
| Loans to employees                               | ** ** | **2.0**    | ** ** | **—** | ** ** | ** ** | **2.6**    |       | —     |       |
| Loans to associate entities                      | ** ** | **74.6**   |       | 84.6       | ** ** | ** ** | **96.7**   |       | 112.1      |       |
| Other loans                                      | ** ** | **4.8**    |       | 5.1        | ** ** | ** ** | **6.3**    |       | 6.7        |       |
| Term receivables                                 | ** ** | **—** |       | 0.1        | ** ** | ** ** | **—** |       | 0.2        |       |
| **Total non-current receivables**                | ** ** | **81.4**   |       | 89.8       | ** ** | ** ** | **105.6**  |       | 119.0      |       |

 

----

(a)           Provision for doubtful debts as detailedbelow:

 
| **US$ MILLION**          | ** ** | **OPENING** | ** ** | ** **   | ** ** | **NET**     | ** ** | **FOREIGN**  | ** ** | **(ACQUISITIONS)/** | ** ** | **CLOSING** | ** ** |
|-------------------------------|------------|-------------|------------|--------------|------------|-------------|------------|--------------|------------|---------------------|------------|-------------|------------|
| **YEAR ENDING MARCH 31** | ** ** | **BALANCE** | ** ** | **PROVIDED** | ** ** | **CHARGED** | ** ** | **EXCHANGE** | ** ** | **DISPOSALS**       | ** ** | **BALANCE** | ** ** |
| ** **                    | ** ** | ** **  | ** ** | ** **   | ** ** | ** **  | ** ** | ** **   | ** ** | ** **          | ** ** | ** **  | ** ** |
| 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       | )          |
| **2005**                      | ** ** | **(14.4**   | **)**      | **(13.2**    | **)**      | **4.0**     | ** ** | **(0.5**     | **)**      | **0.3**             | ** ** | **(23.8**   | **)**      |
|                          |       |        |       |         |       |        |       |         |       |                |       |        |       |
|                          |       |        |       |         |       |        |       |         |       |                |       |        |       |
| **A$ MILLION**           | ** ** | **OPENING** | ** ** | ** **   | ** ** | **NET**     | ** ** | **FOREIGN**  | ** ** | **(ACQUISITIONS)/** | ** ** | **CLOSING** | ** ** |
| **YEAR ENDING MARCH 31** | ** ** | **BALANCE** | ** ** | **PROVIDED** | ** ** | **CHARGED** | ** ** | **EXCHANGE** | ** ** | **DISPOSALS**       | ** ** | **BALANCE** | ** ** |
| ** **                    | ** ** | ** **  | ** ** | ** **   | ** ** | ** **  | ** ** | ** **   | ** ** | ** **          | ** ** | ** **  | ** ** |
| 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       | )          |
| **2005**                      | ** ** | **(19.1**   | **)**      | **(18.1**    | **)**      | **5.3**     | ** ** | **0.6**      | ** ** | **0.4**             | ** ** | **(30.9**   | **)**      |

 

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) writtenback as other expenses from ordinary activities.

 

In2004, 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.

 

In 2005, the US$13.2 million(A$18.1 million) provided was made up of US$13.0 million (A$17.9 million)provided as operating expense, and US$0.2 million (A$0.2 million) provided asother expense from ordinary activities.

 

F-22

----

 

**12****           INVENTORIES**

 
| ** **                               | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**                  | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
|                                     |       |                 |       |                 |       |                |       |                |       |
| **CURRENT (a)**                          |       |                 |       |                 |       |                |       |                |       |   |
| Raw and process materials and stores     | ** ** | **74.4**             |       | 62.8                 | ** ** | ** **          | **96.4**   |                | 83.2       |   |
| Work in progress                         | ** ** | **19.8**             |       | 16.8                 | ** ** | ** **          | **25.7**   |                | 22.2       |   |
| Finished goods                           | ** ** | **206.7**            |       | 184.3                | ** ** | ** **          | **268.1**  |                | 244.1      |   |
| **Total current inventories**            | ** ** | **300.9**            |       | 263.9                | ** ** | ** **          | **390.2**  |                | 349.5      |   |
|                                     |       |                 |       |                 |       |                |       |                |       |   |
| **NON-CURRENT**                          |       |                 |       |                 |       |                |       |                |       |   |
| Raw and process materials and stores (a) | ** ** | **10.0**             |       | 12.3                 | ** ** | ** **          | **13.0**   |                | 16.4       |   |
| Land held for sale                       |       |                 |       |                 |       |                |       |                |       |   |
| at cost                                  | ** ** | **15.9**             |       | 3.0                  | ** ** | ** **          | **20.7**   |                | 4.0        |   |
| at net realisable value                  | ** ** | **25.4**             |       | 26.8                 | ** ** | ** **          | **32.8**   |                | 35.3       |   |
| **Total non-current inventories**        | ** ** | **51.3**             |       | 42.1                 | ** ** | ** **          | **66.5**   |                | 55.7       |   |

 

----

(a)           Allraw and process materials and stores, work in progress and finished goods arevalued at cost.

 

**13****           INVESTMENTS ACCOUNTEDFOR USING THE EQUITY METHOD**

 
| Shares in associate companies (a) (b)                   | ** ** | **134.6** |   | 119.4 | ** ** | ** ** | **174.6** |   | 158.1 |   |
|--------------------------------------------------------------|------------|-----------|--------|-------|------------|------------|-----------|--------|-------|--------|
| Interests in partnerships (b)                                | ** ** | **27.9**  |   | 24.0  | ** ** | ** ** | **36.1**  |   | 31.8  |   |
| **Total investments accounted for using the  equity method** | ** ** | **162.5** |   | 143.4 | ** ** | ** ** | **210.7** |   | 189.9 |   |

 

----

(a)           Notquoted on stock exchanges.

(b)           Detailsof investments in associate entities are shown in Note 34.

 

**14****           OTHER FINANCIAL ASSETS**

 
| Investments at valuation (a)     | ** ** | **22.5** |   | 13.5 | ** ** | ** ** | **29.2** |   | 17.8 |   |
|----------------------------------|------------|----------|--------|------|------------|------------|----------|--------|------|--------|
| **Total other financial assets** | ** ** | **22.5** |   | 13.5 | ** ** | ** ** | **29.2** |   | 17.8 |   |

 

----

(a)           Notquoted on stock exchanges.

 

F-23

----

 

**15****          ****PROPERTY, PLANT AND EQUIPMENT (a)**

 
| ** **                                        | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** **   | **A$ MILLION** | ** ** |
|---------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|--------------|---------------------|------------|
| **AS AT MARCH 31**                           | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** **   | **2004**            | ** ** |
| ** **                                        | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** **   | ** **          | ** ** |
| **LAND AND BUILDINGS**                            |       |                 |       |                 |       |                |         |                |       |   |
| At cost                                           | ** ** | **532.2**            |       | 514.9                | ** ** | ** **          | **690.1**    |                | 681.4      |   |
| Accumulated depreciation                          | ** ** | **(54.7**            | **)**      | (42.2                | )          |                | **(71.0**    | **)**               | (55.5      | ) |
| **Total land and buildings (b)**                  | ** ** | **477.5**            | ** ** | 472.7                |       |                | **619.1**    | ** **          | 625.9      |   |
|                                              |       |                 | ** ** |                 |       |                |         | ** **          |       |   |
| **PLANT AND EQUIPMENT**                           |       |                 | ** ** |                 |       |                |         | ** **          |       |   |
| At cost                                           | ** ** | **1,936.1**          | ** ** | 1,823.0              |       |                | **2,510.1**  | ** **          | 2,405.7    |   |
| Accumulated depreciation                          | ** ** | **(810.6**           | **)**      | (739.6               | )          |                | **(1,050.9** | **)**               | (971.1     | ) |
| **Total plant and equipment**                     | ** ** | **1,125.5**          | ** ** | 1,083.4              |       |                | **1,459.2**  | ** **          | 1,434.6    |   |
|                                              |       |                 | ** ** |                 |       |                |         | ** **          |       |   |
| **QUARRY AND OTHER RAW MATERIAL RESERVES**        |       |                 | ** ** |                 |       |                |         | ** **          |       |   |
| At cost                                           | ** ** | **191.1**            | ** ** | 185.6                |       |                | **247.8**    | ** **          | 245.0      |   |
| Accumulated depletion                             | ** ** | **(35.8**            | **)**      | (26.0                | )          |                | **(46.4**    | **)**               | (33.7      | ) |
| **Total quarry and other raw material  reserves** | ** ** | **155.3**            | ** ** | 159.6                |       |                | **201.4**    | ** **          | 211.3      |   |
| **Total property, plant and equipment**           | ** ** | **1,758.3**          | ** ** | 1,715.7              |       |                | **2,279.7**  | ** **          | 2,271.8    |   |

 

----

(a)                                  The economic lifeover which assets are depreciated is: Buildings - up to 40 years; Plant and equipment- 1 to 30 years; Quarry and other raw material reserves - 1 to 40 years. Theweighted average life is: Buildings - 24 years; Plant and equipment - 11 years;Quarry and other raw material reserves - 15 years.

 

(b)                                 Land and buildingsacquired prior to August 2002, owned by the consolidated entity, wereindependently valued as at December 31, 2003.  Land held for development and sale andproperties used in quarrying were not included in this valuation.  Virtually all such valuations wereindependent and carried out by Jones Lang LaSalle Pty Ltd in Australia andChina, 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’srequirements, where an open market value was used.  The results of these valuations were notmaterially different from the carrying values above.

 

 

**16****          ****MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT**

 
| **US$ MILLION  YEAR ENDED MARCH 31, 2005** | ** ** | **LAND AND  BUILDINGS** | ** ** | **PLANT AND  EQUIPMENT** | ** ** | **QUARRY AND OTHER  RAW MATERIALS  RESERVES** | ** ** |
|------------------------------------------------------|------------|-------------------------|------------|--------------------------|------------|-----------------------------------------------|------------|
| Balance at the beginning  of the financial year      |       | 472.7                   |       | 1,083.4                  |       | 159.6                                         | ** ** |
| acquired                                             |       | 50.0                    |       | 240.8                    |       | 5.8                                           | ** ** |
| disposed of                                          |       | (28.4                   | )          | (41.6                    | )          | (0.6                                          | )          |
| depreciation, depletion and amortisation             |       | (17.1                   | )          | (152.2                   | )          | (10.5                                         | )          |
| foreign currency translation                         |       | 3.0                     |       | 6.3                      |       | 0.7                                           |       |
| reclassifications and other                          |       | (2.7                    | )          | (11.2                    | )          | 0.3                                           |       |
| **Balance at the end of the  financial year**        | ** ** | 477.5                   |       | 1,125.5                  |       | 155.3                                         |       |
| ** **                                           | ** ** | ** **              | ** ** | ** **               | ** ** | ** **                                    | ** ** |
| **A$ MILLION**                                  | ** ** | ** **              | ** ** | ** **               | ** ** | ** **                                    | ** ** |
| Balance at the beginning  of the financial year      |       | 625.9                   |       | 1,434.6                  |       | 211.3                                         | ** ** |
| acquired                                             |       | 66.8                    |       | 326.3                    |       | 7.6                                           | ** ** |
| disposed of                                          |       | (36.4                   | )          | (54.0                    | )          | (0.8                                          | )          |
| depreciation, depletion and amortisation             |       | (23.2                   | )          | (206.0                   | )          | (14.1                                         | )          |
| foreign currency translation                         |       | (10.6                   | )          | (27.0                    | )          | (3.0                                          | )          |
| reclassifications and other                          |       | (3.4                    | )          | (14.7                    | )          | 0.4                                           |       |
| **Balance at the end of the financial year**         |       | 619.1                   |       | 1,459.2                  |       | 201.4                                         |       |

 

F-24

----

 

**17****           INTANGIBLES**

 
| ** **                  | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** **  | **A$ MILLION** | ** ** |
|-----------------------------|------------|----------------------|------------|----------------------|------------|---------------------|-------------|---------------------|------------|
| **AS AT MARCH 31**     | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** **  | **2004**            | ** ** |
| ** **                  | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** **  | ** **          | ** ** |
| **GOODWILL**                |       |                 |       |                 |       |                |        |                |       |   |
| At cost                     | ** ** | **1,042.9**          |       | 1,082.1              | ** ** | ** **          | **1,352.1** |                | 1,432.8    |   |
| Accumulated amortisation    | ** ** | **(294.2**           | **)**      | (261.4               | )          |                | **(381.4**  | **)**               | (346.1     | ) |
| **Total goodwill**          | ** ** | **748.7**            |       | 820.7                | ** ** | ** **          | **970.7**   |                | 1,086.7    |   |
|                        |       |                 |       |                 |       |                |        |                |       |   |
| **OTHER INTANGIBLES**       |       |                 |       |                 |       |                |        |                |       |   |
| At cost                     | ** ** | **26.3**             |       | 41.5                 | ** ** | ** **          | **34.1**    |                | 54.9       |   |
| Accumulated amortisation    | ** ** | **(13.2**            | **)**      | (23.4                | )          |                | **(17.1**   | **)**               | (30.9      | ) |
| **Total other intangibles** | ** ** | **13.1**             |       | 18.1                 | ** ** | ** **          | **17.0**    |                | 24.0       |   |
| **Total intangibles**       | ** ** | **761.8**            |       | 838.8                | ** ** | ** **          | **987.7**   |                | 1,110.7    |   |

 

The weighted average amortisation period for goodwill is currently 20years.  The goodwill amortisation chargeis expected to be nil in the year ending March 31, 2006, following theadoption of A-IFRS.

 

The weighted average amortisation period for other intangibles is eightyears.  Future amortisation charges areexpected to be similar to the US$3.6 million (A$4.9 million) charge in the yearended March 31, 2005.

 

**18****          ****OTHER ASSETS**

 
| **CURRENT**                        | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Prepayments                        | ** ** | **18.9**   |       | 46.5       | ** ** | ** ** | **24.5**   |       | 61.6       |       |
| Deferred costs (a)                 | ** ** | **4.7**    |       | 8.3        | ** ** | ** ** | **6.0**    |       | 10.9       |       |
| **Total other current assets**     | ** ** | **23.6**   |       | 54.8       | ** ** | ** ** | **30.5**   |       | 72.5       |       |
|                               |       |       |       |       |       |       |       |       |       |       |
| **NON-CURRENT**                    |       |       |       |       |       |       |       |       |       |       |
| Prepayments                        | ** ** | **8.2**    |       | —     | ** ** | ** ** | **10.7**   |       | —     |       |
|                               |       |       |       |       |       |       |       |       |       |       |
| Deferred costs (a)                 | ** ** | **43.0**   |       | 43.6       | ** ** | ** ** | **55.8**   |       | 57.7       |       |
| Accumulated amortisation           | ** ** | **(17.9**  | **)**      | (17.8      | )          |       | **(23.2**  | **)**      | (23.6      | )          |
| ** **                         |       | **25.1**   |       | 25.8       | ** ** | ** ** | **32.6**   |       | 34.1       |       |
|                               |       |       |       |       |       |       |       |       |       |       |
| Software and system development    | ** ** | **48.6**   |       | 49.3       | ** ** | ** ** | **62.9**   |       | 65.3       |       |
| Accumulated amortisation           | ** ** | **(38.4**  | **)**      | (34.6      | )          |       | **(49.7**  | **)**      | (45.8      | )          |
| ** **                         |       | **10.2**   |       | 14.7       | ** ** | ** ** | **13.2**   |       | 19.5       |       |
| Other                              | ** ** | **0.4**    |       | 0.3        | ** ** | ** ** | **0.4**    |       | 0.4        |       |
| **Total non-current other assets** | ** ** | **43.9**   |       | 40.8       | ** ** | ** ** | **56.9**   |       | 54.0       |       |

 

----

(a)           Mainlydeferred quarry establishment costs. Amortised over the life of the quarry.

 

**19****           CURRENT PAYABLES**

 
| Trade payables                | ** ** | **398.1** |   | 360.3 | ** ** | ** ** | **516.2** |   | 477.1 |   |
|-------------------------------|------------|-----------|--------|-------|------------|------------|-----------|--------|-------|--------|
| Employee benefit payables (a) | ** ** | **70.2**  |   | 74.1  | ** ** | ** ** | **91.0**  |   | 98.2  |   |
| Other payables (b)            | ** ** | **26.4**  |   | 25.4  | ** ** | ** ** | **34.2**  |   | 33.6  |   |
| **Total current payables**    | ** ** | **494.7** |   | 459.8 | ** ** | ** ** | **641.4** |   | 608.9 |   |

 

----

(a)                                  In addition to the employee benefit payablesdisclosed above, US$14.2 million (A$18.5 million) of employee benefits payablesare classified as non-current and included in non-current payables.

 

(b)                                 Included in other payables is a US$5.1million (A$6.6 million) payable secured by mortgage or charge over land.  The carrying amount of the land subject tocharge is US$9.9 million (A$12.8 million).

 

F-25

----

 

**20****           INTEREST-BEARINGLIABILITIES**

 

 
| ** **                                            | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|-------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**                               | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
|                                                  |       |                 |       |                 |       |                |       |                |       |
| **CURRENT**                                           |       |                 |       |                 |       |                |       |                |       |   |
| **Current maturities of long-term borrowings**        |       |                 |       |                 |       |                |       |                |       |   |
| Secured                                               |       |                 |       |                 |       |                |       |                |       |   |
| other facilities (a)                                  | ** ** | **3.1**              |       | 4.9                  | ** ** | ** **          | **4.0**    |                | 6.5        |   |
| Unsecured                                             |       |                 |       |                 |       |                |       |                |       |   |
| bonds                                                 | ** ** | **250.0**            |       | —               | ** ** | ** **          | **324.1**  |                | —     |   |
| other facilities                                      | ** ** | **1.0**              |       | 1.0                  | ** ** | ** **          | **1.3**    |                | 1.3        |   |
| **Total current maturities of long-term  borrowings** |       | **254.1**            |       | 5.9                  | ** ** | ** **          | **329.4**  |                | 7.8        |   |
|                                                  |       |                 |       |                 |       |                |       |                |       |   |
| **Short-term borrowings**                             |       |                 |       |                 |       |                |       |                |       |   |
| Unsecured                                             |       |                 |       |                 |       |                |       |                |       |   |
| bank loans                                            | ** ** | **3.0**              |       | 11.5                 | ** ** | ** **          | **3.9**    |                | 15.2       |   |
| **Total current interest-bearing liabilities**        | ** ** | **257.1**            |       | 17.4                 | ** ** | ** **          | **333.3**  |                | 23.0       |   |
|                                                  |       |                 |       |                 |       |                |       |                |       |   |
| **NON-CURRENT**                                       |       |                 |       |                 |       |                |       |                |       |   |
| **Long-term borrowings**                              |       |                 |       |                 |       |                |       |                |       |   |
| Secured                                               |       |                 |       |                 |       |                |       |                |       |   |
| other facilities (a)                                  | ** ** | **2.5**              |       | 3.2                  | ** ** | ** **          | **3.3**    |                | 4.3        |   |
| Unsecured                                             |       |                 |       |                 |       |                |       |                |       |   |
| bonds                                                 | ** ** | **349.9**            |       | 599.9                | ** ** | ** **          | **453.6**  |                | 794.4      |   |
| commercial paper                                      | ** ** | **248.2**            |       | 24.9                 | ** ** | ** **          | **321.8**  |                | 33.0       |   |
| bank lines                                            | ** ** | **6.0**              |       | 275.0                | ** ** | ** **          | **7.8**    |                | 364.1      |   |
| owing to CSR Limited                                  | ** ** | **4.3**              |       | 8.4                  | ** ** | ** **          | **5.6**    |                | 11.1       |   |
| other facilities                                      | ** ** | **—**           |       | 1.0                  | ** ** | ** **          | **—** |                | 1.3        |   |
| **Total non-current interest-bearing  liabilities**   | ** ** | **610.9**            |       | 912.4                | ** ** | ** **          | **792.1**  |                | 1,208.2    |   |

 

----

(a)                                  Secured or collateralised by a charge overproperty, plant and equipment. The net carrying value of the assets subject tocharge as at March 31, 2005 is US$7.1 million (A$9.2 million) (March 31,2004: US$10.9 million (A$14.4 million)).

 

F-26

----

 

**21****           CREDIT FACILITIES ANDMATURITY PROFILE**

 
| ** **                                                                                 | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|--------------------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**                                                                    | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
| ** **                                                                                 | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** |
| **CURRENT  MATURITIES OF LONG-TERM BORROWINGS ARE REPAYABLE IN THE FOLLOWING CURRENCIES:** |
| United States dollar debt                                                                  | ** ** | **251.8**            |       | 4.1                  | ** ** | ** **          | **326.4**  |                | 5.4        |   |
| Australian dollar debt                                                                     | ** ** | **2.3**              |       | 1.8                  | ** ** | ** **          | **3.0**    |                | 2.4        |   |
| ** **                                                                                 |       | **254.1**            |       | 5.9                  | ** ** | ** **          | **329.4**  |                | 7.8        |   |
|                                                                                       |       |                 |       |                 |       |                |       |                |       |   |
| **CATEGORY OF AGGREGATE SHORT-TERM BORROWINGS**                                            |       |                 |       |                 |       |                |       |                |       |   |
| Chinese renminbi debt                                                                      | ** ** | **3.0**              |       | 11.5                 | ** ** | ** **          | **3.9**    |                | 15.2       |   |
| ** **                                                                                 |       | **3.0**              |       | 11.5                 | ** ** | ** **          | **3.9**    |                | 15.2       |   |
| **Total current interest-bearing liabilities**                                             | ** ** | **257.1**            |       | 17.4                 | ** ** | ** **          | **333.3**  |                | 23.0       |   |
|                                                                                       |       |                 |       |                 |       |                |       |                |       |   |
| **Other current payables**                                                                 | ** ** | **5.5**              |       | 2.6                  | ** ** | ** **          | **7.1**    |                | 3.4        |   |
| **Total current interest-bearing liabilities  and other payables**                         | ** ** | **262.6**            |       | 20.0                 | ** ** | ** **          | **340.4**  |                | 26.4       |   |

 
| **NON-CURRENT  INTEREST-BEARING LIABILITIES AND PAYABLES ARE REPAYABLE IN THE FOLLOWING  CURRENCIES:** |       |
|--------------------------------------------------------------------------------------------------------|------------|
| Australian dollars                                                                                     | ** ** | **4.9** |   | 8.8 | ** ** | ** ** | **6.4** |   | 11.8 |   |
| United States dollars                                                                                  | ** ** | **646.7** |   | 923.0 | ** ** | ** ** | **838.4** |   | 1,222.1 |   |
| Chinese renminbi                                                                                       | ** ** | **6.0** |   | — | ** ** | ** ** | **7.8** |   | — |   |
| ** **                                                                                             |       | **657.6** |   | 931.8 | ** ** | ** ** | **852.6** |   | 1,233.9 |   |
|                                                                                                   |       |   |   |   |   |   |   |   |   |   |
| **Total non-current interest-bearing  liabilities and payables will mature as follows:**               |       |   |   |   |   |   |   |   |   |   |
|                                                                                                   |       |   |   |   |   |   |   |   |   |   |
| Year ending March                                                                                      |       |   |   |   |   |   |   |   |   |   |
| 1 to 2 years                                                                                           | ** ** | **23.9** |   | 273.1 | ** ** | ** ** | **31.0** |   | 361.6 |   |
| 2 to 3 years                                                                                           | ** ** | **14.0** |   | 2.6 | ** ** | ** ** | **18.1** |   | 3.5 |   |
| 3 to 4 years                                                                                           | ** ** | **105.3** |   | 302.1 | ** ** | ** ** | **136.6** |   | 400.0 |   |
| 4 to 5 years                                                                                           | ** ** | **157.1** |   | 1.6 | ** ** | ** ** | **203.8** |   | 2.1 |   |
| 5 to 6 years                                                                                           | ** ** | **205.7** |   | 0.5 | ** ** | ** ** | **266.7** |   | 0.7 |   |
| 6 to 7 years                                                                                           | ** ** | **0.2** |   | 200.3 | ** ** | ** ** | **0.2** |   | 265.3 |   |
| 7 to 8 years                                                                                           | ** ** | **0.2** |   | 0.2 | ** ** | ** ** | **0.2** |   | 0.3 |   |
| 8 to 9 years                                                                                           | ** ** | **0.2** |   | 0.2 | ** ** | ** ** | **0.3** |   | 0.3 |   |
| 9 to 10 years                                                                                          | ** ** | **0.2** |   | 0.3 | ** ** | ** ** | **0.3** |   | 0.4 |   |
| more than 10 years                                                                                     | ** ** | **150.8** |   | 150.9 | ** ** | ** ** | **195.4** |   | 199.7 |   |
| ** **                                                                                             |       | **657.6** |   | 931.8 | ** ** | ** ** | **852.6** |   | 1,233.9 |   |
|                                                                                                   |       |   |   |   |   |   |   |   |   |   |
| ** **                                                                                             | ** ** | ** ** | ** ** | **2005** | ** ** | ** ** | **2004** | ** ** | ** ** | ** ** |
| ** **                                                                                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Weighted average interest rate of aggregate  short-term borrowings**                                 |       |   |   |   |   |   |   |   |   |   |
| Chinese renminbi debt                                                                                  | ** ** | ** ** |   | **4.9****%** | ** ** | ** ** | 4.9**%** |   |   |   |

 

F-27

----

 

**21           CREDIT FACILITIES AND MATURITYPROFILE (CONTINUED)**

 
| ** **                                                         | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|--------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**                                            | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
| ** **                                                         | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** |
| **Non-current interest-bearing liabilities  and payables**         | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** | ** ** |
| **Short-term maturities backed by long-term  credit facilities**   |       |                 |       |                 |       |                |       |                |       |   |
| US dollar debt                                                     |       |                 |       |                 |       |                |       |                |       |   |
| Commercial paper                                                   |       |                 |       |                 |       |                |       |                |       |   |
| (average rate 2005:2.4%, 2004:1.2%) (a)                            | ** ** | **248.2**            |       | 24.9                 | ** ** | ** **          | **321.8**  |                | 33.0       |   |
| Total                                                              | ** ** | **248.2**            |       | 24.9                 | ** ** | ** **          | **321.8**  |                | 33.0       |   |
|                                                               |       |                 |       |                 |       |                |       |                |       |   |
| **Long-term maturities of borrowings (b)**                         |       |                 |       |                 |       |                |       |                |       |   |
| United States dollar debt                                          |       |                 |       |                 |       |                |       |                |       |   |
| US bonds                                                           |       |                 |       |                 |       |                |       |                |       |   |
| maturity July 2005 (2005:6.9%,  2004:6.9%)                    | ** ** | **—**           |       | 250.0                | ** ** | ** **          | **—** |                | 331.0      |   |
| maturity August or December 2010  (2005:4.6%, 2004:4.6%) | ** ** | **200.0**            |       | 200.0                | ** ** | ** **          | **259.3**  |                | 264.8      |   |
| maturity July 2025 (2005:7.7%,  2004:7.7%)                    | ** ** | **149.9**            |       | 149.9                | ** ** | ** **          | **194.3**  |                | 198.5      |   |
| Bank lines (c)                                                     | ** ** | **—**           |       | 275.0                | ** ** | ** **          | **—** |                | 364.1      |   |
| Promissory note (2004:4.0%)                                        | ** ** | **—**           |       | 1.0                  | ** ** | ** **          | **—** |                | 1.3        |   |
| Payables                                                           | ** ** | **46.2**             |       | 19.2                 | ** ** | ** **          | **59.9**   |                | 25.4       |   |
| Other items                                                        | ** ** | **2.4**              |       | 3.0                  | ** ** | ** **          | **3.1**    |                | 4.0        |   |
| Australian dollar debt                                             |       |                 |       |                 |       |                |       |                |       |   |
| Payable                                                            | ** ** | **0.5**              |       | —               | ** ** | ** **          | **0.6**    |                | —     |   |
| Other (average rate 2005:0.8%, 2004:0.5%)                          | ** ** | **4.4**              |       | 8.8                  | ** ** | ** **          | **5.8**    |                | 11.8       |   |
| Chinese renminbi debt                                              |       |                 |       |                 |       |                |       |                |       |   |
| Other (average rate 5.2%)                                          | ** ** | **6.0**              |       | —               | ** ** | ** **          | **7.8**    |                | —     |   |
| Total                                                              | ** ** | **409.4**            |       | 906.9                | ** ** | ** **          | **530.8**  |                | 1,200.9    |   |
| **Total non-current interest-bearing  liabilities and payables**   | ** ** | **657.6**            |       | 931.8                | ** ** | ** **          | **852.6**  |                | 1,233.9    |   |

 

----

(a)                                  During the year endedMarch 31, 2005 US$1,165.1 million (A$1,576.1 million) was drawn andUS$941.8 million (A$1,269.8 million) was repaid on commercial paper borrowings.

 

(b)                                 Certain US$ debt has afloating interest rate.  (Refer to note28 to the financial statements for details). Interest on this debt is based upon 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.

 

(c)                                  Details of long-termcredit facilities are disclosed below.  During the year ended March 31, 2005,US$275 million of borrowings under bank lines were repaid.

 

**COMMERCIAL PAPER.**

Rinker group has a commercial paper program based in the UnitedStates.  The program, which totalsUS$400.0 million, or A$518.6 million (2004: US$400.0 million, or A$529.7million) is an evergreen facility. Drawings on the program are backed by the standby facilities referred tobelow.  As at March 31, 2005 Rinkergroup had US$248.2 million, or A$321.8 million drawn under the facility.

 

**CREDIT FACILITIES.**

Rinker group had total committed credit facilities of US$1,177.5million, or A$1,526.6 million (2004: US$1,077.5 million, or A$1,426.8 million),of which US$670.7 million (A$869.6 million) were undrawn at March 31,2005.  These facilities have fixedmaturity dates ranging between March 2006 and April 2009.  The weighted average commitment fee is 0.12%of the total committed credit facilities. Commitments can be withdrawn following an event of default under thefacility agreements.

 

**OTHER.**

At March 31, 2005, Rinker group entities had in place uncommittedworking capital facilities of US$131.3 million (A$170.2 million) (2004: US$70.0million A$92.7 million)). US$74.9 million (A$97.1 million) in letters of creditor bank guarantees were issued against these working capital facilities at March 31,2005 (2004: US$35.8 million (A$47.3 million).

 

F-28

----

 

**22**** PROVISIONS**

 
| **US$ MILLION**                          | ** ** | **MARCH 31  2004** | ** ** | **RECOGNISED** | ** ** | **ACQUIRED** | ** ** | **SETTLED** | ** ** | **(DISPOSALS)  TRANSFERS** | ** ** | **FOREIGN  CURRENCY  TRANSLATION** |   | **MARCH 31  2005** | ** ** |
|-----------------------------------------------|------------|--------------------|------------|----------------|------------|--------------|------------|-------------|------------|----------------------------|------------|------------------------------------|--------|--------------------|------------|
| ** **                                    | ** ** | ** **         | ** ** | ** **     | ** ** | ** **   | ** ** | ** **  | ** ** | ** **                 | ** ** | ** **                         |   | ** **         | ** ** |
| **CURRENT**                                   |       |               |       |           |       |         |       |        |       |                       |       |                               |   |               |       |
| Employee  entitlements                        |       | 34.1               |       | 52.8           |       | —       |       | (55.1       | )          | (1.2                       | )          | 0.4                                |   | **31.0**           | ** ** |
| Fringe benefits  tax                          |       | 2.2                |       | 2.4            |       | —       |       | (3.9        | )          | —                     |       | (0.1                               | )      | **0.6**            | ** ** |
| Restructure and  rationalisation              |       | 2.6                |       | (1.4           | )          | —       |       | (0.8        | )          | —                     |       | (0.1                               | )      | **0.3**            | ** ** |
| Restoration and  environmental rehabilitation |       | 4.6                |       | (1.0           | )          | —       |       | (1.0        | )          | —                     |       | —                             |   | **2.6**            | ** ** |
| Uninsured losses  and future claims           |       | 30.8               |       | 67.7           |       | —       |       | (72.1       | )          | —                     |       | —                             |   | **26.4**           | ** ** |
| Other                                         |       | 14.6               |       | 0.8            |       | —       |       | (3.7        | )          | —                     |       | —                             |   | **11.7**           | ** ** |
| **Total  current provisions**                 |       | 88.9               |       | 121.3          |       | —       |       | (136.6      | )          | (1.2                       | )          | 0.2                                |   | **72.6**           | ** ** |
|                                          |       |               |       |           |       |         |       |        |       |                       |       |                               |   |               |       |
| **NON-CURRENT**                               |       |               |       |           |       |         |       |        |       |                       |       |                               |   |               |       |
| Employee entitlements                         |       | 17.3               |       | 1.5            |       | —       |       | —      |       | —                     |       | 0.4                                |   | **19.2**           | ** ** |
| Restoration and  environmental rehabilitation |       | 21.2               |       | 3.3            |       | —       |       | —      |       | —                     |       | 0.2                                |   | **24.7**           | ** ** |
| Uninsured losses  and future claims           |       | 32.4               |       | 9.2            |       | —       |       | —      |       | —                     |       | 0.1                                |   | **41.7**           | ** ** |
| Other                                         |       | 0.1                |       | (0.1           | )          | —       |       | —      |       | —                     |       | —                             |   | **—**         | ** ** |
| **Total  non-current provisions**             |       | 71.0               |       | 13.9           |       | —       |       | —      |       | —                     |       | 0.7                                |   | **85.6**           | ** ** |

 
| **US$ MILLION**                          | ** ** | **MARCH 31  2003** | ** ** | **RECOGNISED** | ** ** | **ACQUIRED** | ** ** | **SETTLED** | ** ** | **(DISPOSALS)  TRANSFERS** | ** ** | **FOREIGN  CURRENCY  TRANSLATION** | ** ** | **MARCH 31  2004** | ** ** |
|-----------------------------------------------|------------|--------------------|------------|----------------|------------|--------------|------------|-------------|------------|----------------------------|------------|------------------------------------|------------|--------------------|------------|
|                                          |       |               |       |           |       |         |       |        |       |                       |       |                               |       |               |       |
| **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               |       |

 
| **US$ MILLION**                          | ** ** | **MARCH 31  2002** | ** ** | **RECOGNISED** | ** ** | **ACQUIRED** | ** ** | **SETTLED** | ** ** | **(DISPOSALS)  TRANSFERS** | ** ** | **FOREIGN  CURRENCY  TRANSLATION** | ** ** | **MARCH 31  2003** | ** ** |
|-----------------------------------------------|------------|--------------------|------------|----------------|------------|--------------|------------|-------------|------------|----------------------------|------------|------------------------------------|------------|--------------------|------------|
|                                          |       |               |       |           |       |         |       |        |       |                       |       |                               |       |               |       |
| **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               |       |

 

F-29

----

 
| **A$ MILLION**                           | ** ** | **MARCH 31  2004** | ** ** | **RECOGNISED** | ** ** | **ACQUIRED** | ** ** | **SETTLED** | ** ** | **(DISPOSALS)  TRANSFERS** | ** ** | **FOREIGN  CURRENCY  TRANSLATION** |   | **MARCH 31  2005** | ** ** |
|-----------------------------------------------|------------|--------------------|------------|----------------|------------|--------------|------------|-------------|------------|----------------------------|------------|------------------------------------|--------|--------------------|------------|
| **22  PROVISIONS  (CONTINUED)**          | ** ** | ** **         | ** ** | ** **     | ** ** | ** **   | ** ** | ** **  | ** ** | ** **                 | ** ** | ** **                         |   | ** **         | ** ** |
| **CURRENT**                                   |       |               |       |           |       |         |       |        |       |                       |       |                               |   |               |       |
| Employee  entitlements                        |       | 45.2               |       | 71.6           |       | —       |       | (74.3       | )          | (1.6                       | )          | (0.7                               | )      | **40.2**           | ** ** |
| Fringe benefits  tax                          |       | 3.0                |       | 3.3            |       | —       |       | (5.4        | )          | —                     |       | —                             |   | **0.9**            | ** ** |
| Restructure and  rationalisation              |       | 3.4                |       | (2.0           | )          | —       |       | (1.0        | )          | —                     |       | —                             |   | **0.4**            | ** ** |
| Restoration and  environmental rehabilitation |       | 6.0                |       | (1.3           | )          | —       |       | (1.3        | )          | —                     |       | (0.1                               | )      | **3.3**            | ** ** |
| Uninsured losses  and future claims           |       | 40.8               |       | 92.6           |       | —       |       | (98.2       | )          | —                     |       | (1.0                               | )      | **34.2**           | ** ** |
| Other                                         |       | 19.4               |       | 1.5            |       | —       |       | (4.9        | )          | —                     |       | (0.8                               | )      | **15.2**           | ** ** |
| **Total  current provisions**                 |       | 117.8              |       | 165.7          |       | —       |       | (185.1      | )          | (1.6                       | )          | (2.6                               | )      | **94.2**           | ** ** |
|                                          |       |               |       |           |       |         |       |        |       |                       |       |                               |   |               |       |
| **NON-CURRENT**                               |       |               |       |           |       |         |       |        |       |                       |       |                               |   |               |       |
| Employee  entitlements                        |       | 23.0               |       | 2.0            |       | —       |       | —      |       | —                     |       | —                             |   | **25.0**           | ** ** |
| Restoration and  environmental rehabilitation |       | 28.0               |       | 4.2            |       | —       |       | —      |       | —                     |       | (0.3                               | )      | **31.9**           | ** ** |
| Uninsured losses  and future claims           |       | 42.8               |       | 12.0           |       | —       |       | —      |       | —                     |       | (0.8                               | )      | **54.0**           | ** ** |
| Other                                         |       | 0.2                |       | (0.2           | )          | —       |       | —      |       | —                     |       | —                             |   | **—**         | ** ** |
| **Total  non-current provisions**             |       | 94.0               |       | 18.0           |       | —       |       | —      |       | —                     |       | (1.1                               | )      | **110.9**          | ** ** |

 
| **A$ MILLION**                           | ** ** | **MARCH 31  2003** | ** ** | **RECOGNISED** | ** ** | **ACQUIRED** | ** ** | **SETTLED** | ** ** | **(DISPOSALS)  TRANSFERS** | ** ** | **FOREIGN  CURRENCY  TRANSLATION** | ** ** | **MARCH 31  2004** | ** ** |
|-----------------------------------------------|------------|--------------------|------------|----------------|------------|--------------|------------|-------------|------------|----------------------------|------------|------------------------------------|------------|--------------------|------------|
|                                          |       |               |       |           |       |         |       |        |       |                       |       |                               |       |               |       |
| **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               |       |

 
| **A$ MILLION**                           | ** ** | **MARCH 31  2002** | ** ** | **RECOGNISED** | ** ** | **ACQUIRED** | ** ** | **SETTLED** |   | **(DISPOSALS)  TRANSFERS** | ** ** | **FOREIGN  CURRENCY  TRANSLATION** | ** ** | **MARCH 31  2003** | ** ** |
|-----------------------------------------------|------------|--------------------|------------|----------------|------------|--------------|------------|-------------|--------|----------------------------|------------|------------------------------------|------------|--------------------|------------|
|                                          |       |               |       |           |       |         |       |        |   |                       |       |                               |       |               |       |
| **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              |       |

 

F-30

----

 

**23****CONTRIBUTED EQUITY**

** **

**PARTICULARSOF SHARES ISSUED DURING THE YEAR BY RINKER GROUP LIMITED**

 
| **YEAR ENDED MARCH 31, 2005**     | ** ** | **ORDINARY SHARES  FULLY PAID (a)** | ** ** | **SHARE   CAPITAL  US$ MILLION** | ** ** | **SHARE  CAPITAL  A$ MILLION** | ** ** |
|-----------------------------------|------------|-------------------------------------|------------|---------------------------------------|------------|-------------------------------------|------------|
| ** **                        | ** ** | ** **                          | ** ** | ** **                            | ** ** | ** **                          | ** ** |
| On issue March 31, 2004           |       | 944,994,496                         |       | 1,497.1                               |       | 2,286.2                             |       |
| Share buyback (b)                 |       | (4,000,028                          | )          | (21.9                                 | )          | (31.3                               | )          |
| Universal Share Plan (c)          |       | 237,900                             |       | 0.7                                   |       | 0.9                                 |       |
| Total movements during the period |       | (3,762,128                          | )          | (21.2                                 | )          | (30.4                               | )          |
| **On issue March 31, 2005**       | ** ** | **941,232,368**                     | ** ** | **1,475.9**                           | ** ** | **2,255.8**                         | ** ** |
| Movements since year end          |       | (4,270,446                          | )          | (37.3                                 | )          | (47.9                               | )          |
| **On issue May 12, 2005**         | ** ** | **936,961,922**                     | ** ** | **1,438.6**                           | ** ** | **2,207.9**                         | ** ** |

 

----

(a)          Fully paid ordinary shares are listed on theAustralian stock exchange, and carry one vote per share and the right todividends.

 

(b)         On February 19, 2004, Rinker announced that a12 month on-market share buyback of up to 10 per cent of its ordinary shareswould commence in May 2004. 4,000,028 shares were repurchased under theon-market buyback during the year ended March 31, 2005. A further 4,270,446shares were repurchased between April 1, 2005 and May 12, 2005. Sharesrepurchased were cancelled immediately on receipt.

 

(c)          Fully paid ordinary shares were issued inAugust and September 2004 under the employee Universal Share Plan. Sharescannot be sold by participants within three years of allotment, unless theyfinish their employment with the company. Offers of fully paid shares were madeto all eligible employees (2,781). 1,259 accepted the offer, subscribing foreither 50 or 100 shares and receiving the same number at no cost. No expensewas recorded in respect of free shares provided to employees under theUniversal Share Plan.

 

*RinkerEmployee Share Acquisition Plan (Rinker ESAP)*

 

The Employee Share AcquisitionPlan (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 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 currentlyapply for a maximum of 10 years. If a participant ceases to be employed by anyRinker group company, the Rinker ESAP trustee must either transfer the relevantshares to the participant or sell the shares and distribute the proceeds ofsale (less authorised deductions) to the participant. Withdrawal of shares fromRinker ESAP and their transfer to a participant or sale requires the approvalof the Rinker board. Participants are entitled to any dividend, return ofcapital or other distribution made in respect of Rinker shares held in the planon their behalf. The Rinker ESAP trustee may allow participants to participatein any pro rata rights and bonus issues of shares made by Rinker or sell suchrights (if renounceable) or bonus shares on behalf of the participants anddistribute the cash proceeds of such sale (less authorized deductions). Eachparticipant may direct the trustee how to vote any shares held on theparticipant’s behalf. In the absence of such direction, the shares will not bevoted.

 

**24****RESERVES**

 
| **YEAR ENDED MARCH 31**                                | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** |
|--------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                                   |       |                       |       |                       |       |                      | ** ** |                      |       |
| **Movements in foreign currency translation  reserve** |       |                       |       |                       |       |                      |       | ** **                |       |   |
| Balance at the beginning of the financial  year        | ** ** | **196.6**                  |       | 6.0                        | ** ** | ** **                | **(304.3** | **)**                     | 107.9      |   |
| Exchange differences relating to overseas  net assets  | ** ** | **31.0**                   |       | 190.6                      | ** ** | ** **                | **(39.6**  | **)**                     | (410.2     | ) |
| Reserve of controlled entities disposed                | ** ** | **—**                 |       | —                     | ** ** | ** **                | **7.6**    | ** **                | (2.0       | ) |
| **Balance at the end of the financial year**           | ** ** | **227.6**                  |       | 196.6                      | ** ** | ** **                | **(336.3** | **)**                     | (304.3     | ) |

 

F-31

----

 

**25****OUTSIDE EQUITY INTERESTS IN CONTROLLED ENTITIES**

 
| **YEAR ENDED MARCH 31**                                    | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** |
|------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                                       |       |                       |       |                       |       |                      |       |                      |       |
| Contributed equity                                         | ** ** | **3.3**                    |       | 3.3                        | ** ** | ** **                | **4.2**    |                      | 3.9        |   |
| Reserves                                                   | ** ** | **—**                 |       | —                     | ** ** | ** **                | **—** |                      | 0.4        |   |
| Retained profits                                           | ** ** | **4.0**                    |       | 1.6                        | ** ** | ** **                | **5.3**    |                      | 2.2        |   |
| **Total outside equity interests in  controlled entities** | ** ** | **7.3**                    |       | 4.9                        | ** ** | ** **                | **9.5**    |                      | 6.5        |   |

 

**26****DIRECTORS’ AND EXECUTIVES’REMUNERATION**

 

**NON-EXECUTIVE DIRECTORS’ REMUNERATION (ALL AMOUNTS IN A$)**

 
| ** **              | ** ** | ** **    | ** **  | ** **         | ** ** | ** **         | ** ** | ** **            | ** **  | **ACCRUED RETIREMENT** | ** ** |
|-------------------------|------------|---------------|-------------|--------------------|------------|--------------------|------------|-----------------------|-------------|------------------------|------------|
| ** **              | ** ** | ** **    | ** **  | ** **         | ** ** | **YEAR END MARCH** | ** ** | **BENEFIT FROZEN AT** | ** **  |
| **A$**                  | ** ** | **BASE FEES** | ** **  | **COMMITTEE FEES** | ** ** | **TOTAL 2005**     | ** ** | **TOTAL 2004 (5)**    | ** **  | **MARCH 31, 2004 (5)** | ** ** |
| John Arthur (1) (2) (7) |       | $             | 110,000     |               | $          | 20,000             |       | $                     | 130,000     |                   | $          | 106,820 |   | $ | 133,919 |   |
| Marshall Criser (3)     |       | $             | 220,000     |               | $          | 0                  |       | $                     | 220,000     |                   | $          | 188,000 |   | $ | 419,329 |   |
| John Ingram (1) (2)     |       | $             | 110,000     |               | $          | 24,000             |       | $                     | 134,000     |                   | $          | 42,452 |   | $ | 0 |   |
| John Morschel (1) (4)   |       | $             | 300,000     |               | $          | 0                  |       | $                     | 300,000     |                   | $          | 240,000 |   | $ | 661,260 |   |
| Walter Revell (2)       |       | $             | 110,000     |               | $          | 20,000             |       | $                     | 130,000     |                   | $          | 92,000 |   | $ | 147,876 |   |
| **Total (6)**           | ** ** | **$**         | **850,000** | ** **         | **$**      | **64,000**         | ** ** | **$**                 | **914,000** | ** **             | **$**      | **669,272** | ** ** | **$** | **1,362,384** | ** ** |

 

----

(1)          Mr. Arthur, Mr. Ingram, and Mr. Morschel allcontributed to ESAP during the year. Of the above totals, Mr. Arthur receivedA$78,000, Mr. Ingram received A$16,000 and Mr. Morschel received A$75,000 inthe form of ESAP shares, with the balance in cash.

(2)          Non-executive director

(3)          Deputy Chairman, non-executive director

(4)          Chairman, non-executive director

(5)          Prior year data as reflected in last yearsAnnual Report. No adjustments have been made for changes to exchange rates.

(6)          Total directors’ remuneration, including DavidClarke (details below) was A$5,029,579 in the year ended March 31, 2005 (2004: A$5,579,555)

(7)          Included in Mr. Arthur’s base fees andcommittee fees are compulsory superannuation contributions of A$11,700 duringthe year.

 

**SENIOR EXECUTIVES’ REMUNERATION**

 
| ** **                           | ** ** | **PRIMARY** | ** ** | **POST**   | ** ** | **EQUITY**       | ** **    | ** **         | ** ** |
|--------------------------------------|------------|-------------|------------|------------|------------|------------------|---------------|--------------------|------------|
| **Amounts in US$ with**         | ** ** | ** **  | ** ** | ** ** | ** ** | ** **       | ** **    | ** **         | ** ** | **CASH** | ** ** | **NON-MONETARY** | ** ** | **EMPLOYMENT** | ** ** | **LONG-TERM** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **A$ equivalents also shown**   | ** ** | ** **  | ** ** | ** ** | ** ** | ** **       | ** **    | **SHORT  TERM**    | ** ** | **LONG  TERM** | ** ** | **AND  OTHER** | ** ** | **RETIREMENT** | ** ** | **INCENTIVE** | ** ** | **LONG-TERM** | ** ** | ** ** | ** ** |
| **NAME**                             | ** ** | ** **  | ** ** | ** ** | ** ** | **BASE  SALARY** | ** **    | **INCENTIVE  (1)** | ** ** | **INCENTIVE  (2)** | ** ** | **BENEFITS  (3)** | ** ** | **BENEFITS  (4)** | ** ** | **CASP (5)** | ** ** | **INCENTIVE  PSP (6)** | ** ** | **TOTAL** | ** ** |
| David Clarke (7)                     | ** ** | **2005**    | ** ** | ** ** | ** ** | ** **       | ** **    | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Chief Executive  Officer             | ** ** | ** **  | ** ** | **US$**    | ** ** | ** **       | **792,500**   | ** **         | ** ** | **815,000** | ** ** | ** ** | **0** | ** ** | ** ** | **48,872** | ** ** | ** ** | **400,238** | ** ** | ** ** | **0** | ** ** | ** ** | **987,770** | ** ** | ** ** | **3,044,380** | ** ** |
| ** **                           | ** ** | ** **  | ** ** | **A$**     | ** ** | ** **       | **1,071,349** | ** **         | ** ** | **1,101,766** | ** ** | ** ** | **0** | ** ** | ** ** | **66,068** | ** ** | ** ** | **541,066** | ** ** | ** ** | **0** | ** ** | ** ** | **1,335,330** | ** ** | ** ** | **4,115,579** | ** ** |
|                                 |       | 2004        | (9)        |       |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                 |       |        |       | US$        |       |             | 740,661       |               |       | 644,400 |   |   | 1,541,736 |   |   | 120,461 |   |   | 378,647 |   |   | 0 |   |   | 0 |   |   | 3,425,905 |   |
|                                 |       |        |       | A$         |       |             | 1,061,575     |               |       | 923,606 |   |   | 2,209,741 |   |   | 172,654 |   |   | 542,707 |   |   | 0 |   |   | 0 |   |   | 4,910,283 |   |
| Karl Watson, Jr.  (7)                | ** ** | **2005**    | ** ** | ** ** | ** ** | ** **       | ** **    | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| President Rinker  Materials West     | ** ** | ** **  | ** ** | **US$**    | ** ** | ** **       | **326,250**   | ** **         | ** ** | **293,434** | ** ** | ** ** | **0** | ** ** | ** ** | **219,433** | ** ** | ** ** | **23,936** | ** ** | ** ** | **76,864** | ** ** | ** ** | **237,065** | ** ** | ** ** | **1,176,982** | ** ** |
| ** **                           | ** ** | ** **  | ** ** | **A$**     | ** ** | ** **       | **441,044**   | ** **         | ** ** | **396,682** | ** ** | ** ** | **0** | ** ** | ** ** | **296,643** | ** ** | ** ** | **32,358** | ** ** | ** ** | **103,909** | ** ** | ** ** | **320,479** | ** ** | ** ** | **1,591,115** | ** ** |
|                                 |       | 2004        | (9)        |       |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                 |       |        |       | US$        |       |             | 297,504       |               |       | 247,656 |   |   | 0 |   |   | 248,390 |   |   | 35,163 |   |   | 43,921 |   |   | 0 |   |   | 872,634 |   |
|                                 |       |        |       | A$         |       |             | 426,407       |               |       | 354,960 |   |   | 0 |   |   | 356,013 |   |   | 50,398 |   |   | 62,951 |   |   | 0 |   |   | 1,250,729 |   |
| Sharon DeHayes  (7)                  | ** ** | **2005**    | ** ** | ** ** | ** ** | ** **       | ** **    | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Chief Executive -  Readymix Holdings | ** ** | ** **  | ** ** | **US$**    | ** ** | ** **       | **310,000**   | ** **         | ** ** | **304,620** | ** ** | ** ** | **0** | ** ** | ** ** | **209,559** | ** ** | ** ** | **47,610** | ** ** | ** ** | **0** | ** ** | ** ** | **237,065** | ** ** | ** ** | **1,108,854** | ** ** |
| ** **                           | ** ** | ** **  | ** ** | **A$**     | ** ** | ** **       | **419,077**   | ** **         | ** ** | **411,804** | ** ** | ** ** | **0** | ** ** | ** ** | **283,294** | ** ** | ** ** | **64,362** | ** ** | ** ** | **0** | ** ** | ** ** | **320,479** | ** ** | ** ** | **1,499,016** | ** ** |
|                                 |       | 2004        | (9)        |       |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                 |       |        |       | US$        |       |             | 275,004       |               |       | 247,464 |   |   | 283,929 |   |   | 37,012 |   |   | 37,894 |   |   | 0 |   |   | 0 |   |   | 881,303 |   |
|                                 |       |        |       | A$         |       |             | 394,158       |               |       | 354,685 |   |   | 406,950 |   |   | 53,049 |   |   | 54,313 |   |   | 0 |   |   | 0 |   |   | 1,263,155 |   |
| Thomas Burmeister  (7)               | ** ** | **2005**    | ** ** | ** ** | ** ** | ** **       | ** **    | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| VP and Chief  Financial Officer      | ** ** | ** **  | ** ** | **US$**    | ** ** | ** **       | **337,500**   | ** **         | ** ** | **337,517** | ** ** | ** ** | **0** | ** ** | ** ** | **37,734** | ** ** | ** ** | **53,100** | ** ** | ** ** | **0** | ** ** | ** ** | **237,065** | ** ** | ** ** | **1,002,916** | ** ** |
| ** **                           | ** ** | ** **  | ** ** | **A$**     | ** ** | ** **       | **456,253**   | ** **         | ** ** | **456,276** | ** ** | ** ** | **0** | ** ** | ** ** | **51,011** | ** ** | ** ** | **71,784** | ** ** | ** ** | **0** | ** ** | ** ** | **320,479** | ** ** | ** ** | **1,355,803** | ** ** |
|                                 |       | 2004        | (9)        |       |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                 |       |        |       | US$        |       |             | 320,004       |               |       | 292,500 |   |   | 387,679 |   |   | 33,971 |   |   | 40,919 |   |   | 0 |   |   | 0 |   |   | 1,075,073 |   |
|                                 |       |        |       | A$         |       |             | 458,656       |               |       | 419,235 |   |   | 555,653 |   |   | 48,690 |   |   | 58,648 |   |   | 0 |   |   | 0 |   |   | 1,540,882 |   |
| Karl Watson, Sr.  (7)                | ** ** | **2005**    | ** ** | ** ** |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
| President and  Chief Operating       | ** ** | ** **  | ** ** | **US$**    | ** ** | ** **       | **337,500**   | ** **         | ** ** | **337,517** | ** ** | ** ** | **0** | ** ** | ** ** | **34,267** | ** ** | ** ** | **55,856** | ** ** | ** ** | **0** | ** ** | ** ** | **237,065** | ** ** | ** ** | **1,002,205** | ** ** |
| Officer - US  Construction Materials | ** ** | ** **  | ** ** | **A$**     | ** ** | ** **       | **456,253**   | ** **         | ** ** | **456,276** | ** ** | ** ** | **0** | ** ** | ** ** | **46,324** | ** ** | ** ** | **75,509** | ** ** | ** ** | **0** | ** ** | ** ** | **320,479** | ** ** | ** ** | **1,354,841** | ** ** |
|                                 |       | 2004        | (9)        |       |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                 |       |        |       | US$        |       |             | 320,004       |               |       | 292,500 |   |   | 388,304 |   |   | 50,868 |   |   | 46,031 |   |   | 0 |   |   | 0 |   |   | 1,097,707 |   |
|                                 |       |        |       | A$         |       |             | 458,656       |               |       | 419,235 |   |   | 556,549 |   |   | 72,908 |   |   | 65,975 |   |   | 0 |   |   | 0 |   |   | 1,573,323 |   |
| David Berger (7)                     | ** ** | **2005**    | ** ** | ** ** | ** ** | ** **       | ** **    | ** **         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| VP Strategy and  Development         | ** ** | ** **  | ** ** | **US$**    | ** ** | ** **       | **310,000**   | ** **         | ** ** | **313,408** | ** ** | ** ** | **0** | ** ** | ** ** | **22,232** | ** ** | ** ** | **37,962** | ** ** | ** ** | **0** | ** ** | ** ** | **237,065** | ** ** | ** ** | **920,667** | ** ** |
| ** **                           | ** ** | ** **  | ** ** | **A$**     | ** ** | ** **       | **419,077**   | ** **         | ** ** | **423,684** | ** ** | ** ** | **0** | ** ** | ** ** | **30,055** | ** ** | ** ** | **51,319** | ** ** | ** ** | **0** | ** ** | ** ** | **320,479** | ** ** | ** ** | **1,244,614** | ** ** |
|                                 |       | 2004        | (9)        |       |       |             |          |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                                 |       |        |       | US$        |       |             | 290,004       |               |       | 255,942 |   |   | 393,120 |   |   | 21,943 |   |   | 12,080 |   |   | 0 |   |   | 0 |   |   | 973,089 |   |
|                                 |       |        |       | A$         |       |             | 415,657       |               |       | 366,837 |   |   | 563,451 |   |   | 31,450 |   |   | 17,314 |   |   | 0 |   |   | 0 |   |   | 1,394,709 |   |

 

F-32

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**26           DIRECTORS’ AND EXECUTIVES’REMUNERATION (CONTINUED)**

 
| ** **                         | ** ** | **PRIMARY** | ** ** | **POST**   | ** ** | **EQUITY**       | ** **  | ** **         | ** ** |
|------------------------------------|------------|-------------|------------|------------|------------|------------------|-------------|--------------------|------------|
| **Amounts in US$ with**       | ** ** | ** **  | ** ** | ** ** | ** ** | ** **       | ** **  | ** **         | ** ** | **CASH** | ** ** | **NON-MONETARY** | ** ** | **EMPLOYMENT** | ** ** | **LONG-TERM** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **A$ equivalents also shown** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **       | ** **  | **SHORT  TERM**    | ** ** | **LONG  TERM** | ** ** | **AND  OTHER** | ** ** | **RETIREMENT** | ** ** | **INCENTIVE** | ** ** | **LONG-TERM** | ** ** | ** ** | ** ** |
| **NAME**                           | ** ** | ** **  | ** ** | ** ** | ** ** | **BASE  SALARY** | ** **  | **INCENTIVE  (1)** | ** ** | **INCENTIVE  (2)** | ** ** | **BENEFITS  (3)** | ** ** | **BENEFITS  (4)** | ** ** | **CASP (5)** | ** ** | **INCENTIVE  PSP (6)** | ** ** | **TOTAL** | ** ** |
| Duncan Gage (7)                    |       | **2005**    |       |       |       | ** **       |        | ** **         |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   |
| President - Hydro  Conduit         |       | ** **  |       | **US$**    |       | ** **       | **292,500** |               | ** ** | **296,358** |   | ** ** | **0** |   | ** ** | **29,191** |   | ** ** | **42,950** |   | ** ** | **0** |   | ** ** | **197,554** |   | ** ** | **858,553** |   |
|                               |       |        |       | **A$**     |       | ** **       | **395,419** |               | ** ** | **400,635** |   | ** ** | **0** |   | ** ** | **39,462** |   | ** ** | **58,062** |   | ** ** | **0** |   | ** ** | **267,066** |   | ** ** | **1,160,644** |   |
|                               |       | 2004        | (9)        |       |       |             |        |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |       |        |       | US$        |       |             | 275,000     |               |       | 209,160 |   |   | 378,000 |   |   | 23,895 |   |   | 16,277 |   |   | 0 |   |   | 0 |   |   | 902,332 |   |
|                               |       |        |       | A$         |       |             | 394,152     |               |       | 299,785 |   |   | 541,780 |   |   | 34,248 |   |   | 23,330 |   |   | 0 |   |   | 0 |   |   | 1,293,295 |   |
| Ira Fialkow (7)                    |       | **2005**    |       |       |       | ** **       |        | ** **         |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   |
| VP Shared  Services                |       | ** **  |       | **US$**    |       | ** **       | **285,000** |               | ** ** | **289,300** |   | ** ** | **0** |   | ** ** | **19,010** |   | ** ** | **42,451** |   | ** ** | **0** |   | ** ** | **197,554** |   | ** ** | **833,315** |   |
|                               |       |        |       | **A$**     |       | ** **       | **385,280** |               | ** ** | **391,093** |   | ** ** | **0** |   | ** ** | **25,699** |   | ** ** | **57,388** |   | ** ** | **0** |   | ** ** | **267,066** |   | ** ** | **1,126,526** |   |
|                               |       | 2004        | (9)        |       |       |             |        |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |       |        |       | US$        |       |             | 265,000     |               |       | 234,252 |   |   | 248,049 |   |   | 32,727 |   |   | 29,112 |   |   | 0 |   |   | 0 |   |   | 809,140 |   |
|                               |       |        |       | A$         |       |             | 379,819     |               |       | 335,749 |   |   | 355,524 |   |   | 46,907 |   |   | 41,726 |   |   | 0 |   |   | 0 |   |   | 1,159,725 |   |
| Peter Abraham (8)                  |       | **2005**    |       |       |       | ** **       |        | ** **         |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   |
| General Counsel  and               |       | ** **  |       | **US$**    |       | ** **       | **288,625** |               | ** ** | **223,768** |   | ** ** | **0** |   | ** ** | **1,128** |   | ** ** | **119,312** |   | ** ** | **40,033** |   | ** ** | **69,144** |   | ** ** | **742,010** |   |
| Company Secretary                  |       |        |       | **A$**     |       | ** **       | **390,182** |               | ** ** | **302,503** |   | ** ** | **0** |   | ** ** | **1,525** |   | ** ** | **161,294** |   | ** ** | **54,119** |   | ** ** | **93,473** |   | ** ** | **1,003,096** |   |
|                               |       | 2004        | (9)        |       |       |             |        |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |       |        |       | US$        |       |             | 254,476     |               |       | 155,695 |   |   | 0 |   |   | 0 |   |   | 149,717 |   |   | 23,142 |   |   | 0 |   |   | 583,030 |   |
|                               |       |        |       | A$         |       |             | 364,736     |               |       | 223,155 |   |   | 0 |   |   | 0 |   |   | 214,586 |   |   | 33,169 |   |   | 0 |   |   | 835,646 |   |
| Debra Stirling  (8)                |       | **2005**    |       |       |       | ** **       |        | ** **         |       | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   |
| Vice President  Corporate Affairs  |       |        |       | **US$**    |       | ** **       | **251,991** |               | ** ** | **213,620** |   | ** ** | **0** |   | ** ** | **854** |   | ** ** | **33,647** |   | ** ** | **26,689** |   | ** ** | **49,389** |   | ** ** | **576,190** |   |
| and Investor  Relations            |       |        |       | **A$**     |       | ** **       | **340,657** |               | ** ** | **288,785** |   | ** ** | **0** |   | ** ** | **1,155** |   | ** ** | **45,486** |   | ** ** | **36,080** |   | ** ** | **66,767** |   | ** ** | **778,930** |   |
|                               |       | 2004        | (9)        |       |       |             |        |               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|                               |       |        |       | US$        |       |             | 225,638     |               |       | 151,324 |   |   | 0 |   |   | 0 |   |   | 30,066 |   |   | 15,421 |   |   | 0 |   |   | 422,449 |   |
|                               |       |        |       | A$         |       |             | 323,402     |               |       | 216,890 |   |   | 0 |   |   | 0 |   |   | 43,093 |   |   | 22,102 |   |   | 0 |   |   | 605,487 |   |

 

----

(1)          Amounts shown for 2005 represent the amountof short-term incentive awards presently payable to each executive named forperformance. (See the following table showing the executives short-termincentive tracked in the contingent bonus reserve.)

(2)          Long-Term Incentive amount was earned for thetwo years ended March 31, 2004. The 2004 payment represented the last paymentdue under this superseded plan.

(3)          For fiscal year-end March 2005, other benefitscomprise the costs of life insurance, vehicle allowance, club membership feesand, for Mr. Clarke tax preparation fees. For Ms. DeHayes and Mr. Watson, Jr. this column also contains relocationor expatriate related expenses.  Additionally,other benefits include interest imputed on a US$59,000 loan to an executivethat dates back to 1998. The loan relates to a relocation benefit and, at thetime, was a customary benefit for relocating executives. The loan is interestfree and is payable upon the executive’s termination of employment.  There were no loans made to the ChiefExecutive or any Non-Executive Director during the year and, there were noloans (other than the one mentioned above), outstanding at March 31, 2005.

(4)          For the US executives, retirement benefitsinclude the company matching and profit sharing contributions relating toretirement plans. The retirement plans comprise the company’s 401 (k) Plan andthe Supplemental Executive Retirement Plan (SERP). Under the SERP, the companymatching and profit sharing contributions included in the table representRinker’s full financial commitment (or obligation) to the named executivesunder this plan. For the Australian executives, retirement benefits representthe greater of the incremental increase in the value of the executive’sinterest in defined benefit superannuation plans during the year or companycontributions made to accumulation superannuation plans in Australia. Mr.Clarke’s retirement benefit also includes his interest in the defined benefitsuperannuation plan.

(5)          CASP grants are valued at the pro rata valueof the total grant. The above value has been prorated based on the market priceat August 11, 2003 (the date of grant) and the earliest possible vesting dateof August 11, 2006. This represents 33.3 per cent of the projected number ofshares estimated to vest. Dividends received by participants are included inthe amounts disclosed.  Total dividendsfor executives shown in the above table for 2005 were A$14,954. Moreinformation on CASP is set out below.

(6)          The performance period for the performanceshare plan grants listed in the above table ends March 31, 2007 when the PSPgrant may vest based on the actual performance of Rinker’s Total ShareholderReturn (TSR) as compared to a specified group of peer companies. The abovevalue has been prorated based on the market price on June 21, 2004 (theprevailing market price when the Board formally approved the grant) and theearliest possible vesting date of March 31, 2007. This represents 33.3 per centof the total projected number of shares estimated to vest. The estimate isbased on Rinker’s TSR for year ended March 31, 2005 compared to the TSRs of thespecified group of peer companies for the same period. Performance during thatperiod was above 75th percentile resulting in a projected payout of 100 percent of the pro rata number of shares granted. This projection will be adjustedeach year of the performance period based on the projected (or actual) performanceagainst the peer companies.  As at March31, 2005, no dividends had been paid to the named executives in respect ofshares held by them under this initial PSP grant. More information on PSP isset out below.

(7)          After considering independent advice, theBoard is satisfied that the termination benefits of the relevant executives, asset out below, are reasonable, having regard to current US employmentpractices.  The duration of employmentagreements with the relevant executives are for three years, whichautomatically extends by one year on the anniversary date of the agreementunless written notice is given by either the named executive or Rinker that theagreement is not to be extended. This notice must be given at least 180 daysprior to the anniversary date.  If theexecutive resigns from his or her employment, the company is required to paythe executive the full amount of his or her salary through to his or hertermination date and any unpaid amounts accrued for unused leave. The Board mayin its sole discretion also elect to pay the executive a pro rata portion ofhis or her short term incentive for the period of his or her active employmentduring the financial year.  If, duringthe Employment Period (as defined in the executive’s employment contract), thecompany terminates the employment of the executive other than for Cause (asdefined in the executive’s employment contract), or the executive resigns fromhis or her employment for Good Reason (as defined in the executive’s employmentcontract) the company is required to:

*Pay the executive, in alump sum, a pro rata portion of his or her short term incentive, a pro ratashare of his or her long-term incentive (in accordance with plan rules) and amountsaccrued for unused leave.

*Pay the executive amountshe or she would have received in the following 24 months, at the timesindicated in his or her employment contract, for his or her base salary andshort term incentive at target performance. Additionally, the executive wouldcontinue to receive any other benefits he or she was entitled to at time oftermination for the following 24 months.

*Provide the executive withprofessional outplacement services valued up to US$15,000 for Mr. Clarke and upto US$10,000 for the other relevant executives.

If, during the EmploymentPeriod, the company terminates the employment of the executive for Cause, thecompany shall have no further obligations to the executive except the amount ofbase pay due through his or her termination date and any unpaid amounts of accruedleave.  Upon termination of theexecutive’s employment for any reason, the executive is prohibited fromengaging in any activity that would compete with Rinker for a period of 24months.

(8)          Termination benefits for Mr. Abraham and Ms.Stirling are the greater of 12 months total remuneration (including targetincentives) or three months ‘base remuneration’. (Base remuneration is equivalentto approximately 75 per cent of fixed remuneration) plus 0.7 months baseremuneration per year of service, not to exceed 24 months. As at March 31,2005, Mr. Abraham had 25 years of service and Ms. Stirling had six 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 due upto the termination date and any unpaid amounts of accrued leave.

(9)          No adjustments have been made for changes toexchange rates.

 

F-33

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**26           DIRECTORS’ AND EXECUTIVES’REMUNERATION (CONTINUED)**

 

**Senior Executives’ Short-Term Incentive Plan —Contingent Bonus Reserve**

(Amounts shown in US$ with A$ Equivalents also shown)

 
| ** **        | ** ** | ** ** | ** ** | ** **           | ** ** | ** **          | ** ** | **CONDITIONALLY**        | ** ** |
|-------------------|------------|------------|------------|----------------------|------------|---------------------|------------|--------------------------|------------|
| ** **        | ** ** | ** ** | ** ** | **YEAR END**         | ** ** | ** **          | ** ** | **DEFERRED AND TRACKED** | ** ** |
| ** **        | ** ** | ** ** | ** ** | **MARCH 2005 TOTAL** | ** ** | ** **          | ** ** | **IN CONTINGENT BONUS**  | ** ** |
| **NAME**          | ** ** | ** ** | ** ** | **DECLARATION(1)**   | ** ** | **PAYABLE IN 2005** | ** ** | **RESERVE(2)**           | ** ** |
| David Clarke      |       | US$        |       |                 | 1,992,675  |                |       | 815,000                  |       |   | 1,177,675 |   |
|              |       | A$         |       |                 | 2,693,818  |                |       | 1,101,766                |       |   | 1,592,052 |   |
| Karl Watson, Jr.  |       | US$        |       |                 | 506,303    |                |       | 293,434                  |       |   | 212,869 |   |
|              |       | A$         |       |                 | 684,451    |                |       | 396,682                  |       |   | 287,769 |   |
| Sharon DeHayes    |       | US$        |       |                 | 556,359    |                |       | 304,620                  |       |   | 251,739 |   |
|              |       | A$         |       |                 | 752,120    |                |       | 411,804                  |       |   | 340,316 |   |
| Thomas Burmeister |       | US$        |       |                 | 627,550    |                |       | 337,517                  |       |   | 290,033 |   |
|              |       | A$         |       |                 | 848,360    |                |       | 456,276                  |       |   | 392,084 |   |
| Karl Watson, Sr.  |       | US$        |       |                 | 627,550    |                |       | 337,517                  |       |   | 290,033 |   |
|              |       | A$         |       |                 | 848,360    |                |       | 456,276                  |       |   | 392,084 |   |
| David Berger      |       | US$        |       |                 | 582,725    |                |       | 313,408                  |       |   | 269,317 |   |
|              |       | A$         |       |                 | 787,763    |                |       | 423,684                  |       |   | 364,079 |   |
| Duncan Gage       |       | US$        |       |                 | 553,575    |                |       | 296,358                  |       |   | 257,217 |   |
|              |       | A$         |       |                 | 748,356    |                |       | 400,635                  |       |   | 347,721 |   |
| Ira Fialkow       |       | US$        |       |                 | 537,900    |                |       | 289,300                  |       |   | 248,600 |   |
|              |       | A$         |       |                 | 727,165    |                |       | 391,093                  |       |   | 336,072 |   |
| Peter Abraham     |       | US$        |       |                 | 416,055    |                |       | 223,768                  |       |   | 192,287 |   |
|              |       | A$         |       |                 | 562,448    |                |       | 302,503                  |       |   | 259,945 |   |
| Debra Stirling    |       | US$        |       |                 | 397,187    |                |       | 213,620                  |       |   | 183,567 |   |
|              |       | A$         |       |                 | 536,943    |                |       | 288,785                  |       |   | 248,158 |   |

 

----

(1)                                  Represents the short-term incentive awardearned during fiscal year-end March 31, 2005. These amounts have been fullyaccrued and expensed.

(2)                                  The amount shown is carried forward and maybe paid out in future years, in all or in part. The contingent bonus reservefor the executives named is at risk based on future performance, and is notsubject to interest. Upon termination of employment, the executives named donot have any claims for this amount.

 

*PerformanceShare Plan (Rinker PSP)*

 

The Performance Share Plan(PSP) is a long-term equity incentive plan for Rinker’s Chief Executive, SeniorExecutive team and employees making key contributions in Australia or theUnited States. The PSP is designed to align participant’s interest with that ofshareholders by increasing the value of Rinker shares.  For executives in the United States, the PSPreplaced a Long-Term Incentive Plan, the performance period of which concludedMarch 31, 2004. No further payments will be made under that plan. Forexecutives in Australia, the PSP replaced any new issues that would have beenmade under CASP in Australia. The qualifying period for the one CASP grantissued (and still outstanding) will conclude no later than August 11, 2008.

 

Under the PSP, eligibleparticipants are offered the opportunity to qualify for Rinker shares based onRinker’s TSR performance versus a peer group of companies. The initial value ofthe award that can be potentially earned by a participant is based on Rinker’sfinancial performance, as well as level of responsibility and individualperformance. Shares are acquired on market, on behalf of participants. Theshares only vest if performance and time qualifications are met.

 

The initial value of thepotential award, as referred to above is applied under the PSP to purchaseRinker shares (or ADRs or both) on market in the ordinary course of trading onthe ASX or the New York Stock Exchange (NYSE) or both. Once the shares arepurchased on market, participants are entitled to any dividends, return ofcapital or other distribution made in respect of Rinker shares (and/or ADRs)held on their behalf, prior to vesting. Each participant may direct the plantrustee how to vote any shares held on the participant’s behalf. In the absenceof those directions the shares will not be voted.

 

The first offering under thePSP was during fiscal year-end March 31, 2005. The vesting hurdle for theseshares is the Rinker TSR percentile ranking within a group of peer companiesbetween April 1, 2004 and March 31, 2007. For that first offering, a portion ofthe award will vest at 25th percentile performance and increase up to 100 percent vesting at 75th percentile performance versus the group of peer companies.

 

The cost of the 2,439,200shares acquired during fiscal year-end March 31, 2005, and outstanding at theend of the year, totalling US$19.9 million or A$25.9 million, was met by thecompany and is being progressively expensed over the vesting period.

 

A pro rata share of the PSPaward grant related to fiscal year-end March 31, 2005, has been included in theremuneration tables under the heading “Long-Term Incentive PSP”.

 

F-34

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**26           DIRECTORS’ AND EXECUTIVES’REMUNERATION (CONTINUED)**

 

**Senior Executives’ Performance Share Plan Award**

(Amounts shown in number of Rinker shares)

 
| **NAME**          | ** ** | **YEAR END MARCH 2005  TOTAL NUMBER OF  SHARES GRANTED (1)** | ** ** | **PERFORMANCE BELOW  25TH PERCENTILE  0% VESTING** | ** ** | **PERFORMANCE AT  50TH PERCENTILE  TARGET LEVEL  40% VESTING** | ** ** | **PERFORMANCE AT OR  ABOVE 75TH PERCENTILE  100% VESTING** | ** ** |
|-------------------|------------|--------------------------------------------------------------|------------|----------------------------------------------------|------------|----------------------------------------------------------------|------------|------------------------------------------------------------|------------|
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| David Clarke      |       | 500,000                                                      |       | 0                                                  |       | 200,000                                                        |       | 500,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Karl Watson, Jr.  |       | 120,000                                                      |       | 0                                                  |       | 48,000                                                         |       | 120,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Sharon DeHayes    |       | 120,000                                                      |       | 0                                                  |       | 48,000                                                         |       | 120,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Thomas Burmeister |       | 120,000                                                      |       | 0                                                  |       | 48,000                                                         |       | 120,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Karl Watson, Sr.  |       | 120,000                                                      |       | 0                                                  |       | 48,000                                                         |       | 120,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| David Berger      |       | 120,000                                                      |       | 0                                                  |       | 48,000                                                         |       | 120,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Duncan Gage       |       | 100,000                                                      |       | 0                                                  |       | 40,000                                                         |       | 100,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Ira Fialkow       |       | 100,000                                                      |       | 0                                                  |       | 40,000                                                         |       | 100,000                                                    |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Peter Abraham     |       | 35,000                                                       |       | 0                                                  |       | 14,000                                                         |       | 35,000                                                     |       |
|              |       |                                                         |       |                                               |       |                                                           |       |                                                       |       |
| Debra Stirling    |       | 25,000                                                       |       | 0                                                  |       | 10,000                                                         |       | 25,000                                                     |       |

 

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(1)                                  Total number of shares granted represents themaximum number of shares that may vest if Rinker’s TSR reaches 75th percentileperformance or above when compared to a specified group of peer companies. Theexecutives named are also eligible to receive dividends, returns on capital orother distributions made with respect to these shares.  The executives named may also direct thetrustee how to vote these shares.

 

*Rinker CashAward Share Plan (Rinker CASP)*

 

The Cash Award Share Plan(CASP) is a long-term equity incentive plan for Australian-based SeniorExecutives and key contributor employees that was also designed to promote theTotal Shareholder Return (TSR) of Rinker shares. This Plan was superseded bythe Performance Share Plan effective from April 1, 2004. No shares werepurchased under the Plan during the fiscal year-ended March 31, 2005, and the293,437 shares purchased (at a cost of US$1.2 million (A$1.6 million)) duringthe prior year remained outstanding.

 

Under CASP, eligibleparticipants were offered the opportunity to qualify for Rinker shares based onthe achievement of TSR goals. The value of the potential incentive was based onlevel of responsibility and performance. The shares were acquired, on behalf ofa participant by the plan trustee and are being held by the trustee subject toperformance and time qualifications being met. The performance hurdle forshares offered in August 2003 (the only offer made under CASP) was for thepercentage increase in Rinker TSR to exceed the percentage increase in theS&P/ASX 200 TSR between August 11, 2003 and any time between August 11,2006 and August 11, 2008. Each offer was also subject to a minimum holdingperiod. Shares cannot be withdrawn from CASP until 10 years from the date ofvesting, or until the participant is no longer an employee of any member of theRinker group, whichever occurs first.

 

Except as provided in the planrules, participants are entitled to any dividend, return of capital or otherdistribution made in respect of Rinker shares held on their behalf, prior tovesting. The plan rules specify the basis on which any bonus shares issued inrespect of shares received under CASP, or shares received on behalf of aparticipant on exercise of rights issues, will be held. Each participant maydirect the trustee how to vote any shares held on the participant’s behalf. Inthe absence of those directions, the shares will not be voted.

 

A pro rata share of the CASPaward grant related to fiscal year-end March 31, 2005, has been included in theremuneration tables under the heading “Long-Term Incentive CASP”.

 

F-35

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**27****  AUDITORS’REMUNERATION**

 
| **THOUSANDS OF DOLLARS  YEAR ENDED MARCH 31**                                                                                     | ** ** | **US$****2005** | ** ** | **US$****2004** | ** ** | **US$****2003** | ** ** | **A$****2005** | ** ** | **A$****2004** | ** ** | **A$****2003** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|------------|-----------------|------------|-----------------|------------|----------------|------------|----------------|------------|----------------|------------|
|                                                                                                                              |       |            |       |            |       |            |       |           |       |           |       |           |       |
| 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                                                                                             | ** ** | **697**         |       | 527             |       | 120             | ** ** | ** **     | **942**    |           | 755        |           | 212        |   |
| Deloitte Touche Tohmatsu outside of  Australia                                                                                    | ** ** | **1,245**       |       | 715             |       | 874             | ** ** | ** **     | **1,683**  |           | 1,025      |           | 1,546      |   |
|                                                                                                                              | ** ** | ** **      |       |            |       |            | ** ** | ** **     | ** ** |           |       |           |       |   |
| ** **                                                                                                                        |       | **1,942**       |       | 1,242           |       | 994             | ** ** | ** **     | **2,625**  |           | 1,780      |           | 1,758      |   |
|                                                                                                                              |       |            |       |            |       |            |       |           |       |           |       |           |       |   |
| Audit related services:                                                                                                           |       |            |       |            |       |            |       |           |       |           |       |           |       |   |
| Deloitte Touche Tohmatsu in Australia                                                                                             | ** ** | **4**           |       | 21              |       | —          | ** ** | ** **     | **5**      |           | 31         |           | —     |   |
| Deloitte Touche Tohmatsu outside of  Australia                                                                                    | ** ** | **72**          |       | 107             |       | 48              | ** ** | ** **     | **97**     |           | 152        |           | 84         |   |
|                                                                                                                              | ** ** | ** **      |       |            |       |            | ** ** | ** **     | ** ** |           |       |           |       |   |
| ** **                                                                                                                        |       | **76**          |       | 128             |       | 48              | ** ** | ** **     | **102**    |           | 183        |           | 84         |   |
| Other Services:                                                                                                                   |       |            |       |            |       |            |       |           |       |           |       |           |       |   |
| Taxation strategy and compliance                                                                                                  |       |            |       |            |       |            |       |           |       |           |       |           |       |   |
| Deloitte Touche Tohmatsu outside of  Australia                                                                                    | ** ** | **122**         |       | 72              |       | 128             | ** ** | ** **     | **165**    |           | 104        |           | 227        |   |
|                                                                                                                              | ** ** | ** **      |       |            |       |            | ** ** | ** **     | ** ** |           |       |           |       |   |
| **Total auditors’ remuneration(a)**                                                                                          | ** ** | **2,140**       |       | 1,442           |       | 1,170           | ** ** | ** **     | **2,892**  |           | 2,067      |           | 2,069      |   |

 

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(a)          Rinker Group Limited’sannual fees were paid by the then parent entity CSR Limited in 2003. Note thatthe 2003 consolidated amounts do not include an allocation of the CSR group feeduring 2003, and represent only those amounts charged directly to theindividual businesses.

 

**28****  FINANCIAL INSTRUMENTS**

 

The Rinker group usesderivative instruments to manage financial risks. Currently, the onlyderivatives in use are interest rate derivatives, used to manage interest raterisk. The Rinker group does not use or issue derivative or financialinstruments for speculative or trading purposes.

 

**Significant accounting policies**

 

Details of the significantaccounting policies and methods adopted, including the criteria forrecognition, the basis of measurement and the basis on which revenue andexpenses are recognised, in respect of each class of financial asset, financialliability and equity instruments are disclosed under “Significant accountingpolicies”.

 

**Creditexposure**

 

The Rinker group is exposed tocredit related losses in the event of non-performance by counterparties toderivative and financial instruments. The counterparties are predominantlyprime financial institutions with a Moody’s or Standard and Poor’s rating of atleast A3 or A- respectively. The Rinker group controls risk through the use ofcredit ratings, limits and monitoring procedures. The Rinker group does not usuallyrequire collateral or other security to support financial instruments withcredit risk.

 

Credit exposure of interestrate derivatives is represented by the net fair value of the contracts. Thecarrying amounts of financial assets included in the Rinker group’s financialstatements represent the Rinker group’s exposure to credit risk in relation tothese assets.

 

As at March 31, 2005 and 2004,the Rinker group had no significant concentration of credit risk for derivativeinstruments with any single counterparty or group of counterparties.Concentrations of credit risk with respect to receivables are limited due tothe large number of customers and markets in which the Rinker group doesbusiness, as well as the dispersion across many geographic areas.

 

**Net fairvalue**

** **

Except as detailed in theinterest rate risk exposure table below, the carrying amount of financialassets and liabilities recorded in the financial statements approximates theirnet fair values. Net fair value represents in relation to an asset, the fairvalue after deducting costs expected to be incurred were the asset to beexchanged and in relation to a liability, the fair value plus costs expected tobe incurred were the liability to be settled.

 

F-36

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**28           FINANCIAL INSTRUMENTS (CONTINUED)**

 

The following assumptions andmethods were used to estimate net fair value:

 

*Interestrate swaps, caps, swaptions*. The net fair value isestimated using market accepted formulae and market quoted input variables.

 

*Cash,short-term loans and deposits, receivables, payables and short-term borrowings*.The carrying amounts of these financial instruments approximate net fair valuebecause of their short maturity.

 

*Long-termborrowings*. The present value of expected cash flowshave been used to determine net fair value using interest rates derived frommarket parameters that accurately reflect their term structure. Certainestimates and judgments were required to develop the fair value amounts.

 

**Interest rate sensitivity and risk management**

 

The Rinker group enters intoderivative instruments in the management of interest rate exposure with theobjective of obtaining lower funding costs and a more stable and predictableinterest expense. The Rinker group has a policy to maintain the percentage offixed and variable rate debt within controlled limits. Interest rate swaps andoptions are entered into to maintain the mix of fixed and variable rate debt.The table below provides information about the Rinker group’s interest rateexposure and should be read in conjunction with Note 20 and 21.

 
| ** **                               | ** ** | **WEIGHTED  AVERAGE** | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------------------------------------|------------|-----------------------|------------|-------------|------------|--------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| **INTEREST  RATE RISK EXPOSURE**         | ** ** | **TERM**              | ** ** | ** **  | ** ** | **PRINCIPAL/MATURITIES** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **AS AT  MARCH 31, 2005**                | ** ** | **IN**                | ** ** | **RATE**    | ** ** | **1 YEAR**               | ** ** | **1 TO 2** | ** ** | **2 TO 3** | ** ** | **3 TO 4** | ** ** | **4 TO 5** | ** ** | **OVER 5** | ** ** | ** ** | ** ** | **CARRYING  AMOUNT (c)** | ** ** | **NET FAIR  VALUE** | ** ** |
| **US$ MILLION**                     | ** ** | **YEARS**             | ** ** | **%PA (a)** | ** ** | **OR LESS**              | ** ** | **YEARS**  | ** ** | **YEARS**  | ** ** | **YEARS**  | ** ** | **YEARS**  | ** ** | **YEARS** | ** ** | **TOTAL** | ** ** | **ASSET** | ** ** | **LIABILITY** | ** ** | **ASSET** | ** ** | **LIABILITY** | ** ** |
| **Long-term  debt**                      |       |                  |       |        |       |                     |       |       |       |       |       |       |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate US$ debt                 | ** ** | **7.0**               | ** ** | **6.2**     | ** ** | **250.8**                | ** ** | **0.7**    | ** ** | **0.7**    | ** ** | **0.2**    | ** ** | **0.3**    | ** ** | **350.4** | ** ** | **603.1** | ** ** | **—** | ** ** | **610.8** | ** ** | **—** | ** ** | **667.7** | ** ** |
| Floating rate US$ debt (b)          | ** ** | **3.6**               | ** ** | **2.4**     | ** ** | **—**               | ** ** | **—** | ** ** | **—** | ** ** | **98.2**   | ** ** | **150.0**  | ** ** | **—** | ** ** | **248.2** | ** ** | **—** | ** ** | **249.2** | ** ** | **—** | ** ** | **255.4** | ** ** |
| Other A$ debt                       | ** ** | **4.5**               | ** ** | **0.8**     | ** ** | **2.3**                  | ** ** | **1.4**    | ** ** | **0.9**    | ** ** | **0.5**    | ** ** | **0.4**    | ** ** | **1.2** | ** ** | **6.7** | ** ** | **—** | ** ** | **8.6** | ** ** | **—** | ** ** | **8.6** | ** ** |
| Fixed rate CNR  debt                     | ** ** | **2.2**               | ** ** | **5.2**     | ** ** | **—**               | ** ** | **—** | ** ** | **6.0**    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **6.0** | ** ** | **—** | ** ** | **6.0** | ** ** | **—** | ** ** | **6.0** | ** ** |
| **Short-term  debt**                     | ** ** | ** **            | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Fixed rate CNR  debt                     | ** ** | **0.1**               | ** ** | **4.9**     | ** ** | **3.0**                  | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **3.0** | ** ** | **—** | ** ** | **3.0** | ** ** | **—** | ** ** | **3.0** | ** ** |
| Other US$ debt                      | ** ** | **1.0**               | ** ** | **5.8**     | ** ** | **1.0**                  | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **1.0** | ** ** | **—** | ** ** | **1.2** | ** ** | **—** | ** ** | **1.2** | ** ** |
| **Payables  and other items**            | ** ** | **—**            | ** ** | **—**  | ** ** | **5.5**                  | ** ** | **21.8**   | ** ** | **6.4**    | ** ** | **6.4**    | ** ** | **6.4**    | ** ** | **5.7** | ** ** | **52.2** | ** ** | **—** | ** ** | **52.2** | ** ** | **—** | ** ** | **52.2** | ** ** |
| **Cash at  bank and on deposit**         | ** ** | **—**            | ** ** | **4.1**     | ** ** | **588.2**                | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **588.2** | ** ** | **588.2** | ** ** | **—** | ** ** | **588.2** | ** ** | **—** | ** ** |
| **Total  (c)**                           | ** ** | ** **            | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **588.2** | ** ** | **931.0** | ** ** | **588.2** | ** ** | **994.1** | ** ** |
| ** **                               | ** ** | ** **            | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Interest  rate derivatives**           | ** ** | ** **            | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **US  dollar interest rate swaps**       | ** ** | ** **            | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Fixed rate payer  against US$ LIBOR | ** ** | **2.0**               | ** ** | **3.4**     | ** ** | **—**               | ** ** | **125.0**  | ** ** | **125.0**  | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **250.0** | ** ** | **0.9** | ** ** | **1.2** | ** ** | **—** | ** ** | **3.4** | ** ** |
| **Total  (c)**                           | ** ** | ** **            | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **0.9** | ** ** | **1.2** | ** ** | **—** | ** ** | **3.4** | ** ** |

 
| **AS AT  MARCH 31, 2005**                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **  | ** ** |
|------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|-------------|------------|------------|------------|-------------|------------|
| **A$ MILLION**                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **  | ** ** |
| **Long-term  debt**                      |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |        |       |       |       |        |       |
| Fixed rate US$ debt                 | ** ** | **7.0**    | ** ** | **6.2**    | ** ** | **325.1**  | ** ** | **0.9**    | ** ** | **0.8**    | ** ** | **0.3**    | ** ** | **0.3**    | ** ** | **454.3**  | ** ** | **781.7**  | ** ** | **—** | ** ** | **791.9**   | ** ** | **—** | ** ** | **865.7**   | ** ** |
| Floating rate US$ debt (b)          | ** ** | **3.6**    | ** ** | **2.4**    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **127.3**  | ** ** | **194.5**  | ** ** | **—** | ** ** | **321.8**  | ** ** | **—** | ** ** | **323.0**   | ** ** | **—** | ** ** | **331.1**   | ** ** |
| Other A$ debt                       | ** ** | **4.5**    | ** ** | **0.8**    | ** ** | **3.0**    | ** ** | **1.8**    | ** ** | **1.2**    | ** ** | **0.7**    | ** ** | **0.6**    | ** ** | **1.5**    | ** ** | **8.8**    | ** ** | **—** | ** ** | **11.2**    | ** ** | **—** | ** ** | **11.2**    | ** ** |
| Fixed rate CNR  debt                     | ** ** | **2.2**    | ** ** | **5.2**    | ** ** | **—** | ** ** | **—** | ** ** | **7.9**    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **7.9**    | ** ** | **—** | ** ** | **7.8**     | ** ** | **—** | ** ** | **7.8**     | ** ** |
| **Short-term  debt**                     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **  | ** ** |
| Fixed rate CNR  debt                     | ** ** | **0.1**    | ** ** | **4.9**    | ** ** | **3.9**    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **3.9**    | ** ** | **—** | ** ** | **3.9**     | ** ** | **—** | ** ** | **3.9**     | ** ** |
| Other US$ debt                      | ** ** | **1.0**    | ** ** | **5.8**    | ** ** | **1.3**    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **1.3**    | ** ** | **—** | ** ** | **1.5**     | ** ** | **—** | ** ** | **1.5**     | ** ** |
| **Payables  and other items**            | ** ** | **—** | ** ** | **—** | ** ** | **7.1**    | ** ** | **28.3**   | ** ** | **8.2**    | ** ** | **8.3**    | ** ** | **8.4**    | ** ** | **7.3**    | ** ** | **67.6**   | ** ** | **—** | ** ** | **67.6**    | ** ** | **—** | ** ** | **67.6**    | ** ** |
| **Cash at  bank and on deposit**         | ** ** | **—** | ** ** | **4.1**    | ** ** | **762.6**  | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **762.6**  | ** ** | **762.6**  | ** ** | **—**  | ** ** | **762.6**  | ** ** | **—**  | ** ** |
| **Total  (c)**                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **762.6**  | ** ** | **1,206.9** | ** ** | **762.6**  | ** ** | **1,288.8** | ** ** |
| ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **  | ** ** |
| **Interest  rate derivatives**           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **  | ** ** |
| **US  dollar interest rate swaps**       | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **  | ** ** | ** ** | ** ** | ** **  | ** ** |
| Fixed rate payer  against US$ LIBOR | ** ** | **2.0**    | ** ** | **3.4**    | ** ** | **—** | ** ** | **162.1**  | ** ** | **162.1**  | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **324.2**  | ** ** | **1.2**    | ** ** | **1.6**     | ** ** | **—** | ** ** | **4.4**     | ** ** |
| **Total  (c)**                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **1.2**    | ** ** | **1.6**     | ** ** | **—** | ** ** | **4.4**     | ** ** |

 

F-37

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**28           FINANCIAL INSTRUMENTS (CONTINUED)**

 

----

(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 Consolidated Statement ofFinancial Position as follows:

 
| ** **                                                     | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|----------------------------------------------------------------|------------|----------------------|------------|---------------------|------------|
| ** **                                                     | ** ** | **2005**             | ** ** | **2005**            | ** ** |
| Current interest-bearing liabilities                           | ** ** | **257.1**            | ** ** | **333.3**           | ** ** |
| Non-current interest-bearing liabilities                       | ** ** | **610.9**            | ** ** | **792.1**           | ** ** |
| Non-current payables                                           | ** ** | **46.7**             | ** ** | **60.5**            | ** ** |
| Interest and other current payables                            | ** ** | **17.5**             | ** ** | **22.6**            | ** ** |
| **Total carrying amount of financial  instrument liabilities** | ** ** | **932.2**            | ** ** | **1,208.5**         | ** ** |

 

F-38

----

 

**28           FINANCIAL INSTRUMENTS (CONTINUED)**

 
| **INTEREST  RATE RISK**                  | ** ** | **WEIGHTED  AVERAGE** | ** ** | ** **  | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------------------------------------|------------|-----------------------|------------|-------------|------------|--------------------------|------------|------------|------------|------------|------------|------------|------------|
| **EXPOSURE**                             | ** ** | **TERM**              | ** ** | ** **  | ** ** | **PRINCIPAL/MATURITIES** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **AS AT  MARCH 31, 2005**                | ** ** | **IN**                | ** ** | **RATE**    | ** ** | **1 YEAR**               | ** ** | **1 TO 2** | ** ** | **2 TO 3** | ** ** | **3 TO 4** | ** ** | **4 TO 5** | ** ** | **OVER 5** | ** ** | ** ** | ** ** | **CARRYING  AMOUNT (c)** | ** ** | **NET FAIR  VALUE** | ** ** |
| **US$ MILLION**                     | ** ** | **YEARS**             | ** ** | **%PA (a)** | ** ** | **OR LESS**              | ** ** | **YEARS**  | ** ** | **YEARS**  | ** ** | **YEARS**  | ** ** | **YEARS** | ** ** | **YEARS** | ** ** | **TOTAL** | ** ** | **ASSET** | ** ** | **LIABILITY** | ** ** | **ASSET** | ** ** | **LIABILITY** | ** ** |
| **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 |   |
| Other US$ debt                      |       | —                |       | —      |       | —                   |       | —     |       | —     |       | —     |       | — |   | — |   | — |   | — |   | — |   | — |   | — |   |
| **Short-term  debt**                     |       |                  |       |        |       |                     |       |       |       |       |       |       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate CNR  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 |   |
| **Payables  and other items**            |       | —                |       | —      |       | 2.6                      |       | 19.4       |       | —     |       | —     |       | — |   | — |   | 22.0 |   | — |   | 22.0 |   | — |   | 22.0 |   |
| **Cash at  bank and on deposit**         |       | —                |       | 3.9         |       | 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 |   |
|                                          |            |                       |            |             |            |                          |            |            |            |            |            |            |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| **AS AT  MARCH 31, 2004**                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| **A$ MILLION**                      |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |       |
| **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 CNR  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        |       |
| **Payables  and other items**            |       | —     |       | —     |       | 3.4        |       | 25.7       |       | —     |       | —     |       | —     |       | —     |       | 29.1       |       | —     |       | 29.1       |       | —     |       | 29.1       |       |
| **Cash at  bank and on deposit**         |       | —     |       | 3.9        |       | 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 Consolidated Statement ofFinancial Position as follows:

 
| ** **                                                     | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|----------------------------------------------------------------|------------|----------------------|------------|---------------------|------------|
| ** **                                                     | ** ** | **2004**             | ** ** | **2004**            | ** ** |
|                                                           |       |                 |       |                |       |
| Current interest-bearing liabilities                           |       | 17.4                 |       | 23.0                |       |
| Non-current interest-bearing liabilities                       |       | 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-39

----

 

**29****  CONTRACTEDCAPITAL EXPENDITURE**

 
| ** **                                                                          | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|-------------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**                                                                  | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
|                                                                                |       |                 |       |                 |       |                |       |                |       |
| **Contracted capital expenditure**                                                  |       |                 |       |                 |       |                |       |                |       |   |
| Estimated capital expenditure contracted  for at balance date but not provided for: |       |                 |       |                 |       |                |       |                |       |   |
| Payable within one year - controlled  entities                                      | ** ** | **53.9**             |       | 20.4                 | ** ** | ** **          | **69.9**   |                | 27.0       |   |
| Payable within one year - associate  entities                                       | ** ** | **1.9**              |       | 3.6                  | ** ** | ** **          | **2.4**    |                | 4.8        |   |
| **Total contracted capital expenditure**                                            | ** ** | **55.8**             |       | 24.0                 | ** ** | ** **          | **72.3**   |                | 31.8       |   |

 

**30****  CONTRACTEDOPERATING LEASE AND HIRE EXPENDITURE**

 
| **Contracted operating lease and hire  expenditure commitments not otherwise provided for in the financial  statements:** |       |       |       |       |       |       |       |       |       |       |
|---------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| land and buildings                                                                                                        | ** ** | **68.6**   |       | 54.3       | ** ** | ** ** | **89.0**   |       | 72.0       |       |
| quarry and other raw material reserves                                                                                    | ** ** | **81.2**   |       | 61.0       | ** ** | ** ** | **105.2**  |       | 80.7       |       |
| plant and equipment                                                                                                       | ** ** | **36.7**   |       | 22.8       | ** ** | ** ** | **47.6**   |       | 30.1       |       |
| ** **                                                                                                                |       | **186.5**  |       | 138.1      | ** ** | ** ** | **241.8**  |       | 182.8      |       |
| ** **                                                                                                                |       | ** ** |       |       | ** ** | ** ** | ** ** |       |       |       |
| **Contracted operating lease and hire  expenditure comprises:**                                                           |       |       |       |       |       |       |       |       |       |       |
| Operating leases                                                                                                          |       |       |       |       |       |       |       |       |       |       |
| Non-cancellable payable                                                                                                   |       |       |       |       |       |       |       |       |       |       |
| within 1 year                                                                                                             | ** ** | **32.7**   |       | 27.0       | ** ** | ** ** | **42.4**   |       | 35.8       |       |
| between 1 and 2 years                                                                                                     | ** ** | **24.4**   |       | 18.3       | ** ** | ** ** | **31.6**   |       | 24.2       |       |
| between 2 and 5 years                                                                                                     | ** ** | **49.3**   |       | 31.4       | ** ** | ** ** | **63.9**   |       | 41.5       |       |
| after 5 years                                                                                                             | ** ** | **50.9**   |       | 35.7       | ** ** | ** ** | **66.0**   |       | 47.3       |       |
| ** **                                                                                                                |       | **157.3**  |       | 112.4      | ** ** | ** ** | **203.9**  |       | 148.8      |       |
| Other payable                                                                                                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| within 1 year                                                                                                             | ** ** | **2.6**    |       | 2.6        | ** ** | ** ** | **3.4**    |       | 3.4        |       |
| between 1 and 2 years                                                                                                     | ** ** | **2.2**    |       | 1.8        | ** ** | ** ** | **2.9**    |       | 2.4        |       |
| between 2 and 5 years                                                                                                     | ** ** | **4.7**    |       | 3.6        | ** ** | ** ** | **6.1**    |       | 4.8        |       |
| after 5 years                                                                                                             | ** ** | **6.0**    |       | 8.6        | ** ** | ** ** | **7.7**    |       | 11.4       |       |
| ** **                                                                                                                |       | **15.5**   |       | 16.6       | ** ** | ** ** | **20.1**   |       | 22.0       |       |
| **Consolidated entity’s share of associate  entities’ operating lease and hire expenditure commitments:**       |       |       |       |       |       |       |       |       |       |       |
| within 1 year                                                                                                             | ** ** | **3.6**    |       | 1.2        | ** ** | ** ** | **4.7**    |       | 1.6        |       |
| between 1 and 2 years                                                                                                     | ** ** | **1.2**    |       | 0.6        | ** ** | ** ** | **1.5**    |       | 0.8        |       |
| between 2 and 5 years                                                                                                     | ** ** | **4.7**    |       | 3.1        | ** ** | ** ** | **6.1**    |       | 4.0        |       |
| after 5 years                                                                                                             | ** ** | **4.2**    |       | 4.2        | ** ** | ** ** | **5.5**    |       | 5.6        |       |
| ** **                                                                                                                |       | **13.7**   |       | 9.1        | ** ** | ** ** | **17.8**   |       | 12.0       |       |
| **Total operating lease and hire expenditure**                                                                            | ** ** | **186.5**  |       | 138.1      | ** ** | ** ** | **241.8**  |       | 182.8      |       |
| ** **                                                                                                                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Finance leases payable                                                                                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| within 1 year                                                                                                             | ** ** | **0.2**    |       | 0.4        | ** ** | ** ** | **0.2**    |       | 0.5        |       |
| between 1 and 2 years                                                                                                     | ** ** | **0.2**    |       | 0.3        | ** ** | ** ** | **0.3**    |       | 0.5        |       |
| between 2 and 5 years                                                                                                     | ** ** | **0.1**    |       | 0.2        | ** ** | ** ** | **0.1**    |       | 0.2        |       |
| **Total minimum finance lease payments**                                                                                  | ** ** | **0.5**    |       | 0.9        | ** ** | ** ** | **0.6**    |       | 1.2        |       |
| ** **                                                                                                                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Less amounts provided for in the financial  statements current lease liabilities                                          | ** ** | **0.2**    |       | 0.4        | ** ** | ** ** | **0.2**    |       | 0.5        |       |
| non-current lease liabilities                                                                                             | ** ** | **0.3**    |       | 0.5        | ** ** | ** ** | **0.4**    |       | 0.7        |       |
| **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**                   | ** ** | **186.5**  |       | 138.1      | ** ** | ** ** | **241.8**  |       | 182.8      |       |

 

The total of minimum rentals tobe received in the future under non-cancellable subleases as at March 31, 2005 isnot material.

Contingent rentals for 2005 and2004 financial years were not material.

The leases on most of theRinker group’s rental premises contain renewal options. The Rinker group’sdecision to exercise renewal options is primarily dependent upon the level ofbusiness conducted at the location and the profitability thereof.

Leased plant and equipmentconsists primarily of mobile equipment, computer related items, and to a lesserextent fixed production equipment.

 

F-40

----

 

**31****          ****NON-CASH FINANCING ANDINVESTING ACTIVITIES**

There were no material non-cash transactionsduring the years shown other than those disclosed elsewhere in the financialstatements.

** **

**32****          ****RELATED PARTY INFORMATION**

 

**TRANSACTIONSWITHIN CSR LIMITED**

To facilitate the demergerinternal restructure and demerger transactions occurred during the year endedMarch 31, 2003. These arrangements were not necessarily on commercial terms andconditions. Amounts receivable from and payable to CSR at each year end aredetailed in the statement of financial position, Notes 11 and 20.

 

**TRANSACTIONSWITHIN WHOLLY-OWNED GROUP**

During the year Rinker GroupLimited received dividends from its wholly-owned controlled entities, advancedand repaid loans, sold and purchased goods and services and provided accountingand administrative assistance to its wholly-owned controlled entities. Alltransactions during the year ended March 31, 2005 with related parties are oncommercial terms and conditions. Other than as described above or in Note 34,no material amounts were receivable from, or payable to, related parties as atMarch 31, 2005 and 2004, and no material transactions with related partiesoccurred during the year except as detailed in the financial statements.

 

**DIRECTORSAND DIRECTOR-RELATED ENTITIES**

The directors who held officeduring the year and their holdings of Rinker Group Limited securities, aredetailed 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.

 

**TRANSACTIONSWITH DIRECTORS AND DIRECTOR-RELATED ENTITIES**

Transactions entered intoduring the year with directors of Rinker Group Limited and its controlledentities and with their director-related entities which are within normalcustomer or employee relationships on terms and conditions no more favorablethan those available to other customers, employees, or shareholders include:

the acquisition of shares in Rinker Group Limited under the employeeshare plans,

dividends from ordinary shares in Rinker Group Limited,

the sale of goods and services,

contracts of employment and reimbursement of expenses, and

contracts of employment with relatives of directors on either afull-time or work experience basis.

 

**SHAREHOLDINGSOF DIRECTORS AND DIRECTOR-RELATED ENTITIES**

 

The holdings of directors atMarch 31, 2005 is given below.

 
| ** **                                        | ** ** | **NATURE OF**   | ** ** | ** ** | ** ** | **BALANCE**             | ** ** | **GRANTED SUBJECT TO** | ** ** | **NET CHANGES** | ** ** | **BALANCE**             | ** ** |
|---------------------------------------------------|------------|-----------------|------------|------------|------------|-------------------------|------------|------------------------|------------|-----------------|------------|-------------------------|------------|
| ** **                                        | ** ** | **HOLDING (1)** | ** ** | **NOTE**   | ** ** | **March 31, 2004** | ** ** | **PERFORMANCE HURDLE** | ** ** | **OTHER (2)**   | ** ** | **March 31, 2005** | ** ** |
| **Rinker Group Limited directors shareholdiings** |       |            |       |       | ** ** | ** **              |       |                   |       |            |       |                    |       |
| John Arthur                                       |       | Ordinary        |       |       |       | 17,663                  |       | —                 |       | —          |       | 17,663                  |       |
|                                              |       | CASP / PSP      |       | (3)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | ESAP            |       | (4)        |       | 6,396                   |       | —                 |       | 8,346           |       | 14,742                  |       |
|                                              |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **                                        |       | **TOTAL**       |       |       | ** ** | **24,059**              | ** ** | **—**             | ** ** | **8,346**       | ** ** | **32,405**              | ** ** |
| David Clarke                                      |       | Ordinary        |       |       |       | 260,414                 |       | —                 |       | 1,085           |       | 261,499                 |       |
|                                              |       | CASP / PSP      |       | (3)        |       | —                  |       | 500,000                |       | —          |       | 500,000                 |       |
|                                              |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | SERP            |       | (5)        |       | 245,026                 |       | —                 |       | 3,994           |       | 249,020                 |       |
| ** **                                        |       | **TOTAL**       |       |       | ** ** | **505,440**             | ** ** | **500,000**            | ** ** | **5,079**       | ** ** | **1,010,519**           | ** ** |
| Marshall Criser                                   |       | Ordinary        |       |       |       | 34,000                  |       | —                 |       | —          |       | 34,000                  |       |
|                                              |       | CASP / PSP      |       | (3)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **                                        |       | **TOTAL**       |       |       | ** ** | **34,000**              | ** ** | **—**             | ** ** | **—**      | ** ** | **34,000**              | ** ** |
| John Ingram                                       |       | Ordinary        |       |       |       | 15,000                  |       | —                 |       | —          |       | 15,000                  |       |
|                                              |       | CASP / PSP      |       | (3)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | 1,635           |       | 1,635                   |       |
|                                              |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **                                        |       | **TOTAL**       |       |       | ** ** | **15,000**              | ** ** | **—**             | ** ** | **1,635**       | ** ** | **16,635**              | ** ** |
| John Morschel                                     |       | Ordinary        |       |       |       | 39,640                  |       | —                 |       | —          |       | 39,640                  |       |
|                                              |       | CASP / PSP      |       | (3)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | ESAP            |       | (4)        |       | 9,594                   |       | —                 |       | 8,228           |       | 17,822                  |       |
|                                              |       | SERP            |       | (5)        | ** ** | **—**              | ** ** | **—**             | ** ** | **—**      | ** ** | **—**              | ** ** |
| ** **                                        |       | **TOTAL**       |       |       | ** ** | **49,234**              |       | —                 | ** ** | **8,228**       | ** ** | **57,462**              | ** ** |
| Walter Revell                                     |       | Ordinary        |       |       |       | 20,000                  |       | —                 |       | —          |       | 20,000                  |       |
|                                              |       | CASP / PSP      |       | (3)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|                                              |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **                                        |       | **TOTAL**       |       |       | ** ** | **20,000**              | ** ** | **—**             | ** ** | **—**      | ** ** | **20,000**              | ** ** |

 

F-41

----

 

**32****          ****RELATED PARTY INFORMATION(CONTINUED)**

 

**Shareholdings of executives andexecutive-related entities**

The holdings of executives at March 31,2005 is given below.

 
| ** **      | ** ** | **NATURE OF**   | ** ** | ** ** | ** ** | **BALANCE**             | ** ** | **GRANTED SUBJECT TO** | ** ** | **NET CHANGES** | ** ** | **BALANCE**             | ** ** |
|-----------------|------------|-----------------|------------|------------|------------|-------------------------|------------|------------------------|------------|-----------------|------------|-------------------------|------------|
| ** **      | ** ** | **HOLDING (1)** | ** ** | **NOTE**   | ** ** | **March 31, 2004** | ** ** | **PERFORMANCE HURDLE** | ** ** | **OTHER (2)**   | ** ** | **March 31, 2005** | ** ** |
|            | ** ** | ** **      | ** ** | ** ** | ** ** | ** **              | ** ** | ** **             | ** ** | ** **      | ** ** | ** **              | ** ** |
| Peter Abraham   |       | Ordinary        |       |       |       | 230,773                 |       | —                 |       | (99,800         | )          | 130,973                 |       |
|            |       | CASP / PSP      |       | (3)        |       | 27,796                  |       | 35,000                 |       | —          |       | 62,796                  |       |
|            |       | ESAP            |       | (4)        |       | 4,385                   |       | —                 |       | 4,389           |       | 8,774                   |       |
|            |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **262,954**             | ** ** | **35,000**             | ** ** | **(95,411**     | **)**      | **202,543**             | ** ** |
| David Berger    |       | Ordinary        |       |       |       | 35,860                  |       | —                 |       | 302             |       | 36,162                  |       |
|            |       | CASP / PSP      |       | (3)        |       | —                  |       | 120,000                |       | —          |       | 120,000                 |       |
|            |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | SERP            |       | (5)        |       | 50,840                  |       | —                 |       | 67,411          |       | 118,251                 |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **86,700**              | ** ** | **120,000**            | ** ** | **67,713**      | ** ** | **274,413**             | ** ** |
| Tom Burmeister  |       | Ordinary        |       |       |       | 20,000                  |       | —                 |       | —          |       | 20,000                  |       |
|            |       | CASP / PSP      |       | (3)        |       | —                  |       | 120,000                |       | —          |       | 120,000                 |       |
|            |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | SERP            |       | (5)        |       | 32,518                  |       | —                 |       | 19,484          |       | 52,002                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **52,518**              | ** ** | **120,000**            | ** ** | **19,484**      | ** ** | **192,002**             | ** ** |
| Sharon DeHayes  |       | Ordinary        |       |       |       | 21,319                  |       | —                 |       | 176             |       | 21,495                  |       |
|            |       | CASP / PSP      |       | (3)        |       | —                  |       | 120,000                |       | —          |       | 120,000                 |       |
|            |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | SERP            |       | (5)        |       | 21,690                  |       | —                 |       | 353             |       | 22,043                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **43,009**              | ** ** | **120,000**            | ** ** | **529**         | ** ** | **163,538**             | ** ** |
| Ira Fialkow     |       | Ordinary        |       |       |       | 21,540                  |       | —                 |       | 2,830           |       | 24,370                  |       |
|            |       | CASP / PSP      |       | (3)        |       | —                  |       | 100,000                |       | —          |       | 100,000                 |       |
|            |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | SERP            |       | (5)        |       | 42,650                  |       | —                 |       | 35,210          |       | 77,860                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **64,190**              | ** ** | **100,000**            | ** ** | **38,040**      | ** ** | **202,230**             | ** ** |
| Duncan Gage     |       | Ordinary        |       |       |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | CASP / PSP      |       | (3)        |       | —                  |       | 100,000                |       | —          |       | 100,000                 |       |
|            |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | SERP            |       | (5)        |       | —                  |       | —                 |       | 40,121          |       | 40,121                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **—**              | ** ** | **100,000**            | ** ** | **40,121**      | ** ** | **140,121**             | ** ** |
| Debra Stirling  |       | Ordinary        |       |       |       | 213,577                 |       | —                 |       | 500             |       | 214,077                 |       |
|            |       | CASP / PSP      |       | (3)        |       | 18,531                  |       | 25,000                 |       | —          |       | 43,531                  |       |
|            |       | ESAP            |       | (4)        |       | 36,098                  |       | —                 |       | 20,945          |       | 57,043                  |       |
|            |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **268,206**             | ** ** | **25,000**             | ** ** | **21,445**      | ** ** | **314,651**             | ** ** |
| Karl Watson Jr. |       | Ordinary        |       |       |       | 13,100                  |       | —                 |       | —          |       | 13,100                  |       |
|            |       | CASP / PSP      |       | (3)        |       | 53,369                  |       | 120,000                |       | —          |       | 173,369                 |       |
|            |       | ESAP            |       | (4)        |       | 97,410                  |       | —                 |       | 46,358          |       | 143,768                 |       |
|            |       | SERP            |       | (5)        |       | —                  |       | —                 |       | —          |       | —                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **163,879**             | ** ** | **120,000**            | ** ** | **46,358**      | ** ** | **330,237**             | ** ** |
| Karl Watson Sr. |       | Ordinary        |       |       |       | 10,500                  |       | —                 |       | —          |       | 10,500                  |       |
|            |       | CASP / PSP      |       | (3)        |       | —                  |       | 120,000                |       | —          |       | 120,000                 |       |
|            |       | ESAP            |       | (4)        |       | —                  |       | —                 |       | —          |       | —                  |       |
|            |       | SERP            |       | (5)        |       | 42,650                  |       | —                 |       | 689             |       | 43,339                  |       |
| ** **      |       | **TOTAL**       |       |       | ** ** | **53,150**              | ** ** | **120,000**            | ** ** | **689**         | ** ** | **173,839**             | ** ** |

 

F-42

----

 

**32****          ****RELATED PARTY INFORMATION(CONTINUED)**

 

----

| (1) | Including  ADRs (if applicable).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes  changes resulting from purchases and sales during the year. This column will  also show, when applicable, the vesting or forfeiture of shares held under  CASP and PSP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (3) | CASP and PSP  shares are at risk and will be eligible to vest if performance criteria are  met.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4) | Includes  shares purchased by the executive under the ESAP scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (5) | During year  ended March 31, 2004, the chief executive and some senior executives had an  additional exposure to movements in Rinker’s share price by virtue of their  election to invest in ‘notional Rinker shares’ under the Rinker group’s SERP.  These are listed in the March 31, 2004 Balance column. The SERP is a non-  qualified defined contribution plan in the United States to which eligible  employees and employers make contributions. During year ended March 31, 2005,  a Rinker subsidiary (through a trustee) acquired Rinker ordinary shares or  Rinker ADRs reflecting the Rinker group’s liabilities under the SERP, and  gave participants the ability to decide how the shares and ADRs will be  voted. The amounts shown under Net Changes Other represents the increase  during year ended March 31, 2005 in the executive’s future entitlement to  Rinker ordinary shares or Rinker ADRs under the SERP. |

 

**RELATIONSHIP BETWEEN CSR LIMITED AND RINKER GROUP LIMITED**

 

On March 28, 2003, the FederalCourt of Australia approved the demerger of Rinker Group Limited from CSRLimited. Rinker Group Limited was admitted to the official list of the ASX andits shares were quoted on the stock market conducted by the ASX effective March31, 2003 (on a deferred settlement basis).

 

Prior to the demerger, RinkerGroup Limited was a wholly owned subsidiary of CSR.  As a result of the demerger, Rinker GroupLimited became a separately listed company and the CSR group and the Rinkergroup now operate independently of each other.

 

As part of the demerger transitionprocess, the CSR group and the Rinker group entered into various contractualarrangements dealing with the separation and the ongoing business relationshipsand operations between CSR Limited and Rinker Group Limited as independentcompanies as detailed below:

 

*Property*

 

Readymix has agreed to sharefuture property profits from certain land sales with CSR Limited.

 

*Indemnityand claims management*

 

CSR Limited has granted RinkerGroup Limited, its subsidiaries, directors, officers and employees and the directors,officers and employees of its subsidiaries an indemnity against liability (tothe extent it is not covered by Rinker Group Limited’s insurance) arising fromany claim made against any of them arising from any actions or omissions donein relation to any of the businesses which are conducted by the CSR group afterthe demerger (or businesses that would have been conducted by the CSR groupafter the demerger except that those businesses have been closed before thedemerger) regardless of when the liability or loss to which the claim relatesarises. In addition, CSR Limited would be required to indemnify Rinker groupcompanies in the event of any asbestos related liabilities imposed on them onaccount of CSR Limited’s legal torts.

 

Rinker Group Limited hasgranted CSR Limited, its subsidiaries, directors, officers and employees andthe directors, officers and employees of its subsidiaries an indemnity againstliability (to the extent it is not covered by CSR Limited’s insurance) arisingfrom any claim made against any of them arising from any actions or omissionsdone in relation to any of the businesses which are conducted by the Rinkergroup after the demerger (or businesses that would have been conducted by theRinker group after the demerger except that those businesses have been closedbefore the demerger), regardless of when the liability or loss to which theclaim relates arises.

 

*Insurance*

 

Rinker Group Limited isresponsible for its own insurance arrangements, including directors’ andofficers’ insurance following the demerger. However, the directors and officersof Rinker Group Limited and CSR Limited at March 28, 2003 will continue to havethe benefit of the directors’ and officers’ run-off insurance held by CSRLimited in respect of matters which occurred before the demerger took effect.

 

*TaxLiability*

 

The Rinker group is responsiblefor, and has indemnified CSR Limited in respect of, tax liabilities relating tothe businesses conducted by Rinker group companies after the demerger as thoughthe relevant Rinker group companies had always owned and operated thosebusinesses, and the CSR group is responsible for, and has indemnified RinkerGroup Limited in respect of, tax liabilities relating to the businessesconducted by the CSR group after the demerger.

 

*Transitionand shared services arrangements*

 

Following the demerger, RinkerGroup Limited and CSR Limited entered into an agreement pursuant to which theCSR group supplied, or procured the supply of, a variety of services to theRinker group during a transitional period. The transitional period for allservices was completed within the year ended March 31, 2005.  Certain limited services, primarily access tohuman resources and payroll IT systems are obtained from CSR under an ongoingsupply agreement.

 

F-43

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**32****          ****RELATED PARTY INFORMATION(CONTINUED)**

 

*Bondguarantee*

 

At March 31, 2005, CSR Limitedhad outstanding pre-demerger guarantees on 2005 bonds amounting to US$250.0million (A$331.0 million) taken over by Rinker Group Limited as part of thedemerger transaction. Rinker Group Limited has provided CSR Limited bankletters of credit to provide indemnity against any liability arising to CSRLimited in respect of these bonds.

 

*Workers’compensation arrangements*

 

CSR Limited and Rinker GroupLimited have entered into deeds of indemnity and management agreements relatingto workers’ compensation claims relating to incidents prior to the demerger.The deeds of indemnity provides for indemnities in respect of common law andstatutory workers’ compensation liabilities after the demerger.

 

*Superannuationarrangements*

 

Details are provided in note33.

 

**33****          ****SUPERANNUATION COMMITMENTSAND OTHER EMPLOYEE BENEFITS**

 

Rinker Group Limited and itscontrolled entities participate in a number of superannuation funds inAustralia, the United States (US) and other countries where they operate. Thefunds provide benefits either on a defined benefit or cash accumulation basis,for employees on retirement, resignation or disablement, or to their dependentson 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.

 

**ASSETBACKING**

The assets of the US basedsuperannuation funds were not sufficient to satisfy all benefits which wouldhave been vested in the event of termination of the funds, or in the event ofthe voluntary or compulsory termination of the employment of each employee tothe extent shown below.

 

The total deficit of the USplans based on their most recent audited actuarial reviews totalled US$7.0million (A$8.8 million) (Rinker Materials Corporation Defined Benefit PensionPlan: deficit US$1.3 million (A$1.6 million), Rinker Materials Corporation Retirement Income Plan: deficit US$4.8 million(A$6.1 million), United Metro/San Xavier Collectively Bargained Pension Plan:deficit US$0.9 million (A$1.1 million)) as detailed in the table below.

 

The total deficit of the USplans based on updated but unaudited reviews at January 1, 2005 totalledUS$19.2 million (A$24.8 million) (Rinker Materials Defined Benefit CorporationPension Plan: deficit US$5.3 million (A$6.9 million), Rinker MaterialsCorporation Retirement Income Plan: deficit US$8.9 million (A$11.5 million),  United Metro Xavier Collectively BargainedPension Plan: deficit US$5.0 million (A$6.4 million)).

 

**ACCUMULATIONFUNDS**

The benefits provided byaccumulation funds are based on the contributions and income thereon held bythe fund on behalf of the member. Contributions are made by the member and thecompany based on a percentage of the member’s salary, as specified by the rulesof the fund. These contributions are expensed in the period they are incurred.

 

**DEFINEDBENEFIT 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 apercentage of salary, are specified by the rules of the fund.  Employer contributions generally vary basedon actuarial advice and may be reduced or even cease when a fund is inactuarial surplus. These contributions are expensed in the period they areincurred.  The currently assessedshortfall of net market value of plan assets compared to accrued benefits hasnot been recognised as a liability in the financial statements as Rinker GroupLimited and its controlled entities do not presently have a legal orconstructive obligation to meet the deficit, other than the annually determinedminimum funding amount.  The annuallydetermined minimum funding amount has been appropriately recognised as aliability at year end.

 

**HARWOODSUPERANNUATION FUND**

In Australia, Rinker groupentities participate in the Harwood Superannuation Fund (formerly CSRAustralian Superannuation Fund) for those Rinker group employees who arecurrently members of that fund and any new employees who become members of thatfund. CSR Limited and Rinker Group Limited each separately cover, in effect,50% of the funding of the accrued defined benefit liabilities of the Harwood SuperannuationFund as at the demerger date, which are revalued by the actuary at leastannually. Rinker Group Limited is responsible for obligations with respect tobenefits accrued after the demerger relating to individuals who are employedwithin the Rinker group post demerger by their respective group companies.

 

F-44

----

 

**33****          ****SUPERANNUATION COMMITMENTSAND OTHER EMPLOYEE BENEFITS (CONTINUED)**

 

**DEFINED BENEFIT FUNDS SPONSORED BY RINKER GROUPENTITIES**

 
| ** **                                                       | ** ** | ** **   | ** ** | ** **       | ** ** | ** **    | ** ** | ** **   | ** ** | **EMPLOYER**          | ** ** |
|------------------------------------------------------------------|------------|--------------|------------|------------------|------------|---------------|------------|--------------|------------|-----------------------|------------|
| ** **                                                       | ** ** | ** **   | ** ** | ** **       | ** ** | ** **    | ** ** | ** **   | ** ** | **CONTRIBUTIONS FOR** | ** ** |
| ** **                                                       | ** ** | **ACCRUED**  | ** ** | **MARKET VALUE** | ** ** | **SURPLUS**   | ** ** | **VESTED**   | ** ** | **THE YEAR**          | ** ** |
| **US$ MILLION**                                             | ** ** | **BENEFITS** | ** ** | **OF ASSETS**    | ** ** | **(DEFICIT)** | ** ** | **BENEFITS** | ** ** | **PAID**              | ** ** | **PAYABLE** | ** ** |
| Harwood Superannuation Fund - Defined  Benefit Division (a)      | ** ** | ** **   | ** ** | ** **       | ** ** | ** **    | ** ** | ** **   | ** ** | ** **            | ** ** | ** ** | ** ** |
| Pre-demerger                                                     |       | 7.7          |       | 10.8             |       | 3.1           |       | 7.6          |       | 1.1                   |       | — |   |
| Post-demerger                                                    |       | 1.6          |       | 2.2              |       | 0.6           |       | 1.3          |       | 0.6                   |       | — |   |
| Rinker Materials Corporation Defined  Benefit Pension Plan (b)   |       | 12.1         |       | 10.8             |       | (1.3          | )          | 11.5         |       | 1.3                   |       | 0.3 |   |
| Rinker Materials Corporation Retirement  Income Plan (b)         |       | 19.9         |       | 15.1             |       | (4.8          | )          | 19.5         |       | 3.7                   |       | 0.7 |   |
| United Metro/San Xavier Collectively  Bargained Pension Plan (c) |       | 12.0         |       | 11.1             |       | (0.9          | )          | 11.1         |       | 2.2                   |       | 0.4 |   |
|                                                             |       |         |       |             |       |          |       |         |       |                  |       |   |   |
| ** **                                                       | ** ** | ** **   | ** ** | ** **       | ** ** | ** **    | ** ** | ** **   | ** ** | **EMPLOYER**          | ** ** |
| ** **                                                       | ** ** | ** **   | ** ** | ** **       | ** ** | ** **    | ** ** | ** **   | ** ** | **CONTRIBUTIONS FOR** | ** ** |
| ** **                                                       | ** ** | **ACCRUED**  | ** ** | **MARKET VALUE** | ** ** | **SURPLUS**   | ** ** | **VESTED**   | ** ** | **THE YEAR**          | ** ** |
| **A$ MILLION**                                              | ** ** | **BENEFITS** | ** ** | **OF ASSETS**    | ** ** | **(DEFICIT)** | ** ** | **BENEFITS** | ** ** | **PAID**              | ** ** | **PAYABLE** | ** ** |
| Harwood Superannuation Fund - Defined  Benefit Division (a)      |       |         |       |             |       |          |       |         |       |                  |       |   |   |
| Pre-demerger                                                     |       | 10.0         |       | 14.0             |       | 4.0           |       | 9.9          |       | 1.4                   |       | — |   |
| Post-demerger Rinker group plan                                  |       | 2.1          |       | 2.9              |       | 0.8           |       | 1.7          |       | 0.8                   |       | — |   |
| Rinker Materials Corporation Defined  Benefit Pension Plan (b)   |       | 15.6         |       | 14.0             |       | (1.6          | )          | 15.0         |       | 1.7                   |       | 0.4 |   |
| Rinker Materials Corporation Retirement  Income Plan (b)         |       | 25.7         |       | 19.6             |       | (6.1          | )          | 25.2         |       | 4.8                   |       | 0.9 |   |
| United Metro/San Xavier Collectively  Bargained Pension Plan (c) |       | 15.5         |       | 14.4             |       | (1.1          | )          | 14.4         |       | 2.9                   |       | 0.5 |   |

 

----

(a)                                  Theamounts represent the actuarial liabilities, determined to be past serviceliabilities, calculated at March 31, 2005 based on the assumptions used for thelast actuarial review which was performed on June 30, 2003 by R Paton FIAFIAA.  The Fund was separated into twoseparate plans from the date of demerger, a Rinker group plan and a CSR Limitedplan.  Each of these plans comprises apre and post demerger component.  Shownabove is information on the pre and post-demerger components of the Rinkergroup plan.

 

As at March31, 2005, the assets attributable to the Rinker group and CSR Limited combinedpre-demerger plan were 118% of the corresponding actuarial liabilities.  There is an enforceable obligation for RinkerGroup Limited and CSR Limited to contribute such amounts as to ensure that theassets are not less than 120% of the amount required to meet the accrueddefined benefit liabilities as at the demerger date.  CSR Limited has made available to the fund abank guarantee to satisfy this obligation. The actuary revalues the accrued benefit liabilities 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%.

 

As at March31, 2005, the assets attributable to the post demerger Rinker group plan were140% of the corresponding actuarial liabilities.  There is an enforceable obligation for RinkerGroup Limited to contribute such amounts as to ensure that the assets are notless than 120% of the amount required to meet the actuarial liabilities.  The actuary revalues the accrued benefitliabilities at least annually.

 

(b)           Last actuarial review performed by MichaelVon Behren EA MAAA on January 1, 2004.

 

(c)           Lastactuarial review performed by Michael Von Behren EA MAAA on October 1, 2003.

 

In addition, Rinker Materialscontributes to a number of multi-employer defined benefit plans, under theterms of enterprise bargaining/union agreements.  Contributions to these plans are expensed inthe period incurred, and amounted to US$11.0 million or A$14.9 million during2005 (2004:US$9.9 million, A$14.2 million).

 

F-45

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**34****           EQUITY ACCOUNTINGINFORMATION**

 
| ** **                                     | ** ** | ** **             | ** ** | **OWNERSHIP INTEREST** | ** ** | **CARRYING AMOUNT** | ** ** |
|------------------------------------------------|------------|------------------------|------------|------------------------|------------|---------------------|------------|
| ** **                                     | ** ** | ** **             | ** ** | **%**                  | ** ** | **%**               | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
| ** **                                     | ** ** | ** **             | ** ** | **2005**               | ** ** | **2004**            | ** ** | **2005** | ** ** | **2004** | ** ** | **2005** | ** ** | **2004** | ** ** |
| ** **                                     | ** ** | ** **             | ** ** | ** **             | ** ** | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Name of  entity**                            | ** ** | **Principal activity** |       |                   |       |                |       |   |   |   |   |   |   |   |   |   |
| Cement Australia  Holdings Pty Limited (a) (b) | ** ** | cement manufacture     |       | 25                     |       | 25                  |       | **121.3** |   | 106.0 |   |   | **157.3** |   | 140.3 |   |
| Metromix Pty  Limited                          | ** ** | pre-mixed concrete     |       | 50                     |       | 50                  |       | **8.7** |   | 8.9 |   |   | **11.3** |   | 11.8 |   |
| Granite Canyon Joint Venture (b)               | ** ** | aggregates             |       | 49                     |       | 49                  |       | **4.5** |   | 4.3 |   |   | **5.8** |   | 5.7 |   |
| Other immaterial  associates                   | ** ** |                   |       |                   |       |                |       | **0.1** |   | 0.2 |   |   | **0.2** |   | 0.3 |   |
| Associates                                     | ** ** |                   |       |                   |       |                |       | **134.6** |   | 119.4 |   |   | **174.6** |   | 158.1 |   |
|                                           | ** ** |                   |       |                   |       |                |       | ** ** |   |   |   |   | ** ** |   |   |   |
| Cement Australia  Partnership (a) (b)          | ** ** | cement distribution    |       | 25                     |       | 25                  |       | **6.5** |   | 7.5 |   |   | **8.4** |   | 9.9 |   |
| Emoleum  Partnership (b)                       | ** ** | road resurfacing       |       | 50                     |       | 50                  |       | **18.5** |   | 13.6 |   |   | **24.0** |   | 17.9 |   |
| Other immaterial  partnerships                 | ** ** |                   |       |                   |       |                |       | **2.9** |   | 2.9 |   |   | **3.7** |   | 4.0 |   |
| Partnerships                                   | ** ** |                   |       |                   |       |                |       | **27.9** |   | 24.0 |   |   | **36.1** |   | 31.8 |   |
| **Total  associate entities**                  | ** ** |                   |       |                   |       |                |       | **162.5** |   | 143.4 |   |   | **210.7** |   | 189.9 |   |

 

----

(a)                                  OnJune 1, 2003, Rinker group’s 50% interest in its associated company, AustralianCement Holdings Pty Limited, was reduced to 25% after this business was mergedwith Queensland Cement Limited.  Theentity was then renamed Cement Australia Holdings Pty Limited.  Prior to the merger Australian CementHoldings Pty Limited repurchased preference shares held by Rinker group inexchange for a US$55.3 million (A$81.8 million) loan.  During the year ended March 31, 2005, CementAustralia Holdings restructured its borrowing arrangements resulting in arepayment to Rinker group of US$14.8 million (A$19.2 million), reducing theoutstanding loan balance to US$34.7 million (A$45.0 million).

 

(b)                                 Theyear end is December 31.

 
| ** **                                                                           | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|--------------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| ** **                                                                           | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
| **Equity accounted amount of investments at  the beginning of the financial year**   |       | **143.4**            |       | 156.5                | ** ** | ** **          | **189.9**  |                | 260.5      |   |
| Share of associate entities’ profit from ordinary activities before  income tax |       | **26.3**             |       | 15.7                 | ** ** | ** **          | **35.7**   |                | 23.0       |   |
| Share of  income tax                                                                 |       | **5.1**              |       | (0.7                 | )          |                | **7.0**    |                | (1.0       | ) |
| Dividends  and distributions received                                                |       | **(15.4**            | **)**      | (13.1                | )          |                | **(20.7**  | **)**               | (17.4      | ) |
| Capital  repaid                                                                      |       | **—**           |       | (55.3                | )          |                | **—** |                | (81.8      | ) |
| Capital  invested                                                                    |       | **—**           |       | 5.7                  | ** ** | ** **          | **—** |                | 8.2        |   |
| Foreign  currency translation and other                                              |       | **3.1**              |       | 34.6                 | ** ** | ** **          | **(1.2**   | **)**               | (1.6       | ) |
| **Equity accounted amount of investments at  the end of the financial year**         |       | **162.5**            |       | 143.4                | ** ** | ** **          | **210.7**  |                | 189.9      |   |

 

One of Rinker’s associatecompanies and that associate company’s wholly-owned Australian residententities have elected to consolidate and be treated as a single entity fromJune 1, 2003 under the legislation referred to in Note 9.  The implementation of the tax consolidationsystem has been formally notified to the Australian Taxation Office.  The financial impact of this election isincluded in Rinker’s aggregate share of profits of associate companies above.

 
| ** **                                               | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** |   |
|----------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|--------|
| **YEAR ENDED MARCH 31**                                  | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            |   |
|                                                     |       | ** **           | ** ** |                 |       | ** **          | ** ** |                |   |
| **Share of reserves attributable to  associates**        |       |                 |       |                 |       |                |       |                |   |   |
| retained profits                                         | ** ** | **4.0**              |       | 10.6                 | ** ** | ** **          | **5.1**    |                | 14.1   |   |
|                                                     |       |                 |       |                 |       |                |       |                |   |   |
| **Summarised financial position of associate  entities** |       |                 |       |                 |       |                |       |                |   |   |
| Assets                                                   |       |                 |       |                 |       |                |       |                |   |   |
| cash                                                     | ** ** | **8.3**              |       | 14.6                 | ** ** | ** **          | **10.7**   |                | 19.4   |   |
| other current assets                                     | ** ** | **326.7**            |       | 308.6                | ** ** | ** **          | **423.6**  |                | 408.6  |   |
| property, plant and equipment                            | ** ** | **488.1**            |       | 471.4                | ** ** | ** **          | **632.8**  |                | 624.2  |   |
| other non-current assets                                 | ** ** | **234.0**            | ** ** | 209.8                | ** ** | ** **          | **303.4**  |                | 277.8  |   |
| Liabilities                                              |       |                 | ** ** |                 |       |                |       |                |   |   |
| current accounts payable                                 | ** ** | **(166.2**           | **)**      | (163.6               | )          |                | **(215.5** | **)**               | (216.6 | ) |
| current borrowings and other liabilities                 | ** ** | **(33.8**            | **)**      | (359.3               | )          |                | **(43.8**  | **)**               | (475.7 | ) |
| non-current liabilities                                  | ** ** | **(408.3**           | **)**      | (69.8                | )          |                | **(529.3** | **)**               | (92.4  | ) |
| **Net assets**                                           | ** ** | **448.8**            | ** ** | 411.7                | ** ** | ** **          | **581.9**  |                | 545.3  |   |
|                                                     |       |                 | ** ** |                 |       |                |       |                |   |   |
| **Balances and transactions with associate  entities**   |       |                 | ** ** |                 |       |                |       |                |   |   |
| Current loans and receivables                            | ** ** | **13.0**             | ** ** | 11.3                 | ** ** | ** **          | **16.8**   |                | 15.0   |   |
| Non current loans and receivables                        | ** ** | **74.6**             | ** ** | 84.6                 | ** ** | ** **          | **96.7**   |                | 112.1  |   |
| New loans and receivables                                | ** ** | **20.3**             | ** ** | 69.6                 | ** ** | ** **          | **27.7**   |                | 102.3  |   |
| Loans and receivables repaid                             | ** ** | **40.4**             | ** ** | 19.4                 | ** ** | ** **          | **57.7**   |                | 28.5   |   |
| Current payables                                         | ** ** | **35.0**             | ** ** | 28.5                 | ** ** | ** **          | **45.4**   |                | 37.9   |   |
| Purchases of goods and services                          | ** ** | **200.3**            | ** ** | 140.9                | ** ** | ** **          | **271.2**  |                | 200.3  |   |
| Sale of goods and services                               | ** ** | **45.1**             | ** ** | 33.9                 | ** ** | ** **          | **61.1**   |                | 48.0   |   |
| Dividends and distributions received and  receivable     | ** ** | **15.4**             | ** ** | 13.1                 | ** ** | ** **          | **20.7**   |                | 17.4   |   |

 

F-46

----

 

**35****          ****ACQUISITIONS AND DISPOSALSOF CONTROLLED ENTITIES AND BUSINESSES**

 
| ** **                                                           | ** ** | **DATE**       | ** ** | **PRINCIPAL**    | ** ** | **INTEREST** | ** ** | **CONSIDERATION**    | ** ** | **NET  TANGIBLE ASSETS** | ** ** |
|----------------------------------------------------------------------|------------|----------------|------------|------------------|------------|--------------|------------|----------------------|------------|--------------------------|------------|
| **YEAR ENDED MARCH 31, 2005**                                        | ** ** | **ACQUIRED**   | ** ** | **ACTIVITY**     | ** ** | **%**        | ** ** | **US$ MILLION** | ** ** | **A$ MILLION**      | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** |
| **Controlled  entities acquired excluding intragroup transfers (a)** |       |           |       |             |       |         |       |                 |       |                     |       |   |   |   |   |
| Loven, Inc.                                                          |       | April 14, 2004 |       | pre-mix concrete |       | 100          | %          | 9.9                  |       | 13.6                     |       | 7.6 |   | 10.5 |   |
| **Business  acquired during the year**                               |       |           |       |             |       |         |       | 29.9                 |       | 40.6                     |       | 18.6 |   | 25.1 |   |
| ** **                                                           | ** ** | ** **     | ** ** | ** **       | ** ** | ** **   |       | **39.8**             | ** ** | **54.2**                 |       | **26.2** | ** ** | **35.6** |   |

 
| ** **                                                        | ** ** | ** **        | ** ** | ** **             | ** ** | ** ** | ** ** | **GAIN  (LOSS)  ON DISPOSAL** | ** ** | **NET  TANGIBLE ASSETS** | ** ** |
|-------------------------------------------------------------------|------------|-------------------|------------|------------------------|------------|------------|------------|-------------------------------|------------|--------------------------|------------|
| ** **                                                        | ** ** | ** **        | ** ** | ** **             | ** ** | ** ** | ** ** | **US$ MILLION**          | ** ** | **A$ MILLION**      | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** |
| **Controlled  entities disposed excluding demerged entities (a)** | ** ** | ** **        | ** ** | ** **             | ** ** | ** ** | ** ** | ** **                    | ** ** | ** **               | ** ** | ** ** | ** ** | ** ** | ** ** |
| Rinker Materials Polypipe,  Inc. and Pipeliners, Inc.             |       | February 25, 2005 |       | plastic pipe and liner |       | 100        | %          | 8.3                           |       | 10.6                     |       | 43.4 |   | 55.2 |   |
| **Business  disposed during the year**                            |       |              |       |                   |       |       |       | (18.7                         | )          | (24.2                    | )          | 45.0 |   | 58.6 |   |
|                                                              |       |              |       |                   |       |       |       | **(10.4**                     | **)**      | **(13.6**                | **)**      | **88.4** | ** ** | **113.8** |   |

 
| ** **                                                                         | ** ** | **CONSOLIDATED  ACQUISITIONS  US$ MILLION** | ** ** | **CONSOLIDATED  DISPOSALS  US$ MILLION** | ** **          |
|------------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|-----------------------------------------------|---------------------|
| ** **                                                                         | ** ** | **2005**                                         | ** ** | **2004**                                      | ** **          | **2003 (b)** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003 (b)** | ** ** |
| **Value of net assets of controlled entities  and businesses acquired (disposed)** | ** ** | ** **                                       |       |                                          |                |   | ** ** | ** ** | ** ** |   |   |   |   |   |
| Cash                                                                               | ** ** | **0.8**                                          |       | —                                        |                | 18.7 | ** ** | ** ** | **—** |   | — |   | — |   |
| Receivables                                                                        | ** ** | **4.4**                                          |       | 4.9                                           |                | 67.1 | ** ** | ** ** | **11.8** |   | — |   | 2.2 |   |
| Inventories                                                                        | ** ** | **1.0**                                          |       | 1.9                                           |                | 14.7 | ** ** | ** ** | **23.3** |   | 0.5 |   | 5.5 |   |
| Other current assets                                                               | ** ** | **0.4**                                          |       | 0.2                                           |                | 3.0 | ** ** | ** ** | **0.4** |   | — |   | — |   |
| Investments                                                                        | ** ** | **—**                                       |       | 0.1                                           |                | 5.0 | ** ** | ** ** | **—** |   | — |   | — |   |
| Property, plant and equipment                                                      | ** ** | **20.7**                                         |       | 24.2                                          |                | 165.1 | ** ** | ** ** | **60.5** |   | 3.1 |   | 11.5 |   |
| Intangibles                                                                        | ** ** | **0.1**                                          |       | —                                        |                | 0.3 | ** ** | ** ** | **2.0** |   | — |   | 0.6 |   |
| Other non-current assets                                                           | ** ** | **—**                                       |       | 0.3                                           |                | 9.6 | ** ** | ** ** | **—** |   | — |   | 0.2 |   |
| Payables                                                                           | ** ** | **(1.2**                                         | **)**      | (8.0                                          | )                   | (54.5 | ) |   | **(9.6** | **)** | — |   | (1.2 | ) |
| Interest-bearing liabilities                                                       | ** ** | **—**                                       | ** ** | (0.3                                          | )                   | (2.7 | ) |   | **—** | ** ** | — |   | — |   |
| Provisions                                                                         | ** ** | **—**                                       | ** ** | (1.3                                          | )                   | (58.9 | ) |   | **—** | ** ** | — |   | — |   |
| Outside equity interests                                                           | ** ** | **—**                                       | ** ** | 5.6                                           |                | (1.3 | ) |   | **—** | ** ** | — |   | — |   |
| ** **                                                                         |       | **26.2**                                         | ** ** | 27.6                                          |                | 166.1 |   |   | **88.4** | ** ** | 3.6 |   | 18.8 |   |
| Goodwill acquired                                                                  | ** ** | **13.6**                                         | ** ** | 13.5                                          |                | 381.3 |   |   | **27.7** | ** ** | 0.9 |   | 0.9 |   |
| (Loss) Profit on disposal                                                          | ** ** | **—**                                       | ** ** | —                                        |                | — |   |   | **(10.4** | **)** | (0.2 | ) | 0.4 |   |
| **Total consideration**                                                            | ** ** | **39.8**                                         | ** ** | 41.1                                          |                | 547.4 |   |   | **105.7** | ** ** | 4.3 |   | 20.1 |   |
| Cash balances (acquired)                                                           | ** ** | **(0.8**                                         | **)**      | —                                        |                | (18.7 | ) |   | **—** | ** ** | — |   | — |   |
| Deferred consideration and other                                                   | ** ** | **(5.8**                                         | **)**      | (5.1                                          | )                   | 3.2 |   |   | **(0.9** | **)** | — |   | 5.9 |   |
| **Total flow of cash**                                                             | ** ** | **33.2**                                         | ** ** | 36.0                                          |                | 531.9 |   |   | **104.8** | ** ** | 4.3 |   | 26.0 |   |
|                                                                               |       |                                             | ** ** |                                          |                |   |   |   |   | ** ** |   |   |   |   |
| ** **                                                                         | ** ** | **A$ MILLION**                              | ** ** | ** **                                    | **A$ MILLION** | ** ** |
| ** **                                                                         | ** ** | **2005**                                         | ** ** | **2004**                                      | ** **          | **2003 (b)** | ** ** | ** ** | **2005** | ** ** | **2004** | ** ** | **2003 (b)** | ** ** |
| **Value of net assets of controlled entities  and businesses acquired (disposed)** | ** ** | ** **                                       | ** ** |                                          |                |   |   |   | ** ** | ** ** |   |   |   |   |
| Cash                                                                               | ** ** | **1.0**                                          | ** ** | —                                        |                | 34.4 |   |   | **—** | ** ** | — |   | — |   |
| Receivables                                                                        | ** ** | **6.1**                                          | ** ** | 7.5                                           |                | 123.2 |   |   | **15.0** | ** ** | — |   | 4.0 |   |
| Inventories                                                                        | ** ** | **1.3**                                          | ** ** | 2.8                                           |                | 27.1 |   |   | **29.8** | ** ** | 0.7 |   | 9.6 |   |
| Other current assets                                                               | ** ** | **0.6**                                          | ** ** | 0.2                                           |                | 5.4 |   |   | **0.5** | ** ** | — |   | — |   |
| Investments                                                                        | ** ** | **—**                                       | ** ** | 0.1                                           |                | 9.2 |   |   | **—** | ** ** | — |   | — |   |
| Property, plant and equipment                                                      | ** ** | **28.1**                                         | ** ** | 33.3                                          |                | 303.4 |   |   | **78.1** | ** ** | 4.1 |   | 20.2 |   |
| Intangibles                                                                        | ** ** | **0.2**                                          | ** ** | —                                        |                | 0.5 |   |   | **2.7** | ** ** | — |   | 1.1 |   |
| Other non-current assets                                                           | ** ** | **—**                                       | ** ** | 0.4                                           |                | 17.7 |   |   | **—** | ** ** | 0.1 |   | 0.4 |   |
| Payables                                                                           | ** ** | **(1.7**                                         | **)**      | (11.8                                         | )                   | (100.2 | ) |   | **(12.3** | **)** | — |   | (2.2 | ) |
| Interest-bearing liabilities                                                       | ** ** | **—**                                       | ** ** | (0.4                                          | )                   | (5.1 | ) |   | **—** | ** ** | — |   | — |   |
| Provisions                                                                         | ** ** | **—**                                       | ** ** | (1.9                                          | )                   | (108.2 | ) |   | **—** | ** ** | — |   | — |   |
| Outside equity interests                                                           | ** ** | **—**                                       | ** ** | 7.9                                           |                | (2.4 | ) |   | **—** | ** ** | — |   | — |   |
| ** **                                                                         |       | **35.6**                                         | ** ** | 38.1                                          |                | 305.0 |   |   | **113.8** | ** ** | 4.9 |   | 33.1 |   |
| Goodwill acquired                                                                  | ** ** | **18.6**                                         | ** ** | 18.3                                          |                | 695.8 |   |   | **35.4** | ** ** | 1.2 |   | 1.5 |   |
| (Loss) Profit on disposal                                                          | ** ** | **—**                                       | ** ** | —                                        |                | — |   |   | **(13.6** | **)** | (0.3 | ) | 1.1 |   |
| **Total consideration**                                                            | ** ** | **54.2**                                         | ** ** | 56.4                                          |                | 1,000.8 |   |   | **135.6** | ** ** | 5.8 |   | 35.7 |   |
| Cash balances (acquired)                                                           | ** ** | **(1.0**                                         | **)**      | —                                        |                | (34.4 | ) |   | **—** | ** ** | — |   | — |   |
| Deferred consideration and other                                                   | ** ** | **(8.1**                                         | **)**      | (7.2                                          | )                   | 5.4 |   |   | **(1.3** | **)** | — |   | 9.8 |   |
| **Total flow of cash**                                                             | ** ** | **45.1**                                         | ** ** | 49.2                                          |                | 971.8 |   |   | **134.3** | ** ** | 5.8 |   | 45.5 |   |

 

----

(a)                                  Operatingresults of the entities acquired (disposed of) are included in the statement offinancial performance from the date acquired (up to the date disposed).

 

(b)                                 Inaddition to the acquisitions and disposals shown above, during the year endedMarch 31, 2003, certain non-cash intragroup transfers occurred to facilitatethe demerger.

 

F-47

----

 

**36****          ****PARTICULARS RELATING TO ENTITIESCONSOLIDATED IN THE ECONOMIC ENTITY**

 
| ** **                                    | ** ** | ** **        | ** ** | **%****RINKER GROUP** | ** ** | ** ** | ** ** | ** **                           | ** ** | **% RINKER  GROUP** | ** ** |
|-----------------------------------------------|------------|-------------------|------------|-----------------------|------------|------------|------------|--------------------------------------|------------|---------------------|------------|
| ** **                                    | ** ** | **COUNTRY  OF**   | ** ** | **OWNERSHIP**         | ** ** | ** ** | ** ** | **COUNTRY  OF**                      | ** ** | **OWNERSHIP**       | ** ** |
| ** **                                    | ** ** | **INCORPORATION** | ** ** | **2005**              | ** ** | **2004**   | ** ** | ** **                           | ** ** | **INCORPORATION**   | ** ** | **2005** | ** ** | **2004** | ** ** |
| **PARENT  ENTITY**                            | ** ** | ** **        | ** ** | ** **            | ** ** | ** ** | ** ** | ** **                           | ** ** | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** |
| Rinker Group  Limited                         |       |              |       |                  |       |       |       |                                 |       |                |       |   |   |   |   |
|                                          |       |              |       |                  |       |       |       |                                 |       |                |       |   |   |   |   |
| **COMBINED  ENTITIES**                        |       |              |       |                  |       |       |       |                                 |       |                |       |   |   |   |   |
| ALC Las Vegas  Mining Claims, LLC             |       | USA               | ** ** | **100**               |       | 100        |       | Readymix Emoleum Services Pty Ltd    |       | Australia           | ** ** | **100** |   | 100 |   |
| American  Limestone West, LLC                 |       | USA               | ** ** | **100**               |       | 100        |       | Readymix Holdings Pty Ltd            |       | Australia           | ** ** | **100** |   | 100 |   |
| ARC Management  Company, Inc.                 |       | USA               | ** ** | **100**               |       | 100        |       | Readymix Properties Pty Ltd          |       | Australia           | ** ** | **100** |   | 100 |   |
| ARC Materials  Corporation                    |       | USA               | ** ** | **100**               |       | 100        |       | Readymix Roads Group Pty Ltd         |       | Australia           | ** ** | **100** |   | 100 |   |
| Ballestrin  Concrete Construction Pty Limited |       | Australia         | ** ** | **100**               |       | 100        |       | Rinker Group Share Plan Pty Ltd      |       | Australia           | ** ** | **100** |   | 100 |   |
| Bettaform  Constructions Pty Ltd              |       | Australia         | ** ** | **100**               |       | 100        |       | Rinker Jamaica Ltd (a)               |       | Jamaica             | ** ** | **100** |   | — |   |
| Broadway &  Frame Premix Concrete Pty Ltd |       | Australia         | ** ** | **100**               |       | 100        |       | Rinker Materials (Qingdao) Co Ltd    |       | China               | ** ** | **100** |   | 100 |   |
| Excel Concrete  (NSW) Pty Ltd                 |       | Australia         | ** ** | **100**               |       | 100        |       | Rinker Materials (Tianjin) Co Ltd    |       | China               | ** ** | **100** |   | 100 |   |
| Excel Concrete  Pty Ltd                       |       | Australia         | ** ** | **100**               |       | 100        |       | Rinker Management Company, Inc.      |       | USA                 | ** ** | **100** |   | 100 |   |
| FCS Las Vegas  Mining Claims, LLC             |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Caribbean LLC       |       | USA                 | ** ** | **100** |   | 100 |   |
| Florida Crushed  Stone Company                |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Corporation         |       | USA                 | ** ** | **100** |   | 100 |   |
| Fort Calhoun  Stone Company                   |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Leasing L.L.C.      |       | USA                 | ** ** | **100** |   | 100 |   |
| Guernsey Stone  Company                       |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Nevada, Inc.        |       | USA                 | ** ** | **100** |   | 100 |   |
| HCC Las Vegas  Mining Claims, LLC             |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials of Florida, Inc.    |       | USA                 | ** ** | **100** |   | 100 |   |
| Hydro Conduit  Corporation                    |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Polypipe, Inc. (b)  |       | USA                 |       | **—** |   | 100 |   |
| Hydro Conduit  Management Company, Inc.       |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials South Central, Inc. |       | USA                 | ** ** | **100** |   | 100 |   |
| Hydro Conduit of  Texas, LP                   |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Steel Framing, Inc. |       | USA                 | ** ** | **100** |   | 100 |   |
| Hydro  Investments, Inc.                      |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials West, LLC           |       | USA                 | ** ** | **100** |   | 100 |   |
| KMC Las Vegas  Mining Claims, LLC             |       | USA               | ** ** | **100**               |       | 100        |       | Rinker Materials Western, Inc.       |       | USA                 | ** ** | **100** |   | 100 |   |
| Loven, Inc. (c)                               |       | USA               | ** ** | **100**               |       | —     |       | Rinker Modular Systems, LLC          |       | USA                 | ** ** | **100** |   | 100 |   |
| LV Western Mining  Claims, LLC                |       | USA               | ** ** | **100**               |       | 100        |       | Rinker St. Lucia Ltd.                |       | St Lucia            | ** ** | **100** |   | 100 |   |
| Marana Golf, Inc.                             |       | USA               | ** ** | **100**               |       | 100        |       | RMF Las Vegas Mining Claims, LLC     |       | USA                 | ** ** | **100** |   | 100 |   |
| Mili, L.L.C.                                  |       | USA               | ** ** | **100**               |       | 100        |       | SKCOR, LLC                           |       | USA                 | ** ** | **100** |   | 100 |   |
| Minicon Pty Ltd                               |       | Australia         | ** ** | **100**               |       | 100        |       | Solano Concrete Company, Inc.        |       | USA                 | ** ** | **100** |   | 100 |   |
| Northwest  Materials Holding Company          |       | USA               | ** ** | **100**               |       | 100        |       | Steel Construction Systems           |       | USA                 | ** ** | **55** |   | 55 |   |
| Oxi Golf, LLC (d)                             |       | USA               | ** ** | **50**                |       | 50         |       | Tanner Companies (Yuma), Inc.        |       | USA                 | ** ** | **100** |   | 100 |   |
| Oxi, L.L.C.                                   |       | USA               | ** ** | **100**               |       | 100        |       | Twin Mountain Rock Company           |       | USA                 | ** ** | **100** |   | 100 |   |
| Pacific Rock  Products Trucking, L.L.C.       |       | USA               | ** ** | **100**               |       | 100        |       | Twin Mountain Rock Venture           |       | USA                 | ** ** | **51** |   | 51 |   |
| Pacific Rock  Products, L.L.C.                |       | USA               | ** ** | **100**               |       | 100        |       | United Metro Materials Inc.          |       | USA                 | ** ** | **100** |   | 100 |   |
| Pipe Liners, Inc  (b)                         |       | USA               |       | **—**            |       | 100        |       | Western Equipment Company            |       | USA                 | ** ** | **100** |   | 100 |   |
| Quality Ready  Mix, Inc. (d)                  |       | USA               | ** ** | **50**                |       | 50         |       | Wilson Concrete Company              |       | USA                 | ** ** | **100** |   | 100 |   |
| Readymix Cement  Pty Ltd                      |       | Australia         | ** ** | **100**               |       | 100        |       | WPB Las Vegas Mining Claims, LLC     |       | USA                 | ** ** | **100** |   | 100 |   |

 

----

(a)                                  Controlledentity formed during the year

(b)                                 Controlledentity sold during the year

(c)                                  Controlledentity acquired during the year

(d)                                 50%owned entity controlled as Rinker group exerts management control over entity

 

F-48

----

 

**37****           CONTINGENT LIABILITIES**

 
| ** **                                                                                       | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|--------------------------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| **AS AT MARCH 31**                                                                               | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
| ** **                                                                                       | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** |
| **Contingent liabilities, capable of  estimation, arise in respect of the following categories** |       |                 |       |                 |       |                |       |                |       |   |
| Performance bonds provided to third parties                                                      | ** ** | **72.8**             |       | 94.4                 | ** ** | ** **          | **94.4**   |                | 125.0      |   |
| Bank guarantees given by Rinker group (a)                                                        | ** ** | **74.9**             |       | 69.5                 | ** ** | ** **          | **97.1**   |                | 92.0       |   |
| **Total contingent liabilities**                                                                 | ** ** | **147.7**            |       | 163.9                | ** ** | ** **          | **191.5**  |                | 217.0      |   |

 

----

(a)                                  Mainlyprovided by the Rinker group in lieu of contract retention payments, depositsfor rehabilitation of quarry sites, and for insurance policy deductible amountswith the majority of the terms up to one year. The total bank guarantee facility available is US$111.3 million (A$144.3million).  No specific Rinker groupassets are pledged as security for the bank guarantees.  The guarantees would be called if Rinkergroup failed to meet contractual obligations relating to commercial contracts,quarry rehabilitation and insurance policy deductibles. No liabilities havebeen recognised in respect of these guarantees as the fair value of theguarantees is immaterial.  No paymentshave been made by the banks under these guarantees in years ended March 31,2005 or 2004.

 

Readymix Holdings Pty Ltd actsas an authorised self-insurer in New South Wales, Victoria, South Australia,Western Australia and the Australian Capital Territory for workers’compensation insurance, as does Rinker Materials Corporation and certain of itscontrolled entities in Arizona, California, Nevada, New Mexico, Oregon andWashington. Adequate provision has been made for all known claims and probablefuture claims that can be reliably measured.

 

**38****          ****SUBSEQUENT EVENTS**

 

On April 15, 2005, Rinkerannounced that it was altering the conversion ratio of its American DepositaryReceipts (ADR), listed on the New York Stock Exchange.  The change became effective on April 27, 2005and means that each ADR represents five Rinker ordinary shares.  Prior to the change, each ADR represented 10ordinary shares.  This change will haveno effect on the financial statements of Rinker.

 

On April 22, 2005, a RinkerMaterials Corporation subsidiary disposed of a property at Buffalo Road, LasVegas, Nevada, for net proceeds of US$33.6 million. The effect of thistransaction has not been recognised in the financial statements for the yearended March 31, 2005 because it occurred after March 31, 2005.  A gain on disposal of approximately US$30million, or A$39 million, is expected to be recognised in the financialstatements for the year ending March 31, 2006.

 

Between April 1, 2005 and May12, 2005, a total of 4,270,446 shares were repurchased at a cost of US$37.3million or A$47.9 million. This was completed under the 12 month, on-marketshare buyback program that commenced in May 2004.  The shares repurchased were cancelledimmediately upon receipt.  The effect ofthese transactions has not been recognised in the financial statements becausethey occurred after March 31, 2005. On May 12, 2005, Rinker announced thecommencement of a new 12 month, on-market share buyback program, of up to 10per cent of Rinker’s ordinary share capital.

 

F-49

----

 

**39****                                 ****IMPACT OF AUSTRALIANEQUIVALENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (A-IFRS)**

 

Rinker will be required toprepare financial statements that comply with Australian equivalents toInternational Financial Reporting Standards (A-IFRS) and their relatedpronouncements with effect from the year ending March 31, 2006. A-IFRS requirethat, in reporting results from interim periods during the year ending March31, 2006, Rinker restate prior year comparatives in the financial report suchthat the comparative balances presented comply with the requirements specifiedin A-IFRS. Adjustments required on transition will be made retrospectively,against opening retained profits. Various voluntary and mandatory exemptionsare available to Rinker on first-time adoption which will not be available onan ongoing basis. The impact on Rinker of the changes in accounting policies onfirst-time adoption of A-IFRS will be affected by the elections made.

 

Rinker’s A-IFRS project hasthree phases, initial risk assessment, detailed analysis and implementation.The initial risk assessment was completed during the year ended March 31, 2004.Substantial work has been completed by the A-IFRS project team in determiningthe effect of changes in accounting policies on Rinker.  Implementation is underway to enablefinancial reporting under A-IFRS during the year ending March 31, 2006. Rinker’sA-IFRS project is appropriately resourced and reports regularly to the BoardAudit Committee.

 

The following have beenidentified by the board as the areas of most significance to Rinker:

 

**Goodwill**

*Lowerreported expenses as goodwill amortisation ceases*

 

As at March 31, 2005, Rinkergroup’s total assets include US$748.7 million or A$970.7 million of goodwillarising on acquisitions made by the group. This asset is currently beingamortised over the period over which the benefits are expected to arise, to amaximum of 20 years and is subject to an annual recoverable amount test. Theamortisation expense for the year ended March 31, 2005 was US$56.3 million orA$76.2  million. Under A-IFRS, goodwillis not permitted to be amortised, but instead will be subject to an impairmenttest at least annually, with any impairment provisions to be recognised as anexpense in the period they arise.  Nogoodwill impairment provisions are expected to be recorded in respect of the yearended March 31, 2005.

 

**Impairmentof assets**

*Potentialfor write downs in future*

 

Non-current assets arecurrently written down to recoverable amount when the assets’ carrying amountexceeds their recoverable amount. Historically, although not mandated, Rinkergroup has discounted estimated future cash flows in determining the recoverableamount of its non-current assets. A-IFRS has a more prescriptive impairmenttest than current Australian Accounting Standards, and requires discountedestimated future cash flows to be used where value in use is used to assessrecoverable amount. Consequently, on adoption of A-IFRS, revised impairmenttests have been applied. No impairment write downs have been identified ontransition or during the year ended March 31, 2005.  It is not practicable to determine the impactof the change in accounting policy for future financial reports, as anyimpairment or reversal thereof will be affected by future conditions.

 

**EmployeeBenefits – superannuation**

*Recognitionof superannuation plan surpluses and deficits*

*Impact ofchanges in plan valuations on future reported results*

 

Rinker group entities sponsorthree defined benefit superannuation plans in the United States and one inAustralia. Each plan is closed to new members. The Australian plans, comprisingthe Rinker group pre-demerger and Rinker group post-demerger divisions of theHarwood Superannuation plan, had a net surplus of assets compared to accruedbenefits of US$0.2 million or A$0.3 million at March 31, 2005, measured inaccordance with A-IFRS. Rinker is currently assessing the accounting treatmentof Rinker’s joint obligations with CSR Limited for the pre-demerger plan. Thethree US plans had a total deficit of assets compared to accrued benefits ofUS$23.0 million or A$29.9 million at March 31, 2005, measured in accordancewith A-IFRS.  The Rinker group does notcurrently recognise a liability for the deficit on these plans as it does notpresently have a constructive or legal obligation to meet the deficit.Currently, the Rinker group accounts for the cost of contributions tosuperannuation plans in the period in which contributions become payable.

 

Under A-IFRS, the Rinker groupwill be required to recognise the net surplus or deficit of each plan as anasset or liability in the Statement of Financial Position. The adjustment torecognise the plan position on transition will be recognised against retainedprofits. Thereafter, ongoing changes in the net surplus or deficit of each planwill be recognised as a change in the asset or liability.  Annually, an expense will be recorded in theStatement of Financial Performance, based on actuarial estimate of the annualcost of funding members’ benefits. Actuarial gains and losses arising from changes in discount rates,market investment performance or other actuarial assumptions representing thedifference between actual fund performance and the actuarially determinedexpense will be recorded directly against equity rather than as an income orexpense in the Statement of Financial Performance.

 

The expense recorded in theStatement of Financial Performance under A-IFRS for the year ended March 31,2005 is expected to be US$4.7 million (A$6.4 million) lower than that recordedunder current Australian accounting standards. An actuarial gain of US$3.7m (A$5.0 million) is expected to be recordeddirectly to equity reserves for the year ended March 31, 2005.  Rinker group cannot predict the ongoingimpact of valuations on future reported results as plan valuations will dependon future assumptions.

 

F-50

----

 

**39****                                 ****IMPACT OF AUSTRALIANEQUIVALENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (A-IFRS) (CONTINUED)**

 

**Taxation**

*Increase indeferred tax assets estimated at approximately US$30 million (A$39 million)*

*Increase indeferred tax liabilities estimated at approximately US$80 million (A$104million)*

*Increase inannual tax expense estimated at approximately US$5million (A$6 million)*

 

The method of recognisingdeferred tax assets and liabilities under A-IFRS is different from currentAustralian Accounting Standards. For Rinker, the principal difference underA-IFRS will be the recognition of additional deferred tax liabilities for (1)increases in the value of land recognised on acquisitions, (2) non taxdeductible depreciation and quarry amortisation charges and (3) tax deductiblegoodwill in the United States. Currently the method of recognising deferred taxliabilities under Australian Accounting Standards does not permit provision forthese items.

 

For the year ended March 31,2005, the current estimates of the impact of the changes are to increase taxexpense by approximately US$5 million (A$6 million) and increase deferred taxliabilities by approximately US$80 million (A$104 million) and deferred taxassets by approximately US$30 million (A$39 million).  The additional deferred tax assets andliabilities arising on transition to A-IFRS will be recognised as a reductionin retained profits. No change in tax payments will arise as a result of A-IFRS.  The impact on future reported financialposition or performance cannot be determined as it depends on the nature of anyfuture acquisitions arising.

 

**Derivatives- interest rate swaps**

*Recognisefair value of interest rate swap assets, US$3.4 million (A$4.4 million),  Gains and losses to be recorded*

 

The Rinker group uses interestrate derivatives to convert floating interest rate cash flows to fixed interestrate cash flows. Under current Australian Accounting Standards, no assets orliabilities are recognised by the Rinker group in respect of interest rateswaps held.

 

Under A-IFRS, the Rinker groupwill be required to recognise the fair value of interest rate swaps as assetsand liabilities in the Statement of Financial Position. The fair value ofinterest rate swaps at April 1, 2005 was US$3.4 million (A$4.4 million).  Changes in fair value will be recognised eachperiod either in equity (to the extent the interest rate swap is deemed “effective”under A-IFRS) or the Statement of Financial Performance (to the extent theinterest rate swap is not deemed “effective” under A-IFRS). The Rinker groupcurrently expects that the portion of changes in fair value deemed “ineffective”under A-IFRS will be small.

 

**Restorationand environmental rehabilitation provisions**

*Increaseprovisions on transition, US$17 million (A$22 million)*

*Unamortisedcosts to be included in quarry assets US$13 million (A$17 million)*

 

The Rinker group currentlyprovides for restoration and environmental rehabilitation costs by recognisinga provision over the period in which quarry reserves are extracted. UnderA-IFRS, full provisions for relevant restoration and environmentalrehabilitation costs will be required to be recognised on transition. Therelated expense will be deferred and recognised over the economic life of therelevant quarry with the amount of unamortised restoration and rehabilitationexpenses relating to future quarry life being included in the carrying value ofquarry assets. On transition, the required increase in restoration andenvironmental rehabilitation provisions will be recognised against the carryingvalue of quarry assets or retained earnings as appropriate. At April 1, 2004the net effect is that additional provisions of US$17 million (A$22 million)and additional quarry reserve assets of US$13 million (A$17 million) areexpected to be recognised.  Nosignificant change in expense is expected to arise.

 

**Functionaland presentation currency**

*US$reporting intended*

 

Rinker currently presentsresults in both Australian dollars and US dollars, having obtained relief fromthe Australian Securities and Investments Commission (ASIC) to the extentnecessary to allow this. Under A-IFRS, Rinker intends to report financialinformation solely in US dollars.

 

F-51

----

 

**40****           UNITED STATES GENERALLYACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION**

 

Provided below is a summary andexplanation of the differences between net profit, shareholders’ equity andmajor statement of financial position items disclosed in these financialstatements and that which would be reported if the financial statements wereprepared in accordance with US GAAP. This summary and explanation is notintended to be a comprehensive US GAAP report.

 
| ** **                                                                                                        | ** ** | ** ** | ** ** | **US$ MILLION**     | ** ** | **US$ MILLION** | ** **               | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|-------------------------------------------------------------------------------------------------------------------|------------|------------|------------|--------------------------|------------|----------------------|--------------------------|----------------------|------------|---------------------|------------|---------------------|------------|---------------------|------------|
| **YEAR ENDED MARCH 31**                                                                                           | ** ** | **NOTE**   | ** ** | **2005**                 | ** ** | **2004**             | ** **               | **2003**             | ** ** | **2005**            | ** ** | **2004**            | ** ** | **2003**            | ** ** |
|                                                                                                              | ** ** | ** ** | ** ** | ** **               | ** ** | ** **           | ** **               | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** | ** **          | ** ** |
| **Reconciliation  of net profit**                                                                                 |       |       | ** ** | ** **               | ** ** | ** **           | ** **               | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** | ** **          | ** ** | ** ** |
| Net profit  attributable to members of Rinker Group Limited                                                       |       |       | ** ** | **432.6**                |       | 295.6                |                     | 215.7                | ** ** | ** **          | **585.2**  |                | 426.8      |                | 381.6      |   |
|                                                                                                              |       |       | ** ** | ** **               |       |                 |                     |                 | ** ** | ** **          | ** ** |                |       |                |       |   |
| Revaluation of  non-current assets                                                                                |       | A          | ** ** | **10.9**                 |       | 2.4                  |                     | 7.6                  | ** ** | ** **          | **14.1**   |                | 3.4        |                | 13.5       |   |
| Restructure and  rationalisation                                                                                  |       | B          | ** ** | **(2.8**                 | **)**      | 2.8                  |                     | —               |       |                | **(3.7**   | **)**               | 3.8        |                | —     |   |
| Employee share  plan                                                                                              |       | D          | ** ** | **(0.7**                 | **)**      | (0.6                 | )                        | (0.9                 | )          |                | **(0.9**   | **)**               | (0.8       | )                   | (1.7       | ) |
| Other                                                                                                             |       | F          | ** ** | **(0.8**                 | **)**      | (0.5                 | )                        | (0.5                 | )          |                | **(1.0**   | **)**               | (0.8       | )                   | (0.9       | ) |
| Amortisation of  goodwill written back                                                                            |       | H          | ** ** | **56.3**                 | ** ** | 56.5                 |                     | 47.1                 |       |                | **76.2**   | ** **          | 81.3       |                | 83.0       |   |
| Loss on Disposal                                                                                                  |       | H          | ** ** | **(8.0**                 | **)**      | —               |                     | —               |       |                | **(10.3**  | **)**               | —     |                | —     |   |
| Superannuation  (pension) fund                                                                                    |       | M          | ** ** | **6.8**                  | ** ** | (0.5                 | )                        | 2.0                  |       |                | **8.7**    | ** **          | (0.7       | )                   | 3.6        |   |
| Post-retirement  medical benefits                                                                                 |       | R          | ** ** | **0.6**                  | ** ** | (5.5                 | )                        | —               |       |                | **0.9**    | ** **          | (8.0       | )                   | —     |   |
| Derivatives and  hedging                                                                                          |       | N          | ** ** | **1.5**                  | ** ** | 3.9                  |                     | (0.7                 | )          |                | **1.4**    | ** **          | 5.7        |                | (1.2       | ) |
| Unrecognised  insurance debtors                                                                                   |       | O          | ** ** | **—**               | ** ** | 4.3                  |                     | (3.7                 | )          |                | **—** | ** **          | 6.2        |                | (6.2       | ) |
| Executive option  plan                                                                                            |       | Q          | ** ** | **—**               | ** ** | —               |                     | (3.8                 | )          |                | **—** | ** **          | —     |                | (6.8       | ) |
| Fair value  adjustment                                                                                            |       | P          | ** ** | **3.8**                  | ** ** | 3.0                  |                     | —               |       |                | **5.1**    | ** **          | 4.4        |                | —     |   |
| Retirement of  long lived assets                                                                                  |       | S          | ** ** | **(3.6**                 | **)**      | 1.8                  |                     | —               |       |                | **(4.8**   | **)**               | 2.6        |                | —     |   |
| Deferred income  tax assets (acquisition tax balances)                                                            |       | T          | ** ** | **(0.9**                 | **)**      | (3.6                 | )                        | —               |       |                | **(1.2**   | **)**               | (5.2       | )                   | —     |   |
| Lease expense                                                                                                     |       | U          | ** ** | **(1.1**                 | **)**      | —               |                     | —               |       |                | **(1.4**   | **)**               | —     |                | —     |   |
| Stock award plans                                                                                                 |       | V          | ** ** | **12.9**                 | ** ** | —               |                     | —               |       |                | **17.4**   | ** **          | —     |                | —     |   |
| Overburden  removal                                                                                               |       | W          | ** ** | **1.4**                  | ** ** | —               |                     | —               |       |                | **1.8**    | ** **          | —     |                | —     |   |
| Foreign currency  translation reserve                                                                             |       | Y          | ** ** | **—**               | ** ** | —               |                     | —               |       |                | **(7.6**   | **)**               | —     |                | —     |   |
| Deferred tax  effect of US GAAP adjustments                                                                       |       |       | ** ** | **(8.1**                 | **)**      | (11.6                | )                        | (3.6                 | )          |                | **(10.9**  | **)**               | (16.8      | )                   | (6.4       | ) |
|                                                                                                              | ** ** |       | ** ** | **68.2**                 | ** ** | 52.4                 |                     | 43.5                 |       |                | **83.8**   | ** **          | 75.1       |                | 76.9       |   |
| **US GAAP  net profit attributable to members of Rinker Group**                                                   |       |       | ** ** | ** **               | ** ** |                 |                     |                 |       |                |       | ** **          |       |                |       |   |
| **Limited  before cumulative effect of change in accounting principle**                                           |       |       | ** ** | **500.8**                | ** ** | 348.0                |                     | 259.2                |       |                | **669.0**  | ** **          | 501.9      |                | 458.5      |   |
|                                                                                                              | ** ** | ** ** |       |                     | ** ** |                 |                     |                 |       |                |       | ** **          |       |                |       |   |
| 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       | )                   | —     |   |
| Cumulative effect  of change in accounting principle for EITF 04-6, net of tax of US$5.8 million  (A$7.5 million) |       | W          | ** ** | **(10.8**                | **)**      | —               |                     | —               |       |                | **(13.9**  | **)**               | —     |                | —     |   |
|                                                                                                              | ** ** | ** ** |       |                     | ** ** |                 |                     |                 |       |                |       | ** **          |       |                |       |   |
| **US GAAP  net profit attributable to members of Rinker Group Limited**                                           |       |       | ** ** | **490.0**                | ** ** | 345.9                |                     | 259.2                |       |                | **655.1**  | ** **          | 498.4      |                | 458.5      |   |
|                                                                                                              | ** ** | ** ** |       |                     | ** ** |                 |                     |                 |       |                |       | ** **          |       |                |       |   |
| ** **                                                                                                        |       |       | ** ** | **(dollars  per share)** |       |                 | **(dollars  per share)** |                 |
| **Prior to  change in accounting principle:**                                                                     |       |       | ** ** | ** **               | ** ** | ** **           | ** **               | ** **           |       |                |       | ** **          |       |                |       |   |
| **Basic  earnings per share**                                                                                     |       | I          | ** ** | **0.53**                 | ** ** | 0.37                 |                     | 0.27                 |       |                | **0.71**   | ** **          | 0.53       |                | 0.49       |   |
| **Diluted  earnings per share**                                                                                   |       | I          | ** ** | **0.53**                 | ** ** | 0.37                 |                     | 0.27                 |       |                | **0.71**   | ** **          | 0.53       |                | 0.49       |   |
|                                                                                                              | ** ** | ** ** |       |                     | ** ** |                 |                     |                 |       |                |       | ** **          |       |                |       |   |
| **Subsequent  to change in accounting principle:**                                                                |       |       | ** ** | ** **               | ** ** |                 |                     |                 |       |                |       | ** **          |       |                |       |   |
| **Basic  earnings per share**                                                                                     |       | I          | ** ** | **0.52**                 | ** ** | 0.37                 |                     | 0.27                 |       |                | **0.70**   | ** **          | 0.53       |                | 0.49       |   |
| **Diluted  earnings per share**                                                                                   |       | I          | ** ** | **0.52**                 | ** ** | 0.37                 |                     | 0.27                 |       |                | **0.70**   | ** **          | 0.53       |                | 0.49       |   |

 

F-52

----

 

**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 
| ** **                                                                             | ** ** | ** ** | ** ** | ** **           | ** ** | ** **           | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** **  | **A$ MILLION** | ** **          | **A$ MILLION** | ** **          |
|----------------------------------------------------------------------------------------|------------|------------|------------|----------------------|------------|----------------------|------------|----------------------|------------|----------------------|-------------|---------------------|---------------------|---------------------|---------------------|
| **AS AT MARCH 31**                                                                     | ** ** | **NOTE**   | ** ** | ** **           | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**             | ** **  | **2004**            | ** **          |
|                                                                                   |       |       | ** ** | ** **           | ** ** |                 |       |                 |       | ** **           | ** **  |                |                |                |                |
| **RECONCILIATION OF EQUITY**                                                           | ** ** | ** ** | ** ** |                 |       |                 |       | ** **           | ** ** | ** **           |        |                |                |                |
| Equity attributable to  members of Rinker Group Limited                                | ** ** | ** ** | ** ** |                 |       | **2,612.5**          |       | 2,275.7              |       |                 | **3,387.1** | ** **          | 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)                  | ** ** | L          | ** ** |                 |       | **(0.2**             | **)**      | (11.3                | )          |                 | **(0.3**    | **)**               | (15.0               | )                   |
| deferred income  tax assets (reclassification from non-current)                        | ** ** | E          | ** ** |                 |       | **38.9**             | ** ** | 32.3                 |       |                 | **50.4**    | ** **          | 42.8                |                |
| deferred income  tax assets (derivative instruments and hedging)                       | ** ** | N          | ** ** |                 |       | **—**           | ** ** | 1.7                  |       |                 | **—**  | ** **          | 2.5                 |                |
| inventory  (overburden removal)                                                        | ** ** | W          | ** ** |                 |       | **(0.4**             | **)**      | —               |       |                 | **(0.5**    | **)**               | —              |                |
| ** **                                                                             |       |       | ** ** |                 | ** ** |                 |       |                 | ** ** |                 |        |                |                | ** **          |                |   |
| **NON-CURRENT  ASSETS**                                                                | ** ** |       | ** ** |                 |       |                 | ** ** |                 |       |                 |        | ** **          |                |                |
| property, plant  and equipment (revaluation)                                           | ** ** | A          | ** ** |                 |       | **(57.9**            | **)**      | (68.4                | )          |                 | **(75.5**   | **)**               | (90.3               | )                   |
| property, plant,  & equipment (retirement of long-lived assets)                    | ** ** | S          | ** ** |                 |       | **16.7**             | ** ** | 9.8                  |       |                 | **21.9**    | ** **          | 13.0                |                |
| intangibles  (acquisition accounting goodwill)                                         | ** ** | C          | ** ** |                 |       | **55.8**             | ** ** | 54.9                 |       |                 | **73.4**    | ** **          | 73.6                |                |
| intangibles  (reverse capitalisation of tradenames)                                    | ** ** | F          | ** ** |                 |       | **(6.7**             | **)**      | (5.9                 | )          |                 | **(8.6**    | **)**               | (7.9                | )                   |
| intangibles  (reverse SFAS 142 goodwill amortisation)                                  | ** ** | H          | ** ** |                 |       | **159.9**            | ** ** | 111.6                |       |                 | **207.5**   | ** **          | 147.8               |                |
| intangibles (superannuation  (pension) fund)                                           | ** ** | M          | ** ** |                 |       | **1.3**              | ** ** | 1.4                  |       |                 | **1.7**     | ** **          | 1.9                 |                |
| intangibles  (acquisition tax balances)                                                | ** ** | T          | ** ** |                 |       | **(4.5**             | **)**      | (3.6                 | )          |                 | **(6.3**    | **)**               | (5.2                | )                   |
| receivables  (reclassify loans to associate entities)                                  | ** ** | L          | ** ** |                 |       | **(74.6**            | **)**      | (84.6                | )          |                 | **(96.7**   | **)**               | (112.1              | )                   |
| deferred income  tax assets (reclassification to current)                              | ** ** | E          | ** ** |                 |       | **(38.9**            | **)**      | (32.3                | )          |                 | **(50.4**   | **)**               | (42.8               | )                   |
| deferred income  tax assets (minimum pension liability)                                | ** ** | M          | ** ** |                 |       | **5.7**              | ** ** | 6.6                  |       |                 | **7.2**     | ** **          | 8.8                 |                |
| investments  accounted for using the equity method (reclassify loans)                  | ** ** | L          | ** ** |                 |       | **74.8**             | ** ** | 96.0                 |       |                 | **97.0**    | ** **          | 127.1               |                |
| investments  accounted for using the equity method (fair value adjustment)             | ** ** | P          | ** ** |                 |       | **(60.5**            | **)**      | (63.1                | )          |                 | **(78.5**   | **)**               | (83.6               | )                   |
| investments  accounted for using the equity method (gain on sale)                      | ** ** | G          | ** ** |                 |       | **33.1**             | ** ** | 32.4                 |       |                 | **43.0**    | ** **          | 43.0                |                |
| receivables  (employee share loans)                                                    | ** ** | D          | ** ** |                 |       | **(1.9**             | **)**      | (1.6                 | )          |                 | **(2.5**    | **)**               | (2.1                | )                   |
| other assets  (stock award plans)                                                      | ** ** | V          | ** ** |                 |       | **(8.3**             | **)**      | —               |       |                 | **(10.8**   | **)**               | —              |                |
| other assets  (derivatives and hedging)                                                | ** ** | N          | ** ** |                 |       | **3.4**              | ** ** | —               |       |                 | **4.4**     | ** **          | —              |                |
| other assets  (overburden removal)                                                     | ** ** | W          | ** ** |                 |       | **(14.8**            | **)**      | —               |       |                 | **(19.1**   | **)**               | —              |                |
| ** **                                                                             |       |       | ** ** |                 | ** ** |                 |       |                 | ** ** |                 |        |                |                | ** **          |                |   |
| **CURRENT  LIABILITIES**                                                               | ** ** |       | ** ** |                 |       |                 | ** ** |                 |       |                 |        | ** **          |                |                |
| deferred income  tax liabilities (reclassification from non-current)                   | ** ** | E          | ** ** |                 |       | **(25.3**            | **)**      | (27.3                | )          |                 | **(32.8**   | **)**               | (36.2               | )                   |
| provisions  (restructure and rationalisation)                                          | ** ** | B          | ** ** |                 |       | **—**           | ** ** | 2.8                  |       |                 | **—**  | ** **          | 3.8                 |                |
| provisions  (accrued lease expenses)                                                   | ** ** | U          | ** ** |                 |       | **(1.1**             | **)**      | —               |       |                 | **(1.4**    | **)**               | —              |                |
| ** **                                                                             |       |       | ** ** |                 | ** ** |                 |       |                 | ** ** |                 |        |                |                | ** **          |                |   |
| **NON-CURRENT  LIABILITIES**                                                           | ** ** |       | ** ** |                 |       |                 | ** ** |                 |       |                 |        | ** **          |                |                |
| other  (superannuation (pension) fund)                                                 | ** ** | M          | ** ** |                 |       | **—**           | ** ** | (4.9                 | )          |                 | **—**  | ** **          | (6.3                | )                   |
| other (minimum  pension liability)                                                     | ** ** | M          | ** ** |                 |       | **(19.3**            | **)**      | (20.5                | )          |                 | **(25.0**   | **)**               | (27.1               | )                   |
| deferred income tax  liabilities (acquisition accounting)                              | ** ** | C          | ** ** |                 |       | **(59.4**            | **)**      | (63.2                | )          |                 | **(77.1**   | **)**               | (83.6               | )                   |
| deferred income  tax liabilities (reclassification to current)                         | ** ** | E          | ** ** |                 |       | **25.3**             | ** ** | 27.3                 |       |                 | **32.8**    | ** **          | 36.2                |                |
| deferred income  tax liabilities (derivatives and hedging)                             | ** ** | N          | ** ** |                 |       | **(1.2**             | **)**      | —               |       |                 | **(1.6**    | **)**               | —              |                |
| deferred income  tax liabilities (US GAAP adjustments)                                 | ** ** |       | ** ** |                 |       | **(15.8**            | **)**      | (9.0                 | )          |                 | **(21.1**   | **)**               | (12.0               | )                   |
| provisions  (post-retirement medical benefits)                                         | ** ** | R          | ** ** |                 |       | **(4.8**             | **)**      | (5.5                 | )          |                 | **(6.9**    | **)**               | (8.0                | )                   |
| provisions  (retirement of long-lived assets)                                          | ** ** | S          | ** ** |                 |       | **(21.7**            | **)**      | (11.3                | )          |                 | **(28.3**   | **)**               | (14.9               | )                   |
| other financial  liabilities (derivative instruments and hedging)                      | ** ** | N          | ** ** |                 |       | **—**           | ** ** | (9.7                 | )          |                 | **—**  | ** **          | (12.8               | )                   |
|                                                                                   |       |       | ** ** | ** **           | ** ** | **(2.4**             | **)**      | (45.4                | )          |                 | **(4.1**    | **)**               | (59.4               | )                   |
| **US GAAP  equity attributable to members of Rinker Group Limited**                    | ** ** |       | ** ** |                 |       | **2,610.1**          | ** ** | 2,230.3              |       |                 | **3,383.0** | ** **          | 2,953.9             |                |
| ** **                                                                             |       |       | ** ** |                 | ** ** |                 |       |                 |       |                 |        |                |                |                |                |   |
| ** **                                                                             | ** ** | ** ** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION**  | ** **  | ** **          | **A$ MILLION** | ** **          | **A$ MILLION** | ** ** |
| **YEAR  ENDED MARCH 31**                                                               | ** ** | **NOTE**   | ** ** | **2005**             | ** ** | **2004**             |       | **2003**             | ** ** | **2005**             | ** **  | ** **          | **2004**            | ** **          | **2003**            | ** ** |
| ** **                                                                             |       | ** ** | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** **  | ** **          | ** **          | ** **          | ** **          | ** ** |
| **STATEMENT  OF COMPREHENSIVE INCOME**                                                 |       | ** ** | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** **  | ** **          | ** **          | ** **          | ** **          | ** ** | ** ** |
| ** **                                                                             |       | ** ** | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** ** | ** **           | ** **  | ** **          | ** **          | ** **          | ** **          | ** ** | ** ** |
| US GAAP net  profit attributable to members of Rinker Group Limited                    |       | ** ** | ** ** | **490.0**            | ** ** | 345.9                |       | 259.2                | ** ** | ** **           | **655.1**   |                |                | 498.4               |                | 458.5 |   |
| Other  comprehensive income (loss)                                                     |       | ** ** | ** ** | ** **           | ** ** |                 |       |                 |       |                 |        |                |                |                |                |   |   |
| foreign currency  translation                                                          |       | ** ** | ** ** | **29.9**             | ** ** | 166.3                |       | 46.5                 | ** ** | ** **           | **(37.2**   | )                   |                | (413.0              | )                   | (235.4 | ) |
| minimum pension  liability                                                             |       | M          | ** ** | **(2.2**             | **)**      | (2.0                 | )          | (11.7                | )          |                 | **(2.4**    | **)**               | ** **          | (3.0                | )                   | (20.9 | ) |
| derivative  instruments and hedging                                                    |       | N          | ** ** | **11.6**             | ** ** | (2.2                 | )          | (6.2                 | )          |                 | **15.7**    | ** **          | ** **          | (3.1                | )                   | (11.0 | ) |
| ** **                                                                             |       |       |       | **39.3**             | ** ** | 162.1                | ** ** | 28.6                 | ** ** | ** **           | **(23.9**   | **)**               | ** **          | (419.1              | )                   | (267.3 | ) |
| income tax  benefit related to items of other comprehensive income (loss)              |       | ** ** | ** ** | **(1.7**             | **)**      | 7.4                  |       | 2.4                  | ** ** | ** **           | **(2.7**    | **)**               | ** **          | 10.0                |                | 4.3 |   |
|                                                                                   |       | ** ** | ** ** | ** **           | ** ** |                 |       |                 | ** ** | ** **           | ** **  | ** **          | ** **          |                |                |   |   |
| Total other  comprehensive income (loss)                                               |       | ** ** | ** ** | **37.6**             | ** ** | 169.5                |       | 31.0                 | ** ** | ** **           | **(26.6**   | **)**               | ** **          | (409.1              | )                   | (263.0 | ) |
| **Total  comprehensive income**                                                        |       | ** ** | ** ** | **527.6**            | ** ** | 515.4                |       | 290.2                | ** ** | ** **           | **628.5**   | ** **          | ** **          | 89.3                |                | 195.5 |   |
|                                                                                   |       |       | ** ** | ** **           | ** ** |                 |       |                 | ** ** | ** **           | ** **  | ** **          | ** **          |                |                |   |   |
| Balance at the  end of the financial year                                              |       |       | ** ** | **432.4**            | ** ** | 394.8                |       | 225.3                | ** ** | ** **           | **(350.3**  | **)**               | ** **          | (323.7              | )                   | 85.4 |   |

 

F-53

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 
| **EQUITY ROLLFORWARD**                                      | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|-------------------------------------------------------------|------------|----------------------|------------|---------------------|------------|
|                                                        |       |                 |       |                |       |   |   |   |   |
| **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 |   |
| ** **                                                  | ** ** | ** **           | ** ** | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Balance as at April 1, 2004**                             | ** ** | ** **           | ** ** | ** **          | ** ** | **2,230.3** | ** ** | ** ** | **2,953.9** | ** ** |
| Net profit  attributable to members of Rinker Group Limited | ** ** | ** **           | ** ** | **490.0**           | ** ** | ** ** | **655.1** | ** ** |
| Other comprehensive income (loss)                           | ** ** | ** **           | ** ** | ** **          | ** ** | **37.6** | ** ** | ** ** | **(26.6** | **)** |
| Increase in share capital (a)                               | ** ** | ** **           | ** ** | ** **          | ** ** | **(41.7** | **)** | ** ** | **(57.6** | **)** |
| Movement in shareholders’ loans                        | ** ** | ** **           | ** ** | ** **          | ** ** | **(0.5** | **)** | ** ** | **(0.4** | **)** |
| Dividends declared                                          | ** ** | ** **           | ** ** | ** **          | ** ** | **(105.6** | **)** | ** ** | **(141.4** | **)** |
| **Balance as at March 31, 2005**                            | ** ** | ** **           | ** ** | ** **          | ** ** | **2,610.1** | ** ** | ** ** | **3,383.0** | ** ** |

 

----

(a)           Reconciliationof Australian GAAP movement of issued and paid-up capital to US GAAP movementin share capital

 
| ** **                                                                                                          | ** ** | **US$ MILLION** | ** ** | **US$ MILLION** | ** ** | **A$ MILLION** | ** ** | **A$ MILLION** | ** ** |
|---------------------------------------------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|---------------------|------------|---------------------|------------|
| ** **                                                                                                          | ** ** | **2005**             | ** ** | **2004**             | ** ** | **2005**            | ** ** | **2004**            | ** ** |
| ** **                                                                                                          | ** ** | ** **           | ** ** | ** **           | ** ** | ** **          | ** ** | ** **          | ** ** |
| Australian GAAP movement                                                                                            | ** ** | **(21.2**            | **)**      | 0.6                  | ** ** | ** **          | **(30.4**  | **)**               | 0.8        |   |
| US GAAP adjustments                                                                                                 |       |                 | ** ** |                 |       |                |       | ** **          |       |   |
| Employee shares and share loans - See Note  D                                                                       | ** ** | **0.7**              | ** ** | 0.6                  | ** ** | ** **          | **0.9**    | ** **          | 0.8        |   |
|                                                                                                                |       |                 | ** ** |                 |       |                |       | ** **          |       |   |
| Stock Award Plans - See Note V                                                                                      | ** ** | **(21.2**            | **)**      | —               | ** ** | ** **          | **(28.1**  | **)**               | —     |   |
|                                                                                                                |       |                 | ** ** |                 |       |                |       | ** **          |       |   |
| Investments accounted for using the equity  method (SAB 51 gain adjustment, related to CA, net of tax) - See Note G | ** ** | **—**           | ** ** | 22.7                 | ** ** | ** **          | **—** | ** **          | 30.1       |   |
|                                                                                                                |       |                 | ** ** |                 |       |                |       | ** **          |       |   |
| US GAAP movement                                                                                                    | ** ** | **(41.7**            | **)**      | 23.9                 | ** ** | ** **          | **(57.6**  | **)**               | 31.7       |   |

 

**Explanatory notes**

 

The differences between US GAAPand Australian GAAP are set out below.

 

**A.**            **Revaluation of non-current assets.**  Prior to adoption of Australian AccountingStandard AASB No. 1041 “Revaluation of Non-Current Assets” (“AASB 1041”) by theRinker Group from April 1, 2001, Australian GAAP allowed non-current assets tobe revalued upwards via an asset revaluation reserve. Such revaluations ofassets were not allowed under US GAAP and so were reversed.

 

The depreciation charge on therevaluation increment of revalued assets was also reversed. Since adoption ofAASB 1041 on April 1, 2001, the Rinker Group has elected to apply the costbasis of recording property, plant and equipment, discontinue the practice ofrevaluing property, plant and equipment upwards and deemed all our revaluedproperty, plant and equipment carrying amounts as at March 31, 2001 to be theircost going forward. This means that writedowns of assets may no longer be madethrough the asset revaluation reserve. Assets which had previously beenrevalued upwards will still require a US GAAP adjustment for depreciation andprofit or loss on disposal.

 

Under Australian GAAP, therecoverable amount of non-current assets is assessed each reporting period. Animpairment loss is recorded when the future discounted net cash flows expectedto be generated by the asset are less than the carrying amount of the asset.Under US GAAP, property, plant and equipment and intangible assets with finitelives are tested for impairment when an event or change in circumstancesindicates that the carrying amount may not be recoverable. Recoverability ofsuch assets is measured by a comparison of the carrying amount of the asset (asadjusted from Australian GAAP to US GAAP) to future undiscounted net cash flowsexpected to be generated from the assets’ use.

 

F-54

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 

When the cash flow analysisindicates an asset is impaired, the impairment loss to be recognised ismeasured by the amount by which the carrying amount of the asset exceeds thefair value of the asset. Fair value is determined by quoted market prices,discounted cash flows or other valuation techniques. There have been nodifferences in accounting for impairments of long-lived assets under Australianand US GAAP.

 

**B.**            **Restructure and rationalisation.**  Under Australian GAAP, certain provisionswere made for costs relating to the restructuring of manufacturing processes,plant closure and reorganisation. At the time they were raised in fiscal year2004 these provisions did not meet US GAAP recognition requirements and so werereversed. The restructuring and rationalisation costs are expensed under USGAAP when the relevant requirements are met. This adjustment reversed in fiscal 2005 when the reserves were utilized.

 

**C.**            **Acquisition accounting.** US GAAP requires that deferred income taxes be raised to reflect thedifference between the tax basis of assets acquired and liabilities assumed,and their fair values determined in business combinations accounted for as apurchase. The creation of this deferred income tax liability gave rise toadditional goodwill on acquisition which had been amortised over the estimatedperiod of future benefits (not exceeding 20 years) prior to adoption ofStatement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill andOther Intangible Assets” (“SFAS 142”) by the Rinker group on April 1, 2002.Since adoption of SFAS 142, the balance of this goodwill is not amortised butis tested for impairment on an annual basis or when a trigger event occurs, andthe deferred tax liability remains on the statement of financial position. Nosuch deferred income tax liability is required for Australian GAAP.

 

**D.**            **Employee shares and share loans.**  Prior to the demerger of the Rinker groupfrom CSR Limited in March 2003, Rinker Group employees received shares in CSRLimited under the CSR group’s Universal Share/Option Plan. Under US GAAP,interest free non-recourse loans granted to Rinker group employees in respectof employee shares issued under the CSR group employee share plan are treatedas stock options and are classified as a reduction in shareholders’ equity.Under Australian GAAP, these amounts are disclosed as non-current receivables.  The dividends applied against the CSR groupemployee share plan loans repaid by Rinker group employees have been recognisedas compensation expense for US GAAP. No compensation expense is recognised forAustralian GAAP.

 

Commencing in 2001, the CSRgroup employee share plan added a choice of one free share for each share paidfor in cash up to a maximum of 100 shares. For US GAAP the fair value of the free shares issued to Rinker groupemployees is recognised as compensation expense.  No compensation expense is recognised forAustralian GAAP.

 

**E.****             Deferredincome tax balances.**  UnderAustralian GAAP, all deferred tax balances are classified as non-current. UnderUS GAAP, deferred tax assets and liabilities are classified as current ornon-current based on the classification of assets and liabilities to whichtiming differences relate, or anticipated timing of reversal if they are notassociated with any balance sheet items.

 

Under Australian GAAP, deferredtax assets arising from timing differences are not carried forward as assetsunless realisation is assured beyond reasonable doubt. Deferred tax assetsarising from tax losses are not carried forward as assets unless the losses canbe regarded as being virtually certain of realisation. Under US GAAP, deferredtax assets arising from timing differences and tax losses are carried forwardas assets and then reduced by a valuation allowance if, in the opinion ofmanagement, it is more likely than not that some or all of the deferred taxassets will not be realised. This does not result in any difference to the netdeferred income tax assets recognised by the Rinker group as disclosed in Note9.

 

**F.****             Other.**  Includes immaterial adjustments to accountfor reversing capitalisation of tradenames.

 

**G.****            Gainon sale of investment.**  As discussedin Note 34, on June 1, 2003 the Rinker group’s 50% interest in AustralianCement Holdings Pty Limited (“ACH”) was reduced to 25% after this business wasmerged with Queensland Cement Limited (“QCL”) to form Cement Australia HoldingPty Limited (“CA”).  Under AustralianGAAP, the difference in the Australian GAAP pre-merger carrying value of theinvestment in ACH (which approximated fair value) and the Rinker group’s shareof net assets of CA subsequent to the merger (“goodwill”) is included in thecarrying value 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 and is included in Note H.

 

**H.****            Amortisationof goodwill written back.**   Goodwillis subject 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 amortised under USGAAP until the Rinker group adopted SFAS 142 on April 1, 2002. This adjustmentreverses the current amortization of goodwill.

 

In the year ended March 31,2005 the Rinker group disposed of the Polypipe and Prestress businesses.  Under US GAAP goodwill has not been amortizedsince March 31, 2002 and therefore there is additional cost basis in thosebusinesses.  The additional goodwill thatwas not amortized increases the loss on the sale of Prestress and reduces thegain on the sale of Polypipe.

 

Ending balances of goodwill andintangible assets with finite lives as of March 31, 2005 and 2004 aresummarised in the following table which is prepared on a US GAAP basis. Thereare no intangible assets accounted for with indefinite lives.

 

F-55

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 
| **US$ MILLION**         | ** ** | **Gross carrying amount**  | ** ** | **Accumulated amortisation**  | ** ** |
|------------------------------|------------|----------------------------|------------|-------------------------------|------------|
| **YEAR ENDED MARCH 31** | ** ** | **2005**                   | ** ** | **2004**                      | ** ** | **2005** | ** ** | **2004** | ** ** |
| Goodwill                     | ** ** | **1,142.8**                |       | 1,190.0                       | ** ** | **(182.9** | **)** | (206.4 | ) |
| ** **                   | ** ** | ** **                 | ** ** | ** **                    | ** ** | ** ** | ** ** | ** ** | ** ** |
| Trademarks and tradenames    | ** ** | **12.5**                   |       | 12.6                          | ** ** | **(9.1** | **)** | (8.2 | ) |
| Other intangibles            | ** ** | **15.0**                   |       | 30.3                          | ** ** | **(10.8** | **)** | (21.1 | ) |
| **Total**                    | ** ** | **27.5**                   |       | 42.9                          | ** ** | **(19.9** | **)** | (29.3 | ) |
| ** **                   | ** ** | ** **                 | ** ** | ** **                    | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                   | ** ** | **Gross  carrying amount** | ** ** | **Accumulated  amortisation** | ** ** |
| **A$ MILLION**          | ** ** | **2005**                   | ** ** | **2004**                      | ** ** | **2005** | ** ** | **2004** | ** ** |
| Goodwill                     | ** ** | **1,484.2**                |       | 1,575.2                       | ** ** | **(238.8** | **)** | (273.6 | ) |
| ** **                   | ** ** | ** **                 | ** ** | ** **                    | ** ** | ** ** | ** ** | ** ** | ** ** |
| Trademarks and tradenames    | ** ** | **16.2**                   |       | 16.7                          | ** ** | **(11.8** | **)** | (10.9 | ) |
| Other intangibles            | ** ** | **19.5**                   |       | 40.1                          | ** ** | **(13.9** | **)** | (27.9 | ) |
| **Total**                    | ** ** | **35.7**                   |       | 56.8                          | ** ** | **(25.7** | **)** | (38.8 | ) |

 

**I.****                 Earningsper share.** Prior to the March 28, 2003 demerger, all of the 1,690outstanding ordinary shares in Rinker Group Limited were held by CSR Limited.Consequent of the demerger, shareholders in CSR Limited have becomeshareholders in Rinker Group Limited on a pro-rata basis, and on April 11,2003, Rinker Group Limited issued 944,668,106 ordinary shares to CSR Limitedshareholders.

 

Basic earnings per share for the year ended March 31, 2003 wascomputed by dividing the net profit attributable to members of Rinker GroupLimited for the year by the ordinary shares outstanding after the demerger andsubsequent issuance of shares to CSR Limited shareholders as discussed above(944,669,796 shares). The computation of diluted earnings per share is similarto basic earnings per share, except that it assumes the potentially dilutivesecurities were converted to ordinary shares as of the beginning of the year. Forthe year ended March 31, 2004, basic earnings per share was calculated bydividing the net profit attributable to members of Rinker Group Limited for theyear by the weighted average number of ordinary shares outstanding. As appliedto Rinker Group Limited, diluted earnings per share is equivalent to basicearnings per share as there are no potentially dilutive securities in 2004 and2003.

 

For the year ended March 31, 2005 basic and diluted earnings pershare were adjusted to account for the provisions of the stock award plans andthe purchase of stock related to the stock award plans, as applicable (Note V).The following table summarizes the differences between basic and dilutedearnings per share under Australian GAAP and US GAAP.

 
| ** **                                             | ** ** | **2005**        | ** ** | **2004**        | ** ** | **2003**    | ** ** |
|--------------------------------------------------------|------------|-----------------|------------|-----------------|------------|-------------|------------|
| ** **                                             | ** ** | **Basic**       | ** ** | **Diluted**     | ** ** | **Basic**   | ** ** | **Diluted** | ** ** | **Basic** | ** ** | **Diluted** | ** ** |
| Weighted Average  Number of Shares A GAAP              | ** ** | **942,135,211** | ** ** | **942,135,211** | ** ** | 944,860,494 |       | 944,860,494 |   | 944,669,796 |   | 944,669,796 |   |
| Adjustment for  shares for treasury stock (See Note V) | ** ** | **(894,390**    | **)**      | **(894,390**    | **)**      | —      |       | — |   | — |   | — |   |
| Adjustment for  stock award plans (See Note V)         | ** ** | **—**      | ** ** | **1,339,701**   | ** ** | —      |       | — |   | — |   | — |   |
| Weighted Average  Number of Shares US GAAP             | ** ** | **941,240,821** | ** ** | **942,580,522** | ** ** | 944,860,494 |       | 944,860,494 |   | 944,669,796 |   | 944,669,796 |   |

 

**J.****              Employeeentitlements.** Employee entitlement provisions include a liability for longservice leave. The assumptions used to calculate this liability are consistentwith those used under SFAS No. 87 “Employers’ Accounting for Pensions” forUS GAAP.

 

**K.****            Consolidatedstatement of financial performance - classification differences.** UnderAustralian GAAP, the proceeds on sale of property, plant and equipment andother assets are reported as other revenue from ordinary activities and thebook value of assets sold is reported as other expense from ordinaryactivities. Under US GAAP, net gain/(loss) on sale of property, plant andequipment and other assets are reported in other revenue or other expense fromordinary activities.

 

Under Australian GAAP, the share of net profit of associates accountedfor using the equity method is reported as a component of operating profit. UnderUS GAAP, the share of net profit of associates accounted for using the equitymethod is generally reported following net (profit)/loss attributable tooutside equity interests.

 

Under Australian GAAP, restructuring, rationalisation and impairmentcharges are recorded as other expenses from ordinary activities below operatingprofit. Under US GAAP, such charges are recorded as a component of operatingprofit.

 

Under Australian GAAP, land held for sale is classified as part ofnon-current inventory. Under US GAAP, land held for sale does not qualify as “heldfor sale” and would be recorded as part of property, plant and equipment.

 

Investments in the SERP are held by a rabbi trust. Both an asset and aliability are recorded on the Consolidated Statement of Financial Position. UnderAustralian GAAP, changes in investment value are netted against the changes inthe liability, and there is no impact on net profit. Under US GAAP, investmentsheld by a rabbi trust are classified as trading securities, with changes infair value classified in non-operating income. Changes in the offsettingliabilities are classified in operating income. There is no impact on netprofit.

 

**L.****             Consolidatedstatement of financial position - classification differences.** UnderAustralian GAAP, advances and loans made to associated entities are classifiedas receivables. Under US GAAP, such advances and loans made to associatedentities are classified in “investments accounted for using the equity method”.

 

**M.****          Superannuation(pension) fund.**

 

In accounting for defined benefit superannuation funds, Australian GAAPrequires the recognition of an expense to the Rinker group only whencontributions are paid or payable to the superannuation funds. Under US GAAP,the amount charged to the statement of financial performance in each accountingperiod is the net retirement benefit expense (net periodic pension income)which comprises actual service cost of the plan to the Rinker group and theinterest cost of the projected benefit obligations of the fund, less the actualreturn achieved by the assets invested in the plan and net amortisation anddeferral of costs. US GAAP allows certain gains and losses within a corridor tobe deferred over future service periods (the ‘corridor method’). For the U.S.plans the corridor method is used. For the Australian plan, gains and lossesare immediately recognized.

 

The measurement dates for each of the group’s defined benefit funds areas follows: December 31 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.

 

F-56

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION (CONTINUED)**

 

Rinker Group contributes to various multiemployer plans. Under both USGAAP and Australian GAAP these contributions are expensed when the Rinker Groupis informed they are required. Expenses incurred in fiscal year 2005, 2004, and2003 were US$11.0 million (A$14.9 million), US$9.9 million (A$14.2 million) andUS$8.5 million (A$15.2 million), respectively.

 

Rinker Group contributes to various defined contribution plans. Underboth US GAAP and Australian GAAP these contributions are expensed when known. Expensesincurred in fiscal year 2005, 2004, and 2003 were US$18.8 million (A$25.5million), US$19.9 million (A$28.5 million) and US$14.0 million (A$24.8million), respectively.

 

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 2005 and 2004 was a reduction in US GAAPequity of US$12.1 million (A$16.1 million) and US$12.4 million (A$16.4million), respectively.

 
| **AS AT MARCH 31**                                                        | ** ** | **2005**   | ** ** | **2004**   | ** ** | **2003**   | ** ** |
|--------------------------------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|
| **Weighted average assumptions used to  determine benefit obligations:**       | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Discount rate                                                                  | ** ** | **5.9**    | **%**      | 6.3        | %          | 6.8        | %          |
| Compensation increase                                                          | ** ** | **4.2**    | **%**      | 4.3        | %          | 4.3        | %          |
| ** **                                                                     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Weighted average assumptions used to  determine net periodic benefit cost:** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Discount rate                                                                  | ** ** | **6.3**    | **%**      | 6.1        | %          | 6.6        | %          |
| Compensation increase                                                          | ** ** | **4.2**    | **%**      | 3.9        | %          | 4.3        | %          |
| Expected return on plan assets                                                 | ** ** | **7.8**    | **%**      | 7.7        | %          | 8.5        | %          |

 

The long term rate of return onassets was developed by considering historical and projected rates of returnfor each asset class.

 
| ** **                                                | ** ** | ** ** | ** ** | **US$**    | ** ** | **A$**     | ** ** | ** ** | ** ** |
|-----------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| **Estimated future benefit payments for  calendar year:** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                                      |       | 2005       |       | 3.4        |       | 4.5        | ** ** | ** ** | ** ** |
|                                                      |       | 2006       |       | 4.6        |       | 6.1        | ** ** | ** ** | ** ** |
|                                                      |       | 2007       |       | 3.6        |       | 4.8        | ** ** | ** ** | ** ** |
|                                                      |       | 2008       |       | 3.9        |       | 5.2        | ** ** | ** ** | ** ** |
|                                                      |       | 2009       |       | 4.6        |       | 6.1        | ** ** | ** ** | ** ** |
|                                                      |       | 2010-2014  |       | 25.6       |       | 34.4       | ** ** | ** ** | ** ** |

 

F-57

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 
| ** **                                                        | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **US$ MILLION  2003** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|-------------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|---------------------------|------------|
| ** **                                                        | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                | ** ** | ** **                | ** ** | ** **                | ** ** |
| **Change  in benefit obligation**                                 |       |                       |       |                       |       |                       |       |                      |       |                      |       |                      |       |   |
| Benefit  obligation at the beginning of the financial year        | ** ** | **68.4**                   | ** ** | 60.4                       |       | 39.0                       |       |                      | **84.6**   | ** **                | 92.1       |                      | 65.0       |   |
| Service cost  (excluding expenses)                                | ** ** | **2.3**                    | ** ** | 3.2                        |       | 2.5                        |       |                      | **3.0**    | ** **                | 4.3        |                      | 4.2        |   |
| Interest cost                                                     | ** ** | **3.9**                    | ** ** | 3.7                        |       | 3.1                        |       |                      | **5.2**    | ** **                | 4.9        |                      | 5.2        |   |
| Amendments                                                        | ** ** | **—**                 | ** ** | —                     |       | 0.4                        |       |                      | **—** | ** **                | —     |                      | 0.6        |   |
| Actuarial  gain/loss                                              | ** ** | **3.2**                    | ** ** | 2.8                        |       | 5.0                        |       |                      | **4.4**    | ** **                | 3.7        |                      | 8.3        |   |
| Benefits paid                                                     | ** ** | **(3.3**                   | **)**      | (2.2                       | )          | (2.5                       | )          |                      | **(4.4**   | **)**                     | (2.9       | )                         | (4.1       | ) |
| Initial  obligation transferred                                   | ** ** | **—**                 | ** ** | —                     |       | 4.1                        |       |                      | **—** | ** **                | —     |                      | 6.8        |   |
| Acquisition                                                       | ** ** | **—**                 | ** ** | —                     |       | 8.3                        |       |                      | **—** | ** **                | —     |                      | 13.9       |   |
| Foreign exchange  adjustment                                      | ** ** | **(4.4**                   | **)**      | 0.5                        |       | 0.5                        |       |                      | **2.0**    | ** **                | (17.5      | )                         | (7.8       | ) |
| **Benefit  obligation at the end of the financial year**          | ** ** | **70.1**                   | ** ** | 68.4                       |       | 60.4                       |       |                      | **94.8**   | ** **                | 84.6       |                      | 92.1       |   |
|                                                              |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| **Change  in plan assets**                                        |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| Fair value of  plan assets at the beginning of the financial year | ** ** | **44.4**                   | ** ** | 35.8                       |       | 24.3                       |       |                      | **55.1**   | ** **                | 54.0       |                      | 40.4       |   |
| Actual return on  plan assets (net of expenses)                   | ** ** | **4.3**                    | ** ** | 5.4                        |       | (3.7                       | )          |                      | **5.9**    | ** **                | 7.4        |                      | (6.2       | ) |
| Employer  contribution                                            | ** ** | **7.8**                    | ** ** | 4.7                        |       | 5.2                        |       |                      | **10.5**   | ** **                | 6.3        |                      | 8.6        |   |
| Benefits paid and  expenses incurred                              | ** ** | **(3.2**                   | **)**      | (2.3                       | )          | (2.5                       | )          |                      | **(4.4**   | **)**                     | (3.0       | )                         | (4.1       | ) |
| Initial assets  transferred                                       | ** ** | **—**                 | ** ** | —                     |       | 4.1                        |       |                      | **—** | ** **                | —     |                      | 6.9        |   |
| Acquisition                                                       | ** ** | **—**                 | ** ** | —                     |       | 7.9                        |       |                      | **—** | ** **                | —     |                      | 13.2       |   |
| Foreign exchange  adjustment                                      | ** ** | **(2.7**                   | **)**      | 0.8                        |       | 0.5                        |       |                      | **2.4**    | ** **                | (9.6       | )                         | (4.8       | ) |
| **Fair  value of plan assets at the end of the financial year**   | ** ** | **50.6**                   | ** ** | 44.4                       |       | 35.8                       |       |                      | **69.5**   | ** **                | 55.1       |                      | 54.0       |   |
| **Total  funded status**                                          | ** ** | **(19.5**                  | **)**      | (24.0                      | )          | (24.5                      | )          |                      | **(25.3**  | **)**                     | (29.5      | )                         | (38.1      | ) |
|                                                              |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| Unrecognised net  actuarial gain/loss                             | ** ** | **21.5**                   | ** ** | 20.5                       |       | 21.4                       |       |                      | **27.9**   | ** **                | 27.2       |                      | 35.6       |   |
| Unrecognised  prior service cost                                  | ** ** | **1.3**                    | ** ** | 1.4                        |       | 1.6                        |       |                      | **1.7**    | ** **                | 1.9        |                      | 2.7        |   |
| Intangible asset                                                  | ** ** | **(1.3**                   | **)**      | (1.4                       | )          | (1.6                       | )          |                      | **(1.7**   | **)**                     | (1.9       | )                         | (2.7       | ) |
| Accumulated other  comprehensive loss                             | ** ** | **(21.3**                  | **)**      | (19.0                      | )          | (17.0                      | )          |                      | **(27.6**  | **)**                     | (25.2      | )                         | (28.3      | ) |
| **Total  net accrued benefit cost**                               | ** ** | **(19.3**                  | **)**      | (22.5                      | )          | (20.1                      | )          |                      | **(25.0**  | **)**                     | (27.5      | )                         | (30.8      | ) |
|                                                              |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| **Components  of net periodic benefit cost**                      |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| Service cost  (including expenses)                                | ** ** | **2.9**                    | ** ** | 3.5                        |       | 2.8                        |       |                      | **3.8**    | ** **                | 4.6        |                      | 4.7        |   |
| Interest cost                                                     | ** ** | **3.9**                    | ** ** | 3.7                        |       | 3.1                        |       |                      | **5.0**    | ** **                | 5.0        |                      | 5.2        |   |
| Expected return  on plan assets                                   | ** ** | **(3.6**                   | **)**      | (3.1                       | )          | (3.1                       | )          |                      | **(4.5**   | **)**                     | (4.1       | )                         | (5.2       | ) |
| Amortisation of  transitional assets                              | ** ** | **—**                 | ** ** | —                     |       | (0.1                       | )          |                      | **—** | ** **                | —     |                      | (0.1       | ) |
| Amortisation of  prior service cost                               | ** ** | **0.2**                    | ** ** | 0.2                        |       | 0.2                        |       |                      | **0.3**    | ** **                | 0.3        |                      | 0.3        |   |
| Recognised net  actuarial gain/loss                               | ** ** | **0.8**                    | ** ** | 0.9                        |       | 0.1                        |       |                      | **1.1**    | ** **                | 1.2        |                      | 0.1        |   |
| Net periodic  benefit cost                                        | ** ** | **4.2**                    | ** ** | 5.2                        |       | 3.0                        |       |                      | **5.7**    | ** **                | 7.0        |                      | 5.0        |   |

 

The accumulated benefit obligation at March 31, 2005 was US$65.4million (A$84.8 million) and at March 31, 2004 was US$59.1 million (A$78.2million).

 

The following table summarizes the weighted average asset allocationsfor each of Rinker group’s defined benefit superannuation plans as of therespective measurement date:

 
| **AS OF MARCH 31 2005**                                 | ** ** | **REAL ESTATE**  | ** ** | **EQUITY SECURITIES**  | ** ** | **DEBT SECURITIES**  | ** ** | **OTHER** | ** ** | **TOTAL** | ** ** |
|--------------------------------------------------------------|------------|------------------|------------|------------------------|------------|----------------------|------------|-----------|------------|-----------|------------|
| Harwood Superannuation Fund                                  |       | 10               | %          | 52                     | %          | 38                   | %          | 0         | %          | 100       | %          |
| Rinker Materials Corporation Pension Plan                    |       | 6                | %          | 57                     | %          | 37                   | %          | 0         | %          | 100       | %          |
| Rinker Materials Corporation Retirement  Income Plan         |       | 6                | %          | 57                     | %          | 37                   | %          | 0         | %          | 100       | %          |
| United Metro/San Xavier Collectively  Bargained Pension Plan |       | 6                | %          | 57                     | %          | 37                   | %          | 0         | %          | 100       | %          |
|                                                         |       |             |       |                   |       |                 |       |      |       |      |       |
| **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       | %          |

 

The target asset allocation is between 45% and 65% for equitysecurities, 30% and 50% for debt securities, 0% and 10% for real estate and 0%and 10% for other investments. To develop the expected long-term rate of returnon assets assumption, Rinker group considered the historical returns and thefuture expectations for returns for each asset class, as well as the targetasset allocation of the pension portfolio.

 

F-58

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 

**N.****            Derivativesand hedging.** Rinker Group is required to recognise derivatives as assets orliabilities in the statement of financial position and measure them at fairvalue. Derivatives and hedging activities are managed as part of a formallydocumented risk management process outlined in the Rinker group’s Financial andCommodity Price Risk Management Policy and in detailed Operational Guidelines.The risk management process detailed in the guidelines specifies what is anexposure, when it is recognised, the objectives of the risk management process,the need for a risk management plan, the approved hedging instruments anddetailed reporting requirements. The Rinker group’s hedging activities areunder the direct control and review of the Rinker group’s Finance Committee.The general objective of the Rinker group’s risk management activities is toreduce the potential variability in financial returns thus contributing to morecertainty and stability.

 

During the year ended March 31, 2005, the only derivativesutilized by Rinker group were interest rate derivatives designated as cash flowhedges.

 

*Hedge effectiveness*. The Rinker group measureshedge effectiveness through quarterly review of the retrospective andprospective relationship between changes in the value of a hedge and itsunderlying transaction. The methods used to assess effectiveness are the shortcut method based on criteria as stated in SFAS No. 133 “Accounting forDerivative Instruments and Hedging Activities” as amended (“SFAS 133”), matchedterms method, dollar offset method and regression analysis. To the extent thatoption contracts are used as hedges, the intrinsic value of the option will beeffective if all terms of the contract are matched with the underlyingtransaction. The time value of options (amounts excluded from the measurementof effectiveness) and any other ineffectiveness is reported through earnings inthe current period. During the year ended March 31, 2004, certain of thegroup’s interest rate hedges were treated as ineffective under SFAS 133. Thiswas because, for part of the year, the maturity dates for interest rate hedgeswere not the same as the maturity dates for the debt being hedged. As at March 31,2004, all of the group’s interest rate hedges were effective hedges under SFAS133. For the year ended March 31, 2005, the earnings effect after tax ofineffectiveness was a profit of US$1.0 million or A$1.2 million (2004: profitof US$2.4 million or A$3.4 million, 2003 loss of US$0.5 million or A$0.8million).

 

*Fair value hedges*. Under SFAS 133, a fairvalue hedge mitigates exposure to changes in the fair value of an asset, liabilityor firm commitment. A fair value hedge protects against changes in value causedby variability 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 flowhedge mitigates exposure to variable cash flows of a forecast transaction,asset or liability. A cash flow hedge protects against the risk caused byvariable prices, costs or rates. The hedging instrument is marked-to-market inthe statement of financial position. The resulting gains/losses on theeffective portion of a hedging instrument are recorded in OCI. Gains/losses onthe ineffective portion of a hedging instrument are recognised currently in earnings.Amounts in OCI are reclassified to interest expense when the hedged item issettled and/or otherwise recognized. Variable cash flows include variable ratedebt.

 

*Net investment hedges*. Under SFAS 133, a netinvestment hedge mitigates foreign currency exposure of a net investment in aforeign operation. The accounting treatment of net investment hedges under USGAAP is consistent with Australian GAAP.

 

*Other Derivatives*. Any other derivativetransaction that cannot meet the designation requirement as a fair value, cashflow or net investment hedge, will be marked-to-market in earnings in thecurrent period. The following table provides a reconciliation of OCI after taxfor the years ended March 31, 2005, 2004, and 2003 relating to SFAS 133.

 
| ** **                                           | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **US$ MILLION  2003** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|---------------------------|------------|
| Opening  accumulated (loss) as at April 1       | ** ** | **(7.2**                   | **)**      | (5.8                       | )          | (2.0                       | )          |                      | **(12.8**  | **)**                     | (10.9      | )                         | (4.2       | ) |
| Net amount  reclassified to earnings                 | ** ** | **1.7**                    | ** ** | 1.9                        |       | (0.6                       | )          |                      | **2.3**    | ** **                | 2.9        |                      | (1.2       | ) |
| Changes in fair  value of derivatives                | ** ** | **7.4**                    | ** ** | (3.3                       | )          | (3.2                       | )          |                      | **13.0**   | ** **                | (4.8       | )                         | (5.5       | ) |
| Closing  accumulated gain (loss) as at March 31 | ** ** | **1.9**                    | ** ** | (7.2                       | )          | (5.8                       | )          |                      | **2.5**    | ** **                | (12.8      | )                         | (10.9      | ) |

 

Based on SFAS 133 revaluations as at March 31, 2005, Rinker groupis expected to recognise no loss after tax through earnings on expiring hedgingcontracts in the next 12 months.

 

**O.****           Unrecognisedinsurance debtors.** Under Australian GAAP recognition of the insurancerecovery is appropriate when management considers it is both probable andmeasurable. Under US GAAP, recognition of insurance proceeds are appropriateonly when a company either receives proceeds or an irrevocable confirmationfrom the insurer of coverage and the related amount. These conditions were notmet at March 31, 2003, therefore the insurance debtors were reversed forUS GAAP. This adjustment reversed in fiscal 2004 when the receivables werecollected.

 

F-59

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 

**P.****             Fairvalue adjustment.** As discussed in Significant Accounting Policies, as partof an internal restructure prior to the demerger of the Rinker group from CSRLimited (which occurred during the year ended March 31, 2003), a series oftransactions occurred whereby Rinker Group Limited acquired CSR Limited’sinterest in CSR’s heavy building materials businesses (Readymix). UnderAustralian GAAP, these transactions were accounted for at fair value, resultingin a step-up to fair value of an investment in an associate entity, ACH. Forall other acquired businesses, fair value approximated book value and thereforeno change in value occurred. The purchase was funded by an intercompany loanthat was subsequently converted to equity in Rinker group. Under US GAAP, theseinternal transactions are accounted for at book value as transactions amongentities under common control, and the increase in fair value has thereforebeen reversed.

 

**Q.****           Executiveoption plan.** Prior to the demerger of the Rinker group from CSR Limited in March 2003,Rinker group employees participated in CSR’s Executive Share Option Plan. UnderAustralian GAAP, no cost attributable to share options issued to Rinker groupemployees under CSR’s Executive Share Option Plan was recognised in thestatement of financial performance. Under US GAAP, the Rinker group accountedfor the plan under the recognition and measurement principles of AccountingPrinciples Board Opinion No. 25 “Accounting for Stock Issued to Employees”(“APB 25”). All options granted under the plan had an exercise price equal tothe market 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 2003 relating to CSR’sExecutive Share Option Plan is as follows:

 
| **THOUSANDS OF DOLLARS**     | ** ** | **NO. CSR OPTIONS  (OPTIONS IN THOUSANDS)** | ** ** | **WEIGHTED-AVERAGE EXERCISE PRICE  A$** | ** ** |
|------------------------------|------------|---------------------------------------------|------------|-----------------------------------------|------------|
|                         |       |                                        |       |                                    |       |
| On issue March 31, 2003 |       | 1,988                                       |       | 5.77                                    |       |
| issued                       | ** ** | **—**                                  | ** ** | **—**                              | ** ** |
| exercised                    |       | (18                                         | )          | 4.90                                    |       |
| lapsed                       |       | (1,970                                      | )          | 5.77                                    |       |

 

Of the CSR options held by Rinker group executives outstanding as at March 31,2003, 18,200 options have since been exercised. Following the demerger, CSR’sshare price was trading at approximately 25% of its pre-demerger value;consequently, the remaining options 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.

 

**R.****            PostRetirement Medical Benefits.** Rinker Materials subsidises post-retirementmedical benefits to certain employees and pensioners on a pay-as-you-go basis. Thegroup’s contributions paid during the year ended March 31, 2005 forpost-retirement medical benefits was US$0.2 million (A$0.3 million). Under AustralianGAAP, Rinker records costs as they arise. No provision or expense is recognisedfor the estimated potential future costs of providing subsidisedpost-retirement medical benefits.

 

During the year ended March 31, 2003, Rinker concluded that the USGAAP provision and expense for post-retirement medical benefits costs for theseemployees was not materially different from that recorded under AustralianGAAP. During the years ended March 31, 2005 and 2004, Rinker obtained anactuarial valuation of the future cost of subsidising post-retirement medicalbenefits over the lifetime of these pensioners. The following represents theamounts recognised under US GAAP during the years ended March 31, 2005 and2004 in accordance with SFAS No. 106 “Accounting for Post-RetirementBenefits Other than Pensions” (“SFAS 106”):

 
| **AS AT MARCH 31**                                                        | ** ** | **2005**      | ** ** | **2004**   | ** ** |
|--------------------------------------------------------------------------------|------------|---------------|------------|------------|------------|
| **Weighted average assumptions used to  determine benefit obligations:**       |       |          |       |       |       |   |
| Discount rate                                                                  | ** ** | **5.8**       | **%**      | ** ** | 6.0        | % |
| Health care cost trend rate assumed for  next year                             | ** ** | **12.0**      | **%**      | ** ** | 13.5       | % |
| Ultimate trend rate                                                            | ** ** | **5.5**       | **%**      | ** ** | 5.5        | % |
| Year that the rate reaches the ultimate  trend rate                            | ** ** | **2009**      | ** ** | ** ** | 2009       |   |
| Measurement date                                                               | ** ** | **31-Mar-05** | ** ** | ** ** | 31-Mar-04  |   |
|                                                                           |       |          | ** ** | ** ** |       |   |
| **Weighted average assumptions used to  determine net periodic benefit cost:** |       |          | ** ** | ** ** |       |   |
| Discount rate                                                                  | ** ** | **6.3**       | **%**      | ** ** | 6.8        | % |
| Health care cost trend rate assumed for  next year                             | ** ** | **12.0**      | **%**      | ** ** | 13.5       | % |
| Ultimate trend rate                                                            | ** ** | **5.5**       | **%**      | ** ** | 5.5        | % |
| Year that the rate reaches the ultimate  trend rate                            | ** ** | **2009**      | ** ** | ** ** | 2009       |   |

 

F-60

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 
| **AS AT MARCH 31, 2005**                             | ** ** | ** ** | ** ** | **US$**    | ** ** | **A$**     | ** ** |
|-----------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|
| **Effect of 1% increase in medical trend  rate:**         | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Accumulated post-retirement benefit  obligation           |       |       |       | 0.3        |       |       | 0.4        |   |
| Sum of service cost plus interest cost                    |       |       |       | —     |       |       | —     |   |
|                                                      |       |       |       |       |       |       |       |   |
| **Effect of 1% decrease in medical trend rate**           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Accumulated post-retirement benefit  obligation           |       |       |       | (0.2       | )          |       | (0.3       | ) |
| Sum of service cost plus interest cost                    |       |       |       | —     |       |       | —     |   |
|                                                      |       |       |       |       |       |       |       |   |
| **Estimated future benefit payments for  calendar year:** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                                      |       | 2005       |       | 0.1        |       |       | 0.1        |   |
|                                                      |       | 2006       |       | 0.1        |       |       | 0.1        |   |
|                                                      |       | 2007       |       | 0.1        |       |       | 0.1        |   |
|                                                      |       | 2008       |       | 0.1        |       |       | 0.1        |   |
|                                                      |       | 2009       |       | 0.1        |       |       | 0.1        |   |
|                                                      |       | 2010-2014  |       | 0.6        |       |       | 0.8        |   |

 
| ** **                                                        | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** |
|-------------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                                              |       |                       |       |                       |       |                      |       |                      |       |
| **Change in benefit obligation**                                  |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| Benefit obligation at the beginning of the  financial year        | ** ** | **5.5**                    | ** ** | —                     |       |                      | **7.5**    | ** **                | —     |   |
| Recognition of transition obligation                              | ** ** | **—**                 | ** ** | 5.5                        |       |                      | **—** | ** **                | 7.5        |   |
| Service cost (excluding expenses)                                 | ** ** | **—**                 | ** ** | 0.1                        |       |                      | **—** | ** **                | 0.2        |   |
| Interest cost                                                     | ** ** | **0.1**                    | ** ** | 0.3                        |       |                      | **0.1**    | ** **                | 0.4        |   |
| Amendments                                                        | ** ** | **(2.9**                   | **)**      | —                     |       |                      | **(3.9**   | **)**                     | —     |   |
| Actuarial gain/loss                                               | ** ** | **(0.5**                   | **)**      | (0.2                       | )          |                      | **(0.7**   | **)**                     | (0.3       | ) |
| Benefits paid                                                     | ** ** | **(0.2**                   | **)**      | (0.2                       | )          |                      | **(0.3**   | **)**                     | (0.3       | ) |
| **Benefit obligation at the end of the  financial year**          | ** ** | **2.0**                    | ** ** | 5.5                        |       |                      | **2.7**    | ** **                | 7.5        |   |
|                                                              |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| **Change in plan assets**                                         |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| Fair value of plan assets at the beginning  of the financial year | ** ** | **—**                 | ** ** | —                     |       |                      | **—** | ** **                | —     |   |
| Employer contribution                                             | ** ** | **0.2**                    | ** ** | 0.3                        |       |                      | **0.3**    | ** **                | 0.4        |   |
| Benefits paid and expenses incurred                               | ** ** | **(0.2**                   | **)**      | (0.3                       | )          |                      | **(0.3**   | **)**                     | (0.4       | ) |
| **Fair value of plan assets at the end of the  financial year**   | ** ** | **—**                 | ** ** | —                     |       |                      | **—** | ** **                | —     |   |
|                                                              |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| Total funded status                                               | ** ** | **(2.0**                   | **)**      | (5.5                       | )          |                      | **(2.7**   | **)**                     | (7.6       | ) |
|                                                              |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| Unrecognised net actuarial gain/loss                              | ** ** | **(0.2**                   | **)**      | (0.3                       | )          |                      | **(0.4**   | **)**                     | (0.4       | ) |
| Unrecognised prior service cost                                   | ** ** | **(2.6**                   | **)**      | —                     |       |                      | **(3.8**   | **)**                     | —     |   |
| **Total net accrued benefit cost**                                | ** ** | **(4.8**                   | **)**      | (5.8                       | )          |                      | **(6.9**   | **)**                     | (8.0       | ) |
|                                                              |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| **Components of net periodic benefit cost**                       |       |                       | ** ** |                       |       |                      |       | ** **                |       |   |
| Recognition of transition obligation                              | ** ** | **—**                 | ** ** | 5.5                        |       |                      | **—** | ** **                | 7.5        |   |
| Service cost (including expenses)                                 | ** ** | **—**                 | ** ** | 0.1                        |       |                      | **—** | ** **                | 0.1        |   |
| Interest cost                                                     | ** ** | **0.1**                    | ** ** | 0.3                        |       |                      | **0.1**    | ** **                | 0.4        |   |
| Amortisation of prior service cost                                | ** ** | **(0.3**                   | **)**      | —                     |       |                      | **(0.4**   | **)**                     | —     |   |
| Net periodic pension expense                                      | ** ** | **(0.2**                   | **)**      | 5.9                        |       |                      | **(0.3**   | **)**                     | 8.0        |   |

 

The accumulated benefit obligation at March 31, 2005 was US$1.9million (A$2.4 million) and at March 31, 2004 was US$5.1 million (A$6.7million).

 

F-61

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 

**S.****             Retirementof long lived assets.** Under Australian GAAP, the Rinker group provides forasset retirement obligations by recognising a provision for retirementobligations over the life of the asset concerned. Rinker group’s assetretirement obligations relate to obligations to rehabilitate quarry sites atthe end of quarry life. These obligations arise under legislation and under theterms of quarry permitting arrangements.

 

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 GAAP purposes the Rinker group adopted SFAS No. 143 “Accountingfor Asset Retirement Obligations” (“SFAS 143”), which applies to legalobligations associated with the retirement of a long-lived asset that resultfrom 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 retirement costs are capitalized as part of thecarrying amount of the related long-lived asset and amortised over the life ofthe related asset using the unit-of-production method. At the end of each year,the liability is increased to reflect the passage of time (accretion expense)and adjusted (increase or decrease) to reflect changes in the estimated futurecash flows underlying the initial fair value measurement. 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 tabledescribes all changes to the Rinker group’s asset retirement obligationliability on a US GAAP measurement basis:

 
| ** **                             | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** |
|----------------------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                   |       |                       |       |                       |       |                      |       |                      |       |
| Opening balance                        | ** ** | **33.6**                   |       | 15.2                       |       |                      | **44.4**   | ** **                | 25.2       |   |
| Impact of adoption of SFAS 143         |       | —                     |       | 13.7                       |       |                      | **—** | ** **                | 22.9       |   |
| Impact of foreign exchange translation | ** ** | **0.2**                    |       | 2.9                        |       |                      | **(0.5**   | **)**                     | (6.3       | ) |
| Expense for the period                 | ** ** | **10.9**                   |       | 3.1                        |       |                      | **14.1**   | ** **                | 4.4        |   |
| Liabilities settled                    | ** ** | **—**                 |       | (1.3                       | )          |                      | **—** | ** **                | (1.8       | ) |
| Balance at end of year                 | ** ** | **44.7**                   |       | 33.6                       |       |                      | **58.0**   | ** **                | 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.

 

**T.****             AcquisitionTax Balances.** 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 in September 2002).Under Australian GAAP, the income tax refunds are accounted for as an incometax benefit. Under US GAAP, the income tax refunds are applied to reducegoodwill attributable to the acquisition of Kiewit.

 

During the year ended March 31, 2005, Rinker Materials Corporationutilized a deferred tax asset associated with the Florida Rock acquisition. Avaluation allowance had been established for this amount upon acquisition. UnderUS GAAP reversal of the allowance is a purchase price adjustment and is appliedto reduce goodwill. Under Australian GAAP the reversal is reflected as adecrease in tax expense.

 

**U.****             RentalPayments.** The Rinker group leases various pieces of property and equipment.Under Australian GAAP operating lease payments are generally expensed as paid. UnderUS GAAP scheduled operating lease payments must be expensed on a straight-linebasis. The difference between the amount paid and the amount expensed isrecorded as an asset or liability, as appropriate. This adjustment recordsoperating lease payments on a straight-line basis.

 

**V.****            StockAward Plans.** The Rinker group has two stock award plans which are long-termequity incentive plans for key executives. Eligible participants are offeredthe opportunity to qualify for Rinker shares based on the achievement ofspecific goals and vesting requirements. The goals are long term and finalmeasurement of the goals does not occur for three years. As a result, at thistime the ultimate number of shares to be transferred to employees is unknown. Inconnection with each of the plans, the Rinker group has purchased andtransferred shares to a trustee, who holds the shares in the employees name. Employeesreceive dividends and retain voting rights for these shares.

 

Under Australian GAAP vesting begins and expense is recognized over thelife of the offer. Under US GAAP, the measurement date is on the first date atwhich the number of shares each employee is eligible to receive is known, whenthe share price is known, and when appropriate approval has occurred. Expenseis typically recognized from that date through the time when the shares vest,although interim measures of compensation expense may be recognised in certaincircumstances. As a result the timing of the expense is different under USGAAP. The PSP is considered a variable plan as the number of shares theexecutives are entitled to receive are not known at the date of grant. Thevesting of the share options is conditional on a share performance measurebeyond the control of the Rinker group; as such, compensation expense is onlyrecognised under APB 25 when the target is achieved. In the current year, noexpense was therefore recognized. However, under US GAAP the shares included inthe plan are added to the diluted weighted average share calculation if thegoals of the plan are met in the current period.

 

Under Australian GAAP the cost for the shares purchased is treated as adeferred compensation asset. Under US GAAP, the cost is classified as areduction of equity. Under US GAAP the shares that represent this unearnedamount are subtracted from basic and diluted weighted average sharesoutstanding.

 

F-62

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 

**W.****        OverburdenRemoval.** Under Australian GAAP, the Rinker group capitalizes overburdenremoval costs that provide benefit over multiple periods and amortizes thatcost over the periods benefited. Prior to April 1, 2004 there were nodifferences between Australian GAAP and US GAAP.

 

In March 2005, the Financial Accounting Standards Board (“FASB”)ratified the consensus reached by the Emerging Issues Task Force on issue 04-6 “Accountingfor Stripping Costs Incurred during Production in the Mining Industry” (“EITF 04-6”).EITF 04-6 requires that stripping costs incurred during the production phase ofa mine are variable production costs that should be included in the cost of theinventory produced during the period that the stripping costs are incurred. TheRinker group has elected to adopt the standard as of April 1, 2004. As aresult of adopting this standard, balances capitalized under Australian GAAPwill be recorded in inventory and expensed at time of sale for US GAAPpurposes.

 

The cumulative effect of the change on prior years resulted in a chargeto income of US$10.8 million or A$13.9 million, net of income taxes of US$5.8million or A$7.5 million (US$0.01 or A$0.01 per share) which is included in thereconciliation of net profit for the year ended March 31, 2005.

 

**X.****            StockBased Compensation Pro Forma Disclosure.** The Rinker group has determinedthe unaudited pro-forma information (below) under the fair value method of SFASNo. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”). For theexecutive option plan (Note Q) the Black-Scholes option pricing model was usedwith the following weighted-average assumptions for options issued in the yearended March 31, 2003. There were no significant options under this planrequiring pro forma disclosure in 2004 and 2005. The weighted-average fairvalues of options granted in 2003 were US$0.74 (A$1.30).

 

| ** **                           | ** ** | **2003** | ** ** |
|--------------------------------------|------------|----------|------------|
| Risk free interest rate              |       | 5.89     | %          |
| Dividend yield                       |       | 3.65     | %          |
| Volatility factor                    |       | 23.60    | %          |
| Weighted-average expected life (yrs) |       | 4.2      |       |

 

For the Stock Award Plans (NoteV) a path dependent option pricing model has been used as required by SFAS 123with the following weighted average assumptions for options issued in the yearended March 31, 2005. There were no significant awards under this planrequiring pro-forma disclosure in 2004 or 2003. The weighted average fairvalues for stock awards granted in 2005 were US$3.77 (A$5.10).

 

| ** **                           | ** ** | **2005**  | ** ** |
|--------------------------------------|------------|-----------|------------|
| Risk free interest rate              | ** ** | **5.70**  | **%**      |
| Dividend yield                       | ** ** | **2.00**  | **%**      |
| Volatility factor                    | ** ** | **25.00** | **%**      |
| Weighted-average expected life (yrs) | ** ** | **3.0**   | ** ** |

 

The following table illustrates the effect on US GAAP net income andearnings per share if the Rinker group had applied the fair value recognitionprovisions of SFAS 123 to stock-based employee compensation.

 
| **YEAR ENDED MARCH 31**                                                                                                       | ** ** | **US$ MILLION  2005** | ** ** | **US$ MILLION  2004** | ** ** | **US$ MILLION  2003** | ** ** | **A$ MILLION  2005** | ** ** | **A$ MILLION  2004** | ** ** | **A$ MILLION  2003** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|---------------------------|------------|---------------------------|------------|---------------------------|------------|
|                                                                                                                               |       |                       |       |                       |       |                       |       |                      |       |                      |       |                      |       |
| US GAAP net income, as reported                                                                                                    | ** ** | **490.0**                  | ** ** | 345.9                      |       | 259.2                      | ** ** | ** **                | **655.1**  | ** **                | 498.4      |                      | 458.5      |   |
| Add: Total stock-based employee compensation  determined under fair value based method for all awards, net of related tax  effects | ** ** | **(2.0**                   | **)**      | —                     |       | 0.8                        | ** ** | ** **                | **(2.7**   | **)**                     | —     |                      | 5.3        |   |
| Pro forma net income unaudited                                                                                                     | ** ** | **488.0**                  | ** ** | 345.9                      |       | 260.0                      | ** ** | ** **                | **652.4**  | ** **                | 498.4      |                      | 463.8      |   |
|                                                                                                                               |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| US GAAP earnings per share                                                                                                         |       |                       | ** ** |                       |       |                       |       |                      |       | ** **                |       |                      |       |   |
| Basic as reported                                                                                                                  | ** ** | **0.52**                   | ** ** | 0.37                       |       | 0.27                       | ** ** | ** **                | **0.70**   | ** **                | 0.53       |                      | 0.49       |   |
| Diluted as reported                                                                                                                | ** ** | **0.52**                   | ** ** | 0.37                       |       | 0.27                       | ** ** | ** **                | **0.70**   | ** **                | 0.53       |                      | 0.49       |   |
| Basic - proforma - unaudited                                                                                                       | ** ** | **0.52**                   | ** ** | 0.37                       |       | 0.28                       | ** ** | ** **                | **0.69**   | ** **                | 0.53       |                      | 0.49       |   |
| Diluted - proforma - unaudited                                                                                                     | ** ** | **0.52**                   | ** ** | 0.37                       |       | 0.28                       | ** ** | ** **                | **0.69**   | ** **                | 0.53       |                      | 0.49       |   |
|                                                                                                                               |       |                       | ** ** |                       |       |                       |       |                      | ** ** |                      |       |                      |       |

 

**Y.****             Foreigncurrency translation reserve** - Under Australian GAAP, the foreign currencytranslation reserve is reclassified to retained earnings upon disposal of a foreigncontrolled entity. Under US GAAP, the foreign currency translation reserveattributable to the disposed entity is recognised as part of the gain or lossresulting from the disposal.

 

**Z.****             UnitedStates accounting standards recently adopted 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 interpretation addresses consolidation by business enterprisesof Variable Interest Entities (“VIEs”) that either: (1) do not havesufficient equity investment at risk to permit the entity to finance itsactivities without additional subordinated financial support, or (2) theequity investors lack an essential characteristic of a controlling financialinterest. FIN 46 requires disclosure of VIEs in financial statements issuedafter January 31, 2003, if it is reasonably possible that as of thetransition date: (1) the enterprise will be the primary beneficiary of anexisting VIE that will require consolidation or, (2) the enterprise willhold a significant variable interest in, or have significant involvement with,an existing VIE. In December 2003, the FASB further revised FIN 46 throughFIN No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”). FIN46R changes the effective date for certain entities and makes other significantchanges to FIN 46 based on implementation issues that arose during 2003. TheRinker Group adopted FIN 46R on April 1, 2004. The Rinker group found nomaterial entities that would be judged to be VIEs and therefore the adoption ofFIN 46R had no impact on the consolidated financial statements.

 

F-63

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**40****           UNITEDSTATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) INFORMATION(CONTINUED)**

 

**New Accounting Pronouncements**

 

In December 2004, the FASB issued FASB Staff Position (“FSP”) No. 109-1“Application of FASB Statement No. 109, “Accounting for Income Taxes,” tothe Tax Deduction on Qualified Production Activities Provided by the AmericanJobs Creation Act of 2004” (“FSP 109-1”). FSP 109-1 clarifies that thededuction for qualified domestic production activities should be accounted foras a special deduction under SFAS No. 109, “Accounting for Income Taxes.” Assuch, the special deduction has no effect on deferred tax assets andliabilities existing at the date of enactment. Rather, the impact of thisdeduction will be reported in the period in which the deduction is claimed onthe Rinker group tax return beginning in fiscal year 2006. The Rinker group isstill evaluating the impact of FSP 109-1 on tax expense in future years.

 

In March 2005, the FASB ratified the consensus reached in EITF 04-6.EITF 04-6 requires that stripping costs incurred during the production phase ofa mine are variable production costs that should be included in the cost of theinventory produced during the period that the stripping costs are incurred. Theconsensus is effective for the first reporting period in fiscal years beginningafter December 15, 2005, with early adoption permitted. The Rinker grouphas elected to adopt EITF 04-6 as of April 1, 2004. The impact on theRinker group is set out in Note 40W.

 

In November 2004, the FASB issued SFAS No. 151, “InventoryCosts–An Amendment of ARB No. 43, Chapter 4” (“SFAS No. 151”). SFAS No. 151amends the guidance in Accouning Research Bulletin (“ARB”) No. 43, Chapter4, “Inventory Pricing,” (“ARB No. 43”) to clarify the accounting forabnormal amounts of idle facility expense, freight, handling costs, and wastedmaterial (spoilage). Among other provisions, the new rule requires thatitems such as idle facility expense, excessive spoilage, double freight, andrehandling costs be recognized as current-period charges regardless of whetherthey meet the criterion of “so abnormal” as stated in ARB No. 43.Additionally, SFAS No. 151 requires that the allocation of fixedproduction overheads to the costs of conversion be based on the normal capacityof the production facilities. SFAS No. 151 is effective for fiscal yearsbeginning after June 15, 2005. The Rinker group is therefore required toadopt this standard with effect from April 1, 2006. The Rinker group iscurrently evaluating the effect that the adoption of SFAS No. 151 willhave on its consolidated financial position, results of operations or cashflows but does not expect SFAS No. 151 to have a material impact.

 

In December 2004, the FASB, issued SFAS No. 123 (revised2004), “Share Based Payment” (“SFAS 123 (R)”), which replaces SFAS 123 andsupersedes APB 25, “Accounting for Stock Issued to Employees”. SFAS 123 (R) addressesthe accounting for share-based payments transactions in which an enterprisereceives employee services in exchange for either equity instruments of theenterprise or liabilities that are based on the fair value on the enterprise’sequity instruments or that may be settled by the issuance of such equityinstruments. This statement eliminates the ability to account for share-basedcompensation transactions using an intrinsic value method as prescribed underAPB 25, and generally requires that such transaction be accounted for using afair value based method (based on the most appropriate model to calculate thevalue of the options) and recognised as an expense. The Rinker group will alsobe required to determine the transition method (the prospective orretrospective adoption options) to be used at the date of adoption. SFAS 123(R)will be effective for the Rinker group as of April 1, 2006. Rinker groupis currently evaluating the impact SFAS 123(R) will have on its consolidatedfinancial position, results of operations and cash flows.

 

In December 2003, the Medicare Prescription Drug, Improvement andModernization Act of 2003 (“the Act”) was signed into law. The Act introduced aprescription drug benefit under Medicare Part D and a federal subsidy tosponsors of retirement health care plans that provide a benefit that is atleast actuarially equivalent to Medicare Part D. In accordance with FASBStaff Position (“FSP”) No. 106-1, “Accounting and Disclosure RequirementsRelated to the Medicare Prescription Drug, Improvement and Modernization Act of2003” (“FSP 106-1”), the Rinker group elected to defer recognizing the effectof the Act on the accounting for its postretirement benefit plans untilauthoritative accounting guidance was issued. FSP 106-1 is effective as of thefirst period beginning after June 15, 2004. In May 2004, the FASBissued FSP No. 106-2, “Accounting and Disclosure Requirements Related tothe Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP106-2”) which supersedes FSP 106-1 and provides final guidance on accountingfor the Act. The Rinker group will adopt the provisions of FSP 106-2 for theyear ending March 31, 2006. The Rinker group is currently evaluating theimpact FSP 106-2 will have on its consolidated financial position or results ofoperations.

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges ofNonmonetary Assets–An Amendment of APB Opinion No. 29, Accounting forNonmonetary Transactions” (“SFAS 153”). SFAS 153 eliminates the exception fromfair value measurement for nonmonetary exchanges of similar productive assetsin paragraph 21(b) of APB Opinion No. 29, “Accounting for NonmonetaryTransactions,” and replaces it with an exception for exchanges that do not havecommercial substance. SFAS 153 specifies that a nonmonetary exchange hascommercial substance if the future cash flows of the entity are expected tochange significantly as a result of the exchange. SFAS 153 is effective for thefiscal periods beginning after June 15, 2005. The Rinker group istherefore required to adopt this standard with effect from April 1, 2006. TheRinker group is currently evaluating the effect that the adoption of SFAS 153 willhave on its consolidated financial position, results of operations or cashflows but does not expect it to have a material impact.

 

F-64

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**41****           RINKER MATERIALSCORPORATION AND ITS CONTROLLED ENTITIES**

 

Rinker Materials Corporation is a 100% owned subsidiary of Rinker GroupLimited. As part of the financial restructuring to accommodate the demerger,certain outstanding US$ bonds were restructured. In particular, the indenturegoverning the US$250 million bonds due on July 21, 2005 paying interest of6.875% per annum issued by Rinker Materials Corporation and guaranteed by CSRLimited was amended to add Rinker Group Limited as guarantor of RinkerMaterials Corporation’s obligations under that indenture on the same terms andconditions as the existing guarantee from CSR Limited. Rinker Group Limited andRinker Materials Corporation agreed to indemnify CSR Limited for anyobligations that come due under the guarantee of CSR Limited in respect ofthese bonds. To support its indemnity, Rinker Materials Corporation hasprocured, under its US$1,177.5 million credit facilities, bank letters ofcredit for the benefit of CSR Limited, for any obligations that come due underCSR Limited’s guarantee obligations 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 its fiscal year ended March 31, 2003,CSR Limited provided in its consolidated financial statements included in itsannual report on Form 20-F certain financial information regarding RinkerMaterials Corporation which prior to demerger, was a 100% indirectly ownedsubsidiary of CSR Limited. In light of this financial information provided byRinker Group Limited and CSR Limited and the fact the bonds issued by RinkerMaterials Corporation and due on July 21, 2005 are fully andunconditionally guaranteed by Rinker Group Limited and CSR Limited as well asthe fact that bank letters of credit have been obtained for the benefit of CSRLimited to support the indemnity of Rinker Materials Corporation and RinkerGroup Limited to CSR Limited for any obligations that come due under CSRLimited’s guarantee obligations in respect of these bonds, Rinker Group Limiteddoes not believe that separate, more formal financial statements of RinkerMaterials Corporation would be material to 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 due July 21,2005 directly, thereby requiring Rinker Group Limited to make payment pursuantto the terms of its full and unconditional guarantee of those bonds, there isno impediment to Rinker Group Limited obtaining reimbursement for any suchpayments through dividends or loans from Rinker Materials Corporation or to thefull extent that such dividends or loans are permitted under applicable law.

 

F-65

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 

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 3-10of Regulation S-X, which requires investments in subsidiaries to be equityaccounted by the parent entity (Rinker Group Limited).

 
| ** **                                                                                                                           | ** ** | **US$ MILLION**       | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE  YEAR ENDED MARCH 31 2005**                                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|                                                                                                                                 |       |                       |       |   |   |   |   |   |   |   |   |
| Trading revenue -  sale of goods                                                                                                     | ** ** | **3.6**                    | ** ** | **3,321.5** | ** ** | **990.9** | ** ** | **(3.6** | **)** | **4,312.4** | ** ** |
| Cost of sales                                                                                                                        | ** ** | **—**                 | ** ** | **(1,753.9** | **)** | **(661.2** | **)** | **10.1** | ** ** | **(2,405.0** | **)** |
| Warehouse and  distribution costs                                                                                                    | ** ** | **—**                 | ** ** | **(706.3** | **)** | **(118.4** | **)** | **—** | ** ** | **(824.7** | **)** |
| Selling, general  and administrative costs                                                                                           | ** ** | **(11.8**                  | **)**      | **(293.7** | **)** | **(101.3** | **)** | **—** | ** ** | **(406.8** | **)** |
| Equity accounted  result of subsidiaries (less dividends received)                                                                   | ** ** | **270.9**                  | ** ** | **—** | ** ** | **—** | ** ** | **(270.9** | **)** | **—** | ** ** |
| Share of profits  from associate entities                                                                                            | ** ** | **—**                 | ** ** | **1.3** | ** ** | **30.1** | ** ** | **—** | ** ** | **31.4** | ** ** |
| Operating profit                                                                                                                     | ** ** | **262.7**                  | ** ** | **568.9** | ** ** | **140.1** | ** ** | **(264.4** | **)** | **707.3** | ** ** |
| Other revenue  from ordinary activities                                                                                              | ** ** | **—**                 | ** ** | **123.4** | ** ** | **2.8** | ** ** | **(0.1** | **)** | **126.1** | ** ** |
| Other expenses  from ordinary activities                                                                                             | ** ** | **—**                 | ** ** | **(124.3** | **)** | **(2.5** | **)** | **0.1** | ** ** | **(126.7** | **)** |
| Dividend income  from controlled entities                                                                                            | ** ** | **150.0**                  | ** ** | **—** | ** ** | **—** | ** ** | **(150.0** | **)** | **—** | ** ** |
| Profit from  ordinary activities before finance and income tax expense                                                               | ** ** | **412.7**                  | ** ** | **568.0** | ** ** | **140.4** | ** ** | **(414.4** | **)** | **706.7** | ** ** |
| Interest income                                                                                                                      | ** ** | **30.7**                   | ** ** | **0.5** | ** ** | **3.4** | ** ** | **(15.1** | **)** | **19.5** | ** ** |
| Borrowing costs                                                                                                                      | ** ** | **(7.6**                   | **)**      | **(69.9** | **)** | **(0.6** | **)** | **26.3** | ** ** | **(51.8** | **)** |
| **Profit  from ordinary activities before income tax expense**                                                                       | ** ** | **435.8**                  | ** ** | **498.6** | ** ** | **143.2** | ** ** | **(403.2** | **)** | **674.4** | ** ** |
| Income tax  expense relating to ordinary activities                                                                                  | ** ** | **(3.2**                   | **)**      | **(187.7** | **)** | **(39.7** | **)** | **(6.2** | **)** | **(236.8** | **)** |
| **Net  profit**                                                                                                                      | ** ** | **432.6**                  | ** ** | **310.9** | ** ** | **103.5** | ** ** | **(409.4** | **)** | **437.6** | ** ** |
| Net profit  attributable to outside equity interests                                                                                 | ** ** | **—**                 | ** ** | **(5.0** | **)** | **—** | ** ** | **—** | ** ** | **(5.0** | **)** |
| **Net  profit attributable to members of Rinker Group Limited**                                                                      | ** ** | **432.6**                  | ** ** | **305.9** | ** ** | **103.5** | ** ** | **(409.4** | **)** | **432.6** | ** ** |
| Increase  (decrease) in currency translation reserve arising on translation of  self-sustaining foreign operations                   | ** ** | **19.9**                   | ** ** | **—** | ** ** | **18.3** | ** ** | **(7.2** | **)** | **31.0** | ** ** |
| **Total  revenue, expense and valuation adjustments attributable to members of Rinker  Group Limited recognised directly in equity** | ** ** | **19.9**                   | ** ** | **—** | ** ** | **18.3** | ** ** | **(7.2** | **)** | **31.0** | ** ** |
| **Total  changes in equity other than those resulting from transactions with owners as  owners**                                     | ** ** | **452.5**                  | ** ** | **305.9** | ** ** | **121.8** | ** ** | **(416.6** | **)** | **463.6** | ** ** |

 

F-66

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                                                                           | ** ** | **US$ MILLION**       | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE  YEAR ENDED MARCH 31 2004**                                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| 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 profits  from associate entities                                                                                            |       | —                     |       | 1.1 |   | 13.9 |   | — |   | 15.0 |   |
| Operating profit                                                                                                                     |       | (93.9                      | )          | 409.6 |   | 104.7 |   | 83.8 |   | 504.2 |   |
| Other revenue  from ordinary activities                                                                                              |       | 12.1                       |       | 20.3 |   | 11.5 |   | (12.1 | ) | 31.8 |   |
| Other expenses  from ordinary activities                                                                                             |       | (34.1                      | )          | (37.1 | ) | (18.3 | ) | 46.2 |   | (43.3 | ) |
| Dividend income  from controlled entities                                                                                            |       | 386.9                      |       | — |   | — |   | (386.9 | ) | — |   |
| Profit from  ordinary activities before finance and income tax expense                                                               |       | 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 expense**                                                                       |       | 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**                                                                                                                      |       | 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 |   |
| Increase  (decrease) 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-67

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                                                                           | ** ** | **US$ MILLION**       | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE  YEAR ENDED MARCH 31 2003**                                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| 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 profits  (losses) from associate entities                                                                                   |       | —                     |       | (0.3 | ) | 14.0 |   | — |   | 13.7 |   |
| Operating profit                                                                                                                     |       | 203.7                      |       | 316.6 |   | 61.5 |   | (208.9 | ) | 372.9 |   |
| Other revenue  from ordinary activities                                                                                              |       | —                     |       | 52.9 |   | 20.7 |   | — |   | 73.6 |   |
| Other expenses  from ordinary activities                                                                                             |       | —                     |       | (43.8 | ) | (8.9 | ) | — |   | (52.7 | ) |
| Dividend income  from controlled entities                                                                                            |       | 9.7                        |       | — |   | — |   | (9.7 | ) | — |   |
| Profit from  ordinary activities before finance and income tax expense                                                               |       | 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 expense**                                                                       |       | 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 |   |
| Increase  (decrease) 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-68

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                                                                           | ** ** | **A$ MILLION**        | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE  YEAR ENDED MARCH 31 2005**                                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| Trading revenue -  sale of goods                                                                                                     | ** ** | **4.9**                    | ** ** | **4,502.3** | ** ** | **1,340.7** | ** ** | **(4.9** | **)** | **5,843.0** | ** ** |
| Cost of sales                                                                                                                        | ** ** | **—**                 | ** ** | **(2,378.9** | **)** | **(894.2** | **)** | **13.0** | ** ** | **(3,260.1** | **)** |
| Warehouse and  distribution costs                                                                                                    | ** ** | **—**                 | ** ** | **(957.2** | **)** | **(159.9** | **)** | **—** | ** ** | **(1,117.1** | **)** |
| Selling, general  and administrative costs                                                                                           | ** ** | **(15.9**                  | **)**      | **(397.9** | **)** | **(136.7** | **)** | **—** | ** ** | **(550.5** | **)** |
| Equity accounted  result of subsidiaries (less dividends received)                                                                   | ** ** | **359.5**                  | ** ** | ** ** | ** ** | ** ** | ** ** | **(359.5** | **)** | ** ** | ** ** |
| Share of profits  from associate entities                                                                                            | ** ** | **—**                 | ** ** | **1.8** | ** ** | **40.9** | ** ** | **—** | ** ** | **42.7** | ** ** |
| Operating profit                                                                                                                     | ** ** | **348.5**                  | ** ** | **770.1** | ** ** | **190.8** | ** ** | **(351.4** | **)** | **958.0** | ** ** |
| Other revenue  from ordinary activities                                                                                              | ** ** | **—**                 | ** ** | **158.8** | ** ** | **3.7** | ** ** | **(0.2** | **)** | **162.3** | ** ** |
| Other expenses  from ordinary activities                                                                                             | ** ** | **—**                 | ** ** | **(160.0** | **)** | **(3.4** | **)** | **0.2** | ** ** | **(163.2** | **)** |
| Dividend income  from controlled entities                                                                                            | ** ** | **208.6**                  | ** ** | **—** | ** ** | **—** | ** ** | **(208.6** | **)** | **—** | ** ** |
| Profit from ordinary  activities before finance and income tax expense                                                               | ** ** | **557.1**                  | ** ** | **768.9** | ** ** | **191.1** | ** ** | **(560.0** | **)** | **957.1** | ** ** |
| Interest income                                                                                                                      | ** ** | **41.4**                   | ** ** | **0.7** | ** ** | **4.6** | ** ** | **(20.6** | **)** | **26.1** | ** ** |
| Borrowing costs                                                                                                                      | ** ** | **(8.2**                   | **)**      | **(94.7** | **)** | **(0.8** | **)** | **33.5** | ** ** | **(70.2** | **)** |
| **Profit  from ordinary activities before income tax expense**                                                                       | ** ** | **590.3**                  | ** ** | **674.9** | ** ** | **194.9** | ** ** | **(547.1** | **)** | **913.0** | ** ** |
| Income tax  expense relating to ordinary activities                                                                                  | ** ** | **(5.1**                   | **)**      | **(254.4** | **)** | **(54.1** | **)** | **(7.4** | **)** | **(321.0** | **)** |
| **Net  profit**                                                                                                                      | ** ** | **585.2**                  | ** ** | **420.5** | ** ** | **140.8** | ** ** | **(554.5** | **)** | **592.0** | ** ** |
| Net profit  attributable to outside equity interests                                                                                 | ** ** | **—**                 | ** ** | **(6.8** | **)** | **—** | ** ** | **—** | ** ** | **(6.8** | **)** |
| **Net  profit attributable to members of Rinker Group Limited**                                                                      | ** ** | **585.2**                  | ** ** | **413.7** | ** ** | **140.8** | ** ** | **(554.5** | **)** | **585.2** | ** ** |
| Increase  (decrease) in currency translation reserve arising on translation of  self-sustaining foreign operations                   | ** ** | **—**                 | ** ** | **(31.0** | **)** | **(0.4** | **)** | **(8.2** | **)** | **(39.6** | **)** |
| **Total  revenue, expense and valuation adjustments attributable to members of Rinker  Group Limited recognised directly in equity** | ** ** | **—**                 | ** ** | **(31.0** | **)** | **(0.4** | **)** | **(8.2** | **)** | **(39.6** | **)** |
| **Total  changes in equity other than those resulting from transactions with owners as  owners**                                     | ** ** | **585.2**                  | ** ** | **382.7** | ** ** | **140.4** | ** ** | **(562.7** | **)** | **545.6** | ** ** |

 

F-69

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                                                                           | ** ** | **A$ MILLION**        | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE  YEAR ENDED MARCH 31 2004**                                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| 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 profits  from associate entities                                                                                            |       | —                     |       | 1.7 |   | 20.3 |   | — |   | 22.0 |   |
| Operating profit                                                                                                                     |       | (136.3                     | )          | 593.0 |   | 150.3 |   | 121.8 |   | 728.8 |   |
| Other revenue  from ordinary activities                                                                                              |       | 16.1                       |       | 28.1 |   | 16.9 |   | (16.1 | ) | 45.0 |   |
| Other expenses  from ordinary activities                                                                                             |       | (45.2                      | )          | (51.6 | ) | (25.0 | ) | 61.3 |   | (60.5 | ) |
| Dividend income  from controlled entities                                                                                            |       | 558.9                      |       | — |   | — |   | (558.9 | ) | — |   |
| Profit from  ordinary activities before finance and income tax expense                                                               |       | 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 expense**                                                                       |       | 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**                                                                                                                      |       | 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 |   |
| Increase(decrease)  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-70

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                                                                           | ** ** | **A$ MILLION**        | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE  YEAR ENDED MARCH 31 2003**                                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| 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 profits  (losses) from associate entities                                                                                   |       | —                     |       | (0.4 | ) | 24.7 |   | — |   | 24.3 |   |
| Operating profit                                                                                                                     |       | 361.5                      |       | 561.7 |   | 108.6 |   | (370.9 | ) | 660.9 |   |
| Other revenue  from ordinary activities                                                                                              |       | —                     |       | 93.7 |   | 36.2 |   | — |   | 129.9 |   |
| Other expenses  from ordinary activities                                                                                             |       | —                     |       | (76.2 | ) | (16.5 | ) | — |   | (92.7 | ) |
| Dividend income  from controlled entities                                                                                            |       | 16.1                       |       | — |   | — |   | (16.1 | ) | — |   |
| Profit from  ordinary activities before finance and income tax expense                                                               |       | 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 expense**                                                                       |       | 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**                                                                                                                      |       | 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 |   |
| Increase  (decrease) 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-71

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                 | ** ** | **US$ MILLION**       | ** ** |
|----------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL POSITION  AS AT MARCH 31 2005** | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATAION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| ** **                                                                 |       |                       |       |   |   |   |   |   |   |   |   |
| **CURRENT  ASSETS**                                                        |       |                       |       |   |   |   |   |   |   |   |   |
| Cash assets                                                                | ** ** | **372.6**                  | ** ** | **195.5** | ** ** | **20.1** | ** ** | **—** | ** ** | **588.2** | ** ** |
| Receivables                                                                | ** ** | **4.9**                    | ** ** | **418.9** | ** ** | **278.6** | ** ** | **(112.1** | **)** | **590.3** | ** ** |
| Inventories                                                                | ** ** | **—**                 | ** ** | **214.7** | ** ** | **62.4** | ** ** | **23.8** | ** ** | **300.9** | ** ** |
| Other current  assets                                                      | ** ** | **—**                 | ** ** | **17.5** | ** ** | **6.1** | ** ** | **—** | ** ** | **23.6** | ** ** |
| **Current  assets**                                                        | ** ** | **377.5**                  | ** ** | **846.6** | ** ** | **367.2** | ** ** | **(88.3** | **)** | **1,503.0** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **NON-CURRENT  ASSETS**                                                    | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Receivables                                                                | ** ** | **335.9**                  | ** ** | **6.1** | ** ** | **834.6** | ** ** | **(1,095.2** | **)** | **81.4** | ** ** |
| Inventories                                                                | ** ** | **—**                 | ** ** | **51.3** | ** ** | **—** | ** ** | **—** | ** ** | **51.3** | ** ** |
| Equity accounted  investment in subsidiaries                               | ** ** | **276.4**                  | ** ** | **—** | ** ** | **—** | ** ** | **(276.4** | **)** | **—** | ** ** |
| Investments  accounted for using the equity method                         | ** ** | **—**                 | ** ** | **4.5** | ** ** | **158.0** | ** ** | **—** | ** ** | **162.5** | ** ** |
| Other financial  assets                                                    | ** ** | **1,656.6**                | ** ** | **22.5** | ** ** | **—** | ** ** | **(1,656.6** | **)** | **22.5** | ** ** |
| Property, plant  and equipment                                             | ** ** | **—**                 | ** ** | **1,300.1** | ** ** | **458.2** | ** ** | **—** | ** ** | **1,758.3** | ** ** |
| Intangibles                                                                | ** ** | **—**                 | ** ** | **749.2** | ** ** | **12.6** | ** ** | ** ** | ** ** | **761.8** | ** ** |
| Deferred income  tax assets                                                | ** ** | **31.7**                   | ** ** | **56.1** | ** ** | **—** | ** ** | **(12.1** | **)** | **75.7** | ** ** |
| Other non-current  assets                                                  | ** ** | **0.9**                    | ** ** | **24.1** | ** ** | **18.9** | ** ** | **—** | ** ** | **43.9** | ** ** |
| **Non-current  assets**                                                    | ** ** | **2,301.5**                | ** ** | **2,213.9** | ** ** | **1,482.3** | ** ** | **(3,040.3** | **)** | **2,957.4** | ** ** |
| **Total  assets**                                                          | ** ** | **2,679.0**                | ** ** | **3,060.5** | ** ** | **1,849.5** | ** ** | **(3,128.6** | **)** | **4,460.4** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **CURRENT  LIABILITIES**                                                   | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Payables                                                                   | ** ** | **3.1**                    | ** ** | **347.8** | ** ** | **274.4** | ** ** | **(130.6** | **)** | **494.7** | ** ** |
| Interest-bearing  liabilities                                              | ** ** | **—**                 | ** ** | **251.8** | ** ** | **5.3** | ** ** | **—** | ** ** | **257.1** | ** ** |
| Income tax  liabilities                                                    | ** ** | **6.8**                    | ** ** | **19.9** | ** ** | **—** | ** ** | **—** | ** ** | **26.7** | ** ** |
| Provisions                                                                 | ** ** | **—**                 | ** ** | **57.5** | ** ** | **15.1** | ** ** | **—** | ** ** | **72.6** | ** ** |
| **Current  liabilities**                                                   | ** ** | **9.9**                    | ** ** | **677.0** | ** ** | **294.8** | ** ** | **(130.6** | **)** | **851.1** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **NON-CURRENT  LIABILITIES**                                               | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Payables                                                                   | ** ** | **21.4**                   | ** ** | **46.2** | ** ** | **—** | ** ** | **(20.9** | **)** | **46.7** | ** ** |
| Interest-bearing  liabilities                                              | ** ** | **—**                 | ** ** | **900.5** | ** ** | **766.2** | ** ** | **(1,055.8** | **)** | **610.9** | ** ** |
| Deferred income  tax liabilities                                           | ** ** | **34.1**                   | ** ** | **203.0** | ** ** | **—** | ** ** | **9.2** | ** ** | **246.3** | ** ** |
| Provisions                                                                 | ** ** | **1.1**                    | ** ** | **52.7** | ** ** | **31.8** | ** ** | **—** | ** ** | **85.6** | ** ** |
| **Non-current  liabilities**                                               | ** ** | **56.6**                   | ** ** | **1,202.4** | ** ** | **798.0** | ** ** | **(1,067.5** | **)** | **989.5** | ** ** |
| **Total  liabilities**                                                     | ** ** | **66.5**                   | ** ** | **1,879.4** | ** ** | **1,092.8** | ** ** | **(1,198.1** | **)** | **1,840.6** | ** ** |
| **Net  assets**                                                            | ** ** | **2,612.5**                | ** ** | **1,181.1** | ** ** | **756.7** | ** ** | **(1,930.5** | **)** | **2,619.8** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **EQUITY**                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Contributed  equity                                                        | ** ** | **1,475.9**                | ** ** | **785.5** | ** ** | **499.7** | ** ** | **(1,285.2** | **)** | **1,475.9** | ** ** |
| Reserves                                                                   | ** ** | **146.1**                  | ** ** | **—** | ** ** | **152.6** | ** ** | **(71.1** | **)** | **227.6** | ** ** |
| Retained profits                                                           | ** ** | **990.5**                  | ** ** | **388.3** | ** ** | **104.4** | ** ** | **(574.2** | **)** | **909.0** | ** ** |
| **Equity  attributable to members of Rinker Group Limited**                | ** ** | **2,612.5**                | ** ** | **1,173.8** | ** ** | **756.7** | ** ** | **(1,930.5** | **)** | **2,612.5** | ** ** |
| Outside equity  interests in controlled entities                           | ** ** | **—**                 | ** ** | **7.3** | ** ** | **—** | ** ** | **—** | ** ** | **7.3** | ** ** |
| **Total  equity**                                                          | ** ** | **2,612.5**                | ** ** | **1,181.1** | ** ** | **756.7** | ** ** | **(1,930.5** | **)** | **2,619.8** | ** ** |

 

F-72

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                 | ** ** | **US$ MILLION**       | ** ** |
|----------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL POSITION  AS AT MARCH 31 2004** | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **OTHER  CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  COMBINED** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **CURRENT  ASSETS**                                                        |       |                       |       |   |   |   |   |   |   |   |   |
| Cash assets                                                                |       | 242.9                      |       | 60.5 |   | 25.3 |   | (0.2 | ) | 328.5 |   |
| Receivables                                                                |       | 6.5                        |       | 372.4 |   | 271.7 |   | (112.1 | ) | 538.5 |   |
| Inventories                                                                |       | —                     |       | 193.1 |   | 57.1 |   | 13.7 |   | 263.9 |   |
| Other current  assets                                                      |       | 30.8                       |       | 17.2 |   | 5.9 |   | 0.9 |   | 54.8 |   |
| **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 non-current  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-73

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                 | ** ** | **A$ MILLION**        | ** ** |
|----------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL POSITION  AS AT MARCH 31 2005** | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATIONS AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **OTHER  CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| ** **                                                                 |       |                       |       |   |   |   |   |   |   |   |   |
| **CURRENT  ASSETS**                                                        |       |                       |       |   |   |   |   |   |   |   |   |
| Cash assets                                                                | ** ** | **483.1**                  | ** ** | **253.5** | ** ** | **26.0** | ** ** | **—** | ** ** | **762.6** | ** ** |
| Receivables                                                                | ** ** | **6.3**                    | ** ** | **543.1** | ** ** | **361.2** | ** ** | **(145.3** | **)** | **765.3** | ** ** |
| Inventories                                                                | ** ** | **—**                 | ** ** | **278.4** | ** ** | **80.9** | ** ** | **30.9** | ** ** | **390.2** | ** ** |
| Other current  assets                                                      | ** ** | **—**                 | ** ** | **22.6** | ** ** | **7.9** | ** ** | **—** | ** ** | **30.5** | ** ** |
| **Current  assets**                                                        | ** ** | **489.4**                  | ** ** | **1,097.6** | ** ** | **476.0** | ** ** | **(114.4** | **)** | **1,948.6** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **NON-CURRENT  ASSETS**                                                    | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Receivables                                                                | ** ** | **435.5**                  | ** ** | **7.9** | ** ** | **1,082.1** | ** ** | **(1,419.9** | **)** | **105.6** | ** ** |
| Inventories                                                                | ** ** | **—**                 | ** ** | **66.5** | ** ** | **—** | ** ** | **—** | ** ** | **66.5** | ** ** |
| Equity accounted  investment in subsidiaries                               | ** ** | **358.3**                  | ** ** | **—** | ** ** | **—** | ** ** | **(358.3** | **)** | **—** | ** ** |
| Investments  accounted for using the equity method                         | ** ** | **—**                 | ** ** | **5.9** | ** ** | **204.8** | ** ** | **—** | ** ** | **210.7** | ** ** |
| Other financial  assets                                                    | ** ** | **2,147.8**                | ** ** | **29.2** | ** ** | **—** | ** ** | **(2,147.8** | **)** | **29.2** | ** ** |
| Property, plant  and equipment                                             | ** ** | **—**                 | ** ** | **1,685.6** | ** ** | **594.1** | ** ** | **—** | ** ** | **2,279.7** | ** ** |
| Intangibles                                                                | ** ** | **—**                 | ** ** | **971.3** | ** ** | **16.4** | ** ** | **—** | ** ** | **987.7** | ** ** |
| Deferred income  tax assets                                                | ** ** | **41.1**                   | ** ** | **72.7** | ** ** | **—** | ** ** | **(15.7** | **)** | **98.1** | ** ** |
| Other non-current  assets                                                  | ** ** | **1.2**                    | ** ** | **31.2** | ** ** | **24.5** | ** ** | **—** | ** ** | **56.9** | ** ** |
| **Non-current  assets**                                                    | ** ** | **2,983.9**                | ** ** | **2,870.3** | ** ** | **1,921.9** | ** ** | **(3,941.7** | **)** | **3,834.4** | ** ** |
| **Total  assets**                                                          | ** ** | **3,473.3**                | ** ** | **3,967.9** | ** ** | **2,397.9** | ** ** | **(4,056.1** | **)** | **5,783.0** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **CURRENT  LIABILITIES**                                                   | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Payables                                                                   | ** ** | **4.1**                    | ** ** | **451.0** | ** ** | **355.6** | ** ** | **(169.3** | **)** | **641.4** | ** ** |
| Interest-bearing  liabilities                                              | ** ** | **—**                 | ** ** | **326.4** | ** ** | **6.9** | ** ** | **—** | ** ** | **333.3** | ** ** |
| Income tax liabilities                                                     | ** ** | **8.8**                    | ** ** | **25.8** | ** ** | **—** | ** ** | **—** | ** ** | **34.6** | ** ** |
| Provisions                                                                 | ** ** | **—**                 | ** ** | **74.5** | ** ** | **19.7** | ** ** | **—** | ** ** | **94.2** | ** ** |
| **Current  liabilities**                                                   | ** ** | **12.9**                   | ** ** | **877.7** | ** ** | **382.2** | ** ** | **(169.3** | **)** | **1,103.5** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **NON-CURRENT  LIABILITIES**                                               | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Payables                                                                   | ** ** | **27.7**                   | ** ** | **59.8** | ** ** | **—** | ** ** | **(27.0** | **)** | **60.5** | ** ** |
| Interest-bearing  liabilities                                              | ** ** | **—**                 | ** ** | **1,167.5** | ** ** | **993.4** | ** ** | **(1,368.8** | **)** | **792.1** | ** ** |
| Deferred income  tax liabilities                                           | ** ** | **44.2**                   | ** ** | **263.2** | ** ** | **—** | ** ** | **12.0** | ** ** | **319.4** | ** ** |
| Provisions                                                                 | ** ** | **1.4**                    | ** ** | **68.3** | ** ** | **41.2** | ** ** | **—** | ** ** | **110.9** | ** ** |
| **Non-current  liabilities**                                               | ** ** | **73.3**                   | ** ** | **1,558.8** | ** ** | **1,034.6** | ** ** | **(1,383.8** | **)** | **1,282.9** | ** ** |
| **Total  liabilities**                                                     | ** ** | **86.2**                   | ** ** | **2,436.5** | ** ** | **1,416.8** | ** ** | **(1,553.1** | **)** | **2,386.4** | ** ** |
| **Net  assets**                                                            | ** ** | **3,387.1**                | ** ** | **1,531.4** | ** ** | **981.1** | ** ** | **(2,503.0** | **)** | **3,396.6** | ** ** |
| ** **                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **EQUITY**                                                                 | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Contributed  equity                                                        | ** ** | **2,255.8**                | ** ** | **1,177.5** | ** ** | **821.4** | ** ** | **(1,998.9** | **)** | **2,255.8** | ** ** |
| Reserves                                                                   | ** ** | **16.4**                   | ** ** | **(291.4** | **)** | **8.1** | ** ** | **(69.4** | **)** | **(336.3** | **)** |
| Retained profits                                                           | ** ** | **1,114.9**                | ** ** | **635.8** | ** ** | **151.6** | ** ** | **(434.7** | **)** | **1,467.6** | ** ** |
| **Equity  attributable to members of Rinker Group Limited**                | ** ** | **3,387.1**                | ** ** | **1,521.9** | ** ** | **981.1** | ** ** | **(2,503.0** | **)** | **3,387.1** | ** ** |
| Outside equity  interests in controlled entities                           | ** ** | **—**                 | ** ** | **9.5** | ** ** | **—** | ** ** | **—** | ** ** | **9.5** | ** ** |
| **Total  equity**                                                          | ** ** | **3,387.1**                | ** ** | **1,531.4** | ** ** | **981.1** | ** ** | **(2,503.0** | **)** | **3,396.6** | ** ** |

 

F-74

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                 | ** ** | **A$ MILLION**        | ** ** |
|----------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF FINANCIAL POSITION  AS AT MARCH 31 2004** | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **OTHER  CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| **CURRENT  ASSETS**                                                        |       |                       |       |   |   |   |   |   |   |   |   |
| Cash assets                                                                |       | 321.6                      |       | 79.9 |   | 33.6 |   | — |   | 435.1 |   |
| Receivables                                                                |       | 8.6                        |       | 493.6 |   | 359.8 |   | (148.8 | ) | 713.2 |   |
| Inventories                                                                |       | —                     |       | 255.8 |   | 75.6 |   | 18.1 |   | 349.5 |   |
| Other current  assets                                                      |       | 40.8                       |       | 22.7 |   | 7.8 |   | 1.2 |   | 72.5 |   |
| **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 non-current  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-75

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                        | ** ** | **US$ MILLION**       | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF CASH FLOWS  YEAR ENDED MARCH 31 2005**           | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATIONS AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  COMPANIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| **CASH  FLOWS FROM OPERATING ACTIVITIES**                                         | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Receipts from  customers                                                          | ** ** | **3.6**                    | ** ** | **3,421.4** | ** ** | **1,070.5** | ** ** | **(3.6** | **)** | **4,491.9** | ** ** |
| Payments to  suppliers and employees                                              | ** ** | **(10.2**                  | **)**      | **(2,729.7** | **)** | **(908.9** | **)** | **13.1** | ** ** | **(3,635.7** | **)** |
| Dividends and  distributions received                                             | ** ** | **150.0**                  | ** ** | **1.5** | ** ** | **14.2** | ** ** | **(150.0** | **)** | **15.7** | ** ** |
| Interest received                                                                 | ** ** | **30.2**                   | ** ** | **0.6** | ** ** | **2.5** | ** ** | **(15.2** | **)** | **18.1** | ** ** |
| Income taxes paid                                                                 | ** ** | **(51.9**                  | **)**      | **(178.7** | **)** | **(39.4** | **)** | **39.4** | ** ** | **(230.6** | **)** |
| Net receipt of  income taxes under tax funding agreement                          | ** ** | **39.4**                   | ** ** | **—** | ** ** | **—** | ** ** | **(39.4** | **)** | **—** | ** ** |
| **Net cash  from operating activities**                                           | ** ** | **161.1**                  | ** ** | **515.1** | ** ** | **138.9** | ** ** | **(155.7** | **)** | **659.4** | ** ** |
| ** **                                                                        | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **CASH  FLOWS FROM INVESTING ACTIVITIES**                                         | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Purchase of  property, plant and equipment and other non-current assets           | ** ** | **—**                 | ** ** | **(207.2** | **)** | **(73.9** | **)** | **—** | ** ** | **(281.1** | **)** |
| Proceeds from  sale of property, plant and equipment and other non-current assets | ** ** | **—**                 | ** ** | **10.9** | ** ** | **2.3** | ** ** | **—** | ** ** | **13.2** | ** ** |
| Purchase of  controlled entities and businesses net of cash acquired              | ** ** | **—**                 | ** ** | **(31.7** | **)** | **(1.5** | **)** | **—** | ** ** | **(33.2** | **)** |
| Proceeds from  sale of interests in controlled entities and businesses            | ** ** | **—**                 | ** ** | **104.8** | ** ** | **—** | ** ** | **—** | ** ** | **104.8** | ** ** |
| Loans and  receivables advanced                                                   | ** ** | **—**                 | ** ** | **—** | ** ** | **(22.1** | **)** | **—** | ** ** | **(22.1** | **)** |
| Loans and  receivables repaid                                                     | ** ** | **0.3**                    | ** ** | **0.1** | ** ** | **40.4** | ** ** | **—** | ** ** | **40.8** | ** ** |
| **Net cash  resulting from (used in) investing activities**                       | ** ** | **0.3**                    | ** ** | **(123.1** | **)** | **(54.8** | **)** | **—** | ** ** | **(177.6** | **)** |
| ** **                                                                        | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                         | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net (repayment  of) proceeds from borrowings                                      | ** ** | **—**                 | ** ** | **(55.7** | **)** | **(9.0** | **)** | **4.2** | ** ** | **(60.5** | **)** |
| Net financing of  controlled entities                                             | ** ** | **78.3**                   | ** ** | **—** | ** ** | **(79.8** | **)** | **1.5** | ** ** | **—** | ** ** |
| Dividends paid                                                                    | ** ** | **(104.1**                 | **)**      | **(150.0** | **)** | **—** | ** ** | **150.0** | ** ** | **(104.1** | **)** |
| Dividends paid to  outside equity interests                                       | ** ** | **—**                 | ** ** | **(2.6** | **)** | **—** | ** ** | **—** | ** ** | **(2.6** | **)** |
| Payments for  Rinker Group Limited share buyback                                  | ** ** | **(21.9**                  | **)**      | **—** | ** ** | **—** | ** ** | **—** | ** ** | **(21.9** | **)** |
| Proceeds from  issue of shares                                                    | ** ** | **0.7**                    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **0.7** | ** ** |
| Interest and other  finance costs paid                                            | ** ** | **—**                 | ** ** | **(48.7** | **)** | **(0.5** | **)** | **—** | ** ** | **(49.2** | **)** |
| **Net cash  (used in) financing activities**                                      | ** ** | **(47.0**                  | **)**      | **(257.0** | **)** | **(89.3** | **)** | **155.7** | ** ** | **(237.6** | **)** |
| ** **                                                                        | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **NET  INCREASE (DECREASE) IN CASH HELD**                                         | ** ** | **114.4**                  | ** ** | **135.0** | ** ** | **(5.2** | **)** | **—** | ** ** | **244.2** | ** ** |
| Cash at the  beginning of the financial year                                      | ** ** | **242.9**                  | ** ** | **60.5** | ** ** | **25.3** | ** ** | **(0.2** | **)** | **328.5** | ** ** |
| Effect of  exchange rate changes                                                  | ** ** | **15.3**                   | ** ** | **—** | ** ** | **—** | ** ** | **0.2** | ** ** | **15.5** | ** ** |
| **Cash at  the end of the financial year**                                        | ** ** | **372.6**                  | ** ** | **195.5** | ** ** | **20.1** | ** ** | **—** | ** ** | **588.2** | ** ** |

 

F-76

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                        | ** ** | **US$ MILLION**       | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF CASH FLOWS  YEAR ENDED MARCH 31 2004**           | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  COMPANIES (a)** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| **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  received                                             |       | 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 (used in) 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  resulting from (used in) investing activities**                       |       | 37.0                       |       | (151.4 | ) | (77.4 | ) | (39.2 | ) | (231.0 | ) |
| ** **                                                                        |       |                       |       |   |   |   |   |   |   |   |   |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                         |       |                       |       |   |   |   |   |   |   |   |   |
| Net proceeds from  (repayments of) borrowings                                     |       | 0.6                        |       | (151.8 | ) | (29.1 | ) | (117.6 | ) | (297.9 | ) |
| Cash received  from CSR Limited                                                   |       | —                     |       | 149.9 |   | — |   | 42.7 |   | 192.6 |   |
| Net financing of  controlled entities                                             |       | (86.1                      | )          | — |   | — |   | 86.1 |   | — |   |
| Dividends paid                                                                    |       | (85.6                      | )          | (300.0 | ) | (86.9 | ) | 386.9 |   | (85.6 | ) |
| Dividends paid to  outside equity interests                                       |       | —                     |       | (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) from financing activities**                                 |       | (170.6                     | )          | (355.9 | ) | (116.4 | ) | 398.2 |   | (244.7 | ) |
| ** **                                                                        |       |                       |       |   |   |   |   |   |   |   |   |
| **NET  INCREASE (DECREASE) 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 |   |
| Effect of  exchange rate changes                                                  |       | 22.0                       |       | — |   | 10.8 |   | (0.2 | ) | 32.6 |   |
| **Cash at  the end of the financial year**                                        |       | 242.9                      |       | 60.5 |   | 25.3 |   | (0.2 | ) | 328.5 |   |

 

----

(a)          Includesallocations from CSR Limited and other legal entities that carried outbusinesses now operated by the Rinker group.

 

F-77

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| ** **                                                                        | ** ** | **US$ MILLION**       | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF CASH FLOWS  YEAR ENDED MARCH 31 2003**           | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  COMPANIES (a)** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| **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 received                                             |       | —                     |       | 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  (repayments 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  resulting from (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 |   |
| Effect of  exchange rate changes                                                  |       | —                     |       | — |   | 1.7 |   | — |   | 1.7 |   |
| **Cash at  the end of the financial year**                                        |       | —                     |       | 28.3 |   | 82.7 |   | — |   | 111.0 |   |

 

----

(a)          Includesallocations from CSR Limited and other legal entities that carried outbusinesses now operated by the Rinker group.

 

F-78

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
|                                                                              |       | **A$ MILLION**        |       |
|-----------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF CASH FLOWS  YEAR ENDED MARCH 31 2005**           | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  COMPANIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** |   |
| **CASH  FLOWS FROM OPERATING ACTIVITIES**                                         | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Receipts from  customers                                                          | ** ** | **4.9**                    | ** ** | **4,632.6** | ** ** | **1,447.6** | ** ** | **(4.9** | **)** | **6,080.2** | ** ** |
| Payments to  suppliers and employees                                              | ** ** | **(13.9**                  | **)**      | **(3,703.6** | **)** | **(1,233.5** | **)** | **20.9** | ** ** | **(4,930.1** | **)** |
| Dividends and  distributions received                                             | ** ** | **208.6**                  | ** ** | **2.0** | ** ** | **19.3** | ** ** | **(208.6** | **)** | **21.3** | ** ** |
| Interest received                                                                 | ** ** | **40.7**                   | ** ** | **0.7** | ** ** | **3.4** | ** ** | **(20.6** | **)** | **24.2** | ** ** |
| Income taxes paid                                                                 | ** ** | **(68.7**                  | **)**      | **(230.4** | **)** | **(53.7** | **)** | **53.7** | ** ** | **(299.1** | **)** |
| Net receipt of  income taxes under tax funding agreement                          | ** ** | **53.7**                   | ** ** | **—** | ** ** | **—** | ** ** | **(53.7** | **)** | **—** | ** ** |
| **Net cash  from (used in) operating activities**                                 | ** ** | **225.3**                  | ** ** | **701.3** | ** ** | **183.1** | ** ** | **(213.2** | **)** | **896.5** | ** ** |
| **CASH  FLOWS FROM INVESTING ACTIVITIES**                                         | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Purchase of  property, plant and equipment and other non-current assets           | ** ** | **—**                 | ** ** | **(280.1** | **)** | **(100.0** | **)** | **—** | ** ** | **(380.1** | **)** |
| Proceeds from  sale of property, plant and equipment and other non-current assets | ** ** | **—**                 | ** ** | **14.5** | ** ** | **3.1** | ** ** | **—** | ** ** | **17.6** | ** ** |
| Purchase of  controlled entities and businesses net of cash acquired              | ** ** | **—**                 | ** ** | **(43.1** | **)** | **(2.0** | **)** | **—** | ** ** | **(45.1** | **)** |
| Proceeds from sale  of interests in controlled entities and businesses            | ** ** | **—**                 | ** ** | **134.3** | ** ** | **—** | ** ** | **—** | ** ** | **134.3** | ** ** |
| Loans and  receivables advanced                                                   | ** ** | **—**                 | ** ** | **—** | ** ** | **(30.1** | **)** | **—** | ** ** | **(30.1** | **)** |
| Loans and  receivables repaid                                                     | ** ** | **0.4**                    | ** ** | **0.1** | ** ** | **57.7** | ** ** | **—** | ** ** | **58.2** | ** ** |
| **Net cash  from (used in) investing activities**                                 | ** ** | **0.4**                    | ** ** | **(174.3** | **)** | **(71.3** | **)** | **—** | ** ** | **(245.2** | **)** |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                         | ** ** | ** **                 | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net (repayment  of) proceeds from borrowings                                      | ** ** | **—**                 | ** ** | **(76.4** | **)** | **(10.8** | **)** | **4.2** | ** ** | **(83.0** | **)** |
| Net financing of  controlled entities                                             | ** ** | **107.8**                  | ** ** | **—** | ** ** | **(108.2** | **)** | **0.4** | ** ** | **—** | ** ** |
| Dividends paid                                                                    | ** ** | **(141.4**                 | **)**      | **(208.6** | **)** | **—** | ** ** | **208.6** | ** ** | **(141.4** | **)** |
| Dividends paid to  outside equity interests                                       | ** ** | **—**                 | ** ** | **(3.5** | **)** | **—** | ** ** | **—** | ** ** | **(3.5** | **)** |
| Payments for  Rinker Group Limited share buyback                                  | ** ** | **(31.3**                  | **)**      | **—** | ** ** | **—** | ** ** | **—** | ** ** | **(31.3** | **)** |
| Proceeds from  issue of shares                                                    | ** ** | **0.9**                    | ** ** | **—** | ** ** | **—** | ** ** | **—** | ** ** | **0.9** | ** ** |
| Interest and other  finance costs paid                                            | ** ** | **—**                 | ** ** | **(66.1** | **)** | **(0.7** | **)** | **—** | ** ** | **(66.8** | **)** |
| **Net cash  (used in) from financing activities**                                 | ** ** | **(64.0**                  | **)**      | **(354.6** | **)** | **(119.7** | **)** | **213.2** | ** ** | **(325.1** | **)** |
| **NET  INCREASE (DECREASE) IN CASH HELD**                                         | ** ** | **161.7**                  | ** ** | **172.4** | ** ** | **(7.9** | **)** | **—** | ** ** | **326.2** | ** ** |
| Cash at the  beginning of the financial year                                      | ** ** | **321.6**                  | ** ** | **79.9** | ** ** | **33.6** | ** ** | **—** | ** ** | **435.1** | ** ** |
| Effect of  exchange rate changes                                                  | ** ** | **(0.2**                   | **)**      | **1.2** | ** ** | **0.3** | ** ** | **—** | ** ** | **1.3** | ** ** |
| **Cash at  the end of the financial year**                                        | ** ** | **483.1**                  | ** ** | **253.5** | ** ** | **26.0** | ** ** | **—** | ** ** | **762.6** | ** ** |

 

F - 79

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

** **
|                                                                              | ** ** | **A$ MILLION**        | ** ** |
|-----------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF CASH FLOWS  YEAR ENDED MARCH 31 2004**           | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  COMPANIES (a)** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| **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 received                                             |       | 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  from (used in) 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  from (used in) investing activities**                                 |       | 57.4                       |       | (216.6 | ) | (108.6 | ) | (60.3 | ) | (328.1 | ) |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                         |       |                       |       |   |   |   |   |   |   |   |   |
| Net proceeds from  (repayments 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 interests                                       |       | —                     |       | (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  INCREASE (DECREASE) 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 |   |
| Effect of  exchange rate changes                                                  |       | —                     |       | (28.7 | ) | 0.2 |   | (1.3 | ) | (29.8 | ) |
| **Cash at  the end of the financial year**                                        |       | 321.6                      |       | 79.9 |   | 33.6 |   | — |   | 435.1 |   |

 

----

(a)   Includes allocations from CSR Limited and other legal entitiesthat carried out businesses now operated by the Rinker group.

 

F - 80

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
|                                                                              |       | **A$ MILLION**        |       |
|-----------------------------------------------------------------------------------|------------|----------------------------|------------|
| **CONSOLIDATED STATEMENT OF CASH FLOWS  YEAR ENDED MARCH 31 2003**           | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  COMPANIES (a)** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
| **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 received                                             |       | —                     |       | 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) investing activities**                                      |       | —                     |       | (1,044.2 | ) | (39.4 | ) | — |   | (1,083.6 | ) |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                         |       |                       |       |   |   |   |   |   |   |   |   |
| Net proceeds from  (repayments 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  from (used in) financing activities**                                 |       | —                     |       | 400.0 |   | (67.4 | ) | — |   | 332.6 |   |
| **NET  INCREASE (DECREASE) IN CASH HELD**                                         |       | —                     |       | 44.1 |   | 117.6 |   | — |   | 161.7 |   |
| Cash at the  beginning of the financial year                                      |       | —                     |       | 7.0 |   | 21.0 |   | — |   | 28.0 |   |
| Effect of  exchange rate changes                                                  |       | —                     |       | (4.0 | ) | (0.9 | ) | — |   | (4.9 | ) |
| **Cash at  the end of the financial year**                                        |       | —                     |       | 47.1 |   | 137.7 |   | — |   | 184.8 |   |

 

----

(a)   Includes allocations from CSR Limited and other legal entitiesthat carried out businesses now operated by the Rinker group.

 

F-81

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 

**UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (USGAAP) INFORMATION**

 
| **YEAR ENDED MARCH 31, 2005  US$  MILLION**                                                                | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** |       |
|---------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of net profit**                                                                                         |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| Net profit  attributable to members of Rinker Group Limited                                                               | ** ** | **432.6**                  | ** ** | **305.9**                                                       | ** ** | **103.5**                         | ** ** | **(409.4**                     | **)**      | **432.6**                       | ** ** |
| Revaluation of  non-current assets                                                                                        | ** ** | **—**                 | ** ** | **5.4**                                                         | ** ** | **5.5**                           | ** ** | **—**                     | ** ** | **10.9**                        | ** ** |
| Restructure and  rationalization                                                                                          | ** ** | **—**                 | ** ** | **(0.7**                                                        | **)**      | **(2.1**                          | **)**      | **—**                     | ** ** | **(2.8**                        | **)**      |
| Employee share  plan                                                                                                      | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(0.7**                          | **)**      | **—**                     | ** ** | **(0.7**                        | **)**      |
| Other                                                                                                                     | ** ** | **—**                 | ** ** | **(0.8**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(0.8**                        | **)**      |
| Amortisation of  goodwill written back                                                                                    | ** ** | **—**                 | ** ** | **55.7**                                                        | ** ** | **0.6**                           | ** ** | **—**                     | ** ** | **56.3**                        | ** ** |
| Loss on disposal                                                                                                          | ** ** | **—**                 | ** ** | **(8.0**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(8.0**                        | **)**      |
| Superannuation (pension)  fund                                                                                            | ** ** | **—**                 | ** ** | **6.3**                                                         | ** ** | **0.5**                           | ** ** | **—**                     | ** ** | **6.8**                         | ** ** |
| Post-retirement  medical benefits                                                                                         | ** ** | **—**                 | ** ** | **0.6**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **0.6**                         | ** ** |
| Derivatives and  hedging                                                                                                  | ** ** | **—**                 | ** ** | **1.5**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **1.5**                         | ** ** |
| Unrecognised  insurance debtors                                                                                           | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| Fair Value  Adjustment                                                                                                    | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **3.8**                           | ** ** | **—**                     | ** ** | **3.8**                         | ** ** |
| Retirement of  long lived assets                                                                                          | ** ** | **—**                 | ** ** | **(2.6**                                                        | **)**      | **(1.0**                          | **)**      | **—**                     | ** ** | **(3.6**                        | **)**      |
| Deferred tax  assets (acquisition tax balances)                                                                           | ** ** | **—**                 | ** ** | **(0.9**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(0.9**                        | **)**      |
| Lease expense                                                                                                             | ** ** | **—**                 | ** ** | **(1.1**                                                        | **)**      | ** **                        | ** ** | ** **                     | ** ** | **(1.1**                        | **)**      |
| Stock award plan                                                                                                          | ** ** | ** **                 | ** ** | **11.1**                                                        | ** ** | **1.8**                           | ** ** | ** **                     | ** ** | **12.9**                        | ** ** |
| Overburden  removal                                                                                                       | ** ** | **—**                 | ** ** | **1.9**                                                         | ** ** | **(0.5**                          | **)**      | **—**                     | ** ** | **1.4**                         | ** ** |
| Deferred tax  effect of US GAAP adjustments                                                                               | ** ** | **—**                 | ** ** | **(7.5**                                                        | **)**      | **(0.6**                          | **)**      | **—**                     | ** ** | **(8.1**                        | **)**      |
| Equity accounted  result of subsidiaries                                                                                  | ** ** | **57.4**                   | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **(57.4**                      | **)**      | **—**                      | ** ** |
| ** **                                                                                                                | ** ** | **57.4**                   | ** ** | **60.9**                                                        | ** ** | **7.3**                           | ** ** | **(57.4**                      | **)**      | **68.2**                        | ** ** |
| **US GAAP  net profit attributable to member of Rinker Group Limited before cumulative  change in accounting principles** | ** ** | **490.0**                  | ** ** | **366.8**                                                       | ** ** | **110.8**                         | ** ** | **(466.8**                     | **)**      | **500.8**                       | ** ** |
| Cumulative change  in accounting principle for EITF 04-6, net of tax of US$5.8 million                                    | ** ** | **—**                 | ** ** | **(5.5**                                                        | **)**      | **(5.3**                          | **)**      | **—**                     | ** ** | **(10.8**                       | **)**      |
| **US GAAP  net profit attributable to members of Rinker Group Limited**                                                   | ** ** | **490.0**                  | ** ** | **361.3**                                                       | ** ** | **105.5**                         | ** ** | **(466.8**                     | **)**      | **490.0**                       | ** ** |

 

F-82

----

 

**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **AS AT MARCH 31, 2005  US$  MILLION**                                  | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of equity**                                                          | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| Equity  attributable to members of Rinker Group Limited                                | ** ** | **2,612.5**                | ** ** | **1,173.8**                                                     | ** ** | **756.7**                         | ** ** | **(1,930.5**                   | **)**      | **2,612.5**                     | ** ** |
| ** **                                                                             | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| Net effect of US  GAAP adjustments on items within the statement of financial position | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| **CURRENT  ASSETS**                                                                    | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| receivables  (reclassify loans and receivables to associate entities)                  | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(0.2**                          | **)**      | **—**                     | ** ** | **(0.2**                        | **)**      |
| deferred income  tax assets (reclassification from non-current)                        | ** ** | **—**                 | ** ** | **31.7**                                                        | ** ** | **7.2**                           | ** ** | **—**                     | ** ** | **38.9**                        | ** ** |
| deferred income  tax assets (derivative instruments and hedging)                       | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| inventory  (overburden removal)                                                        | ** ** | **—**                 | ** ** | **(0.4**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(0.4**                        | **)**      |
| **NON-CURRENT  ASSETS**                                                                | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| property, plant  and equipment (revaluation)                                           | ** ** | **—**                 | ** ** | **(29.5**                                                       | **)**      | **(28.4**                         | **)**      | **—**                     | ** ** | **(57.9**                       | **)**      |
| property,  plant & equipment (retirement of long lived assets)                | ** ** | **—**                 | ** ** | **15.7**                                                        | ** ** | **1.0**                           | ** ** | **—**                     | ** ** | **16.7**                        | ** ** |
| intangibles  (acquisition accounting goodwill)                                         | ** ** | **—**                 | ** ** | **48.8**                                                        | ** ** | **7.0**                           | ** ** | **—**                     | ** ** | **55.8**                        | ** ** |
| intangibles  (reverse capitalisation of tradenames)                                    | ** ** | **—**                 | ** ** | **(6.7**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(6.7**                        | **)**      |
| intangibles  (reverse SFAS 142 goodwill amortisation)                                  | ** ** | **—**                 | ** ** | **158.6**                                                       | ** ** | **1.3**                           | ** ** | **—**                     | ** ** | **159.9**                       | ** ** |
| intangibles  (superannuation (pension) fund)                                           | ** ** | **—**                 | ** ** | **1.3**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **1.3**                         | ** ** |
| intangibles  (acquisition tax balances)                                                | ** ** | **—**                 | ** ** | **(4.5**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(4.5**                        | **)**      |
| receivables  (reclassify loans to associate entities)                                  | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(74.6**                         | **)**      | **—**                     | ** ** | **(74.6**                       | **)**      |
| deferred income  tax assets (reclassification to current)                              | ** ** | **—**                 | ** ** | **(31.7**                                                       | **)**      | **(7.2**                          | **)**      | **—**                     | ** ** | **(38.9**                       | **)**      |
| deferred income  tax assets (minimum pension liability)                                | ** ** | **—**                 | ** ** | **5.7**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **5.7**                         | ** ** |
| equity accounted  result of subsidiaries                                               | ** ** | **(2.4**                   | **)**      | **—**                                                      | ** ** | **—**                        | ** ** | **2.4**                        | ** ** | **—**                      | ** ** |
| investments  accounted for using the equity method (reclassify loans)                  | ** ** | ** **                 | ** ** | **—**                                                      | ** ** | **74.8**                          | ** ** | **—**                     | ** ** | **74.8**                        | ** ** |
| investments  accounted for using the equity method (fair value adjustment)             | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | **(60.5**                         | **)**      | ** **                     | ** ** | **(60.5**                       | **)**      |
| investments  accounted for using the equity method (gain on sale)                      | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | **33.1**                          | ** ** | **—**                     | ** ** | **33.1**                        | ** ** |
| receivables  (employee share loans)                                                    | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(1.9**                          | **)**      | **—**                     | ** ** | **(1.9**                        | **)**      |
| other assets  (stock award plans)                                                      | ** ** | **—**                 | ** ** | **(6.5**                                                        | **)**      | **(1.8**                          | **)**      | **—**                     | ** ** | **(8.3**                        | **)**      |
| other assets  (derivative instruments and hedging)                                     | ** ** | **—**                 | ** ** | **3.4**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **3.4**                         | ** ** |
| other assets  (overburden removal)                                                     | ** ** | ** **                 | ** ** | **(6.2**                                                        | **)**      | **(8.6**                          | **)**      | ** **                     | ** ** | **(14.8**                       | **)**      |
| **CURRENT  LIABILITIES**                                                               | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| deferred income  tax liabilities (reclassification from non-current)                   | ** ** | **—**                 | ** ** | **(21.0**                                                       | **)**      | **(4.3**                          | **)**      | **—**                     | ** ** | **(25.3**                       | **)**      |
| provisions  (restructure and rationalization)                                          | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| provisions  (accrued lease expenses)                                                   | ** ** | **—**                 | ** ** | **(1.1**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(1.1**                        | **)**      |
| **NON-CURRENT  LIABILITIES**                                                           | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| other  (superannuation (pension) fund)                                                 | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| other (minimum  pension liability)                                                     | ** ** | **—**                 | ** ** | **(19.2**                                                       | **)**      | **(0.1**                          | **)**      | **—**                     | ** ** | **(19.3**                       | **)**      |
| deferred income  tax liabilities (acquisition accounting)                              | ** ** | **—**                 | ** ** | **(53.1**                                                       | **)**      | **(6.3**                          | **)**      | **—**                     | ** ** | **(59.4**                       | **)**      |
| deferred income  tax liabilities (reclassification to current)                         | ** ** | **—**                 | ** ** | **21.0**                                                        | ** ** | **4.3**                           | ** ** | **—**                     | ** ** | **25.3**                        | ** ** |
| deferred income  tax liabilities (US GAAP adjustments)                                 | ** ** | **—**                 | ** ** | **(7.5**                                                        | **)**      | **(8.3**                          | **)**      | **—**                     | ** ** | **(15.8**                       | **)**      |
| other financial  liabilities (derivative instruments and hedging)                      | ** ** | **—**                 | ** ** | **(1.2**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(1.2**                        | **)**      |
| provisions  (post-retirement medical benefits)                                         | ** ** | **—**                 | ** ** | **(4.8**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(4.8**                        | **)**      |
| provisions  (retirement of long-lived assets)                                          | ** ** | **—**                 | ** ** | **(18.1**                                                       | **)**      | **(3.6**                          | **)**      | ** **                     | ** ** | **(21.7**                       | **)**      |
| ** **                                                                             | ** ** | **(2.4**                   | **)**      | **74.7**                                                        | ** ** | **(77.1**                         | **)**      | **2.4**                        | ** ** | **(2.4**                        | **)**      |
| **US GAAP  equity attributable to members of Rinker Group Limited**                    | ** ** | **2,610.1**                | ** ** | **1,248.5**                                                     | ** ** | **679.6**                         | ** ** | **(1,928.1**                   | **)**      | **2,610.1**                     | ** ** |

 

F-83

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **YEAR ENDED MARCH 31, 2004  US$ MILLION**                                  | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|---------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of net profit**                                                     |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| Net profit  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 balances)                                       |       | —                     |       | (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 member of Rinker**                              |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| **Group  Limited before cumulative change in accounting principles**                  |       | 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                           |       |

 

F-84

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **AS AT MARCH 31, 2004  US$ MILLION**                                        | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **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)                                           |       | —                     |       | (34.9                                                           | )          | (33.5                             | )          | —                         |       | (68.4                           | )          |
| 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)                                    |       | —                     |       | (5.9                                                            | )          | —                            |       | —                         |       | (5.9                            | )          |
| intangibles  (reverse SFAS 142 goodwill amortisation)                                  |       | —                     |       | 110.9                                                           |       | 0.7                               |       | —                         |       | 111.6                           |       |
| intangibles  (superannuation (pension) fund)                                           |       | —                     |       | 1.4                                                             |       | —                            |       | —                         |       | 1.4                             |       |
| intangibles  (acquisition tax balances)                                                |       | —                     |       | (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                            | )          |
| **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 from non-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-85

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **YEAR ENDED MARCH 31, 2003  US$ MILLION**                    | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|-------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of net profit**                                       |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| Net profit  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                           |       |

 

F-86

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **YEAR ENDED MARCH 31, 2005  A$ MILLION**                                   | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|---------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of net profit**                                                     |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| Net profit  attributable to members of Rinker Group Limited                           | ** ** | **585.2**                  | ** ** | **413.7**                                                       | ** ** | **140.8**                         | ** ** | **(554.5**                     | **)**      | **585.2**                       | ** ** |
| Revaluation of  non-current assets                                                    | ** ** | **—**                 | ** ** | **6.9**                                                         | ** ** | **7.2**                           | ** ** | **—**                     | ** ** | **14.1**                        | ** ** |
| Restructure and  rationalization                                                      | ** ** | **—**                 | ** ** | **(2.7**                                                        | **)**      | **(1.0**                          | **)**      | **—**                     | ** ** | **(3.7**                        | **)**      |
| Employee share  plan                                                                  | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(0.9**                          | **)**      | **—**                     | ** ** | **(0.9**                        | **)**      |
| Other                                                                                 | ** ** | **—**                 | ** ** | **(1.0**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(1.0**                        | **)**      |
| Amortisation of  goodwill written back                                                | ** ** | **—**                 | ** ** | **75.4**                                                        | ** ** | **0.8**                           | ** ** | **—**                     | ** ** | **76.2**                        | ** ** |
| Loss on disposal                                                                      | ** ** | **—**                 | ** ** | **(10.3**                                                       | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(10.3**                       | **)**      |
| Superannuation  (pension) fund                                                        | ** ** | **—**                 | ** ** | **8.1**                                                         | ** ** | **0.6**                           | ** ** | **—**                     | ** ** | **8.7**                         | ** ** |
| Post retirement  medical benefit                                                      | ** ** | **—**                 | ** ** | **0.9**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **0.9**                         | ** ** |
| Derivatives and  hedging                                                              | ** ** | **—**                 | ** ** | **1.4**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **1.4**                         | ** ** |
| Unrecognised  insurance debtors                                                       | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| Fair Value  Adjustment                                                                | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **5.1**                           | ** ** | **—**                     | ** ** | **5.1**                         | ** ** |
| Retirement of  long lived assets                                                      | ** ** | **—**                 | ** ** | **(3.5**                                                        | **)**      | **(1.3**                          | **)**      | **—**                     | ** ** | **(4.8**                        | **)**      |
| Deferred income  tax assets (acquisition tax balances)                                | ** ** | **—**                 | ** ** | **(1.2**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(1.2**                        | **)**      |
| Lease expense                                                                         | ** ** | ** **                 | ** ** | **(1.4**                                                        | **)**      | **—**                        | ** ** | ** **                     | ** ** | **(1.4**                        | **)**      |
| Stock awards plan                                                                     | ** ** | ** **                 | ** ** | **15.0**                                                        | ** ** | **2.4**                           | ** ** | ** **                     | ** ** | **17.4**                        | ** ** |
| Overburden  removal                                                                   | ** ** | **—**                 | ** ** | **2.5**                                                         | ** ** | **(0.7**                          | **)**      | **—**                     | ** ** | **1.8**                         | ** ** |
| Foreign currency  translation reserve                                                 | ** ** | **—**                 | ** ** | **(7.6**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(7.6**                        | **)**      |
| Deferred tax  effect of US GAAP adjustments                                           | ** ** | **—**                 | ** ** | **(10.1**                                                       | **)**      | **(0.8**                          | **)**      | **—**                     | ** ** | **(10.9**                       | **)**      |
| Equity accounted  result of subsidiaries                                              | ** ** | **69.9**                   | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **(69.9**                      | **)**      | **—**                      | ** ** |
| ** **                                                                            | ** ** | **69.9**                   | ** ** | **72.4**                                                        | ** ** | **11.4**                          | ** ** | **(69.9**                      | **)**      | **83.8**                        | ** ** |
| **US GAAP  net profit attributable to member of Rinker**                              | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| **Group  Limited before cumulative change in accounting principles**                  | ** ** | **655.1**                  | ** ** | **486.1**                                                       | ** ** | **152.2**                         | ** ** | **(624.4**                     | **)**      | **669.0**                       | ** ** |
| Cumulative change  in accounting principle for EITF 04-6, net of tax of A$7.5 million | ** ** | **—**                 | ** ** | **(7.1**                                                        | **)**      | **(6.8**                          | **)**      | **—**                     | ** ** | **(13.9**                       | **)**      |
| **US GAAP  net profit attributable to members of Rinker Group Limited**               | ** ** | **655.1**                  | ** ** | **479.0**                                                       | ** ** | **145.4**                         | ** ** | **(624.4**                     | **)**      | **655.1**                       | ** ** |

 

F-87

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **AS AT MARCH 31 2005  A$ MILLION**                                          | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of equity**                                                          | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| Equity  attributable to members of Rinker Group Limited                                | ** ** | **3,387.1**                | ** ** | **1,521.9**                                                     | ** ** | **981.1**                         | ** ** | **(2,503.0**                   | **)**      | **3,387.1**                     | ** ** |
| ** **                                                                             | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| Net effect of US  GAAP adjustments on items within the statement of financial position | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| **CURRENT  ASSETS**                                                                    | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| receivables  (reclassify loans and receivables to associate entities)                  | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(0.3**                          | **)**      | **—**                     | ** ** | **(0.3**                        | **)**      |
| receivables  (insurance)                                                               | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| deferred income  tax assets (reclassification from non-current)                        | ** ** | **—**                 | ** ** | **41.1**                                                        | ** ** | **9.3**                           | ** ** | **—**                     | ** ** | **50.4**                        | ** ** |
| deferred income  tax assets (derivative instruments and hedging)                       | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| inventory  (overburden removal)                                                        | ** ** | **—**                 | ** ** | **(0.5**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(0.5**                        | **)**      |
| **NON-CURRENT  ASSETS**                                                                | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| property, plant  and equipment (revaluation and impairment)                            | ** ** | **—**                 | ** ** | **(38.4**                                                       | **)**      | **(37.1**                         | **)**      | **—**                     | ** ** | **(75.5**                       | **)**      |
| property,  plant & equipment (retirement of long-lived assets)                | ** ** | **—**                 | ** ** | **20.1**                                                        | ** ** | **1.8**                           | ** ** | **—**                     | ** ** | **21.9**                        | ** ** |
| intangibles  (acquisition accounting goodwill)                                         | ** ** | **—**                 | ** ** | **64.1**                                                        | ** ** | **9.3**                           | ** ** | **—**                     | ** ** | **73.4**                        | ** ** |
| intangibles  (reverse capitalisation of tradenames)                                    | ** ** | **—**                 | ** ** | **(8.6**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(8.6**                        | **)**      |
| intangibles  (reverse SFAS 142 goodwill amortisation)                                  | ** ** | **—**                 | ** ** | **205.8**                                                       | ** ** | **1.7**                           | ** ** | **—**                     | ** ** | **207.5**                       | ** ** |
| intangibles  (superannuation (pension) fund)                                           | ** ** | **—**                 | ** ** | **1.7**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **1.7**                         | ** ** |
| intangibles  (acquisition tax balances)                                                | ** ** | **—**                 | ** ** | **(6.3**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(6.3**                        | **)**      |
| receivables  (reclassify loans to associate entities)                                  | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(96.7**                         | **)**      | **—**                     | ** ** | **(96.7**                       | **)**      |
| deferred income  tax assets (reclassification to current)                              | ** ** | **—**                 | ** ** | **(41.1**                                                       | **)**      | **(9.3**                          | **)**      | **—**                     | ** ** | **(50.4**                       | **)**      |
| deferred income  tax assets (minimum pension liability)                                | ** ** | **—**                 | ** ** | **7.2**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **7.2**                         | ** ** |
| equity accounted  result of subsidiaries                                               | ** ** | **(4.1**                   | **)**      | **—**                                                      | ** ** | **—**                        | ** ** | **4.1**                        | ** ** | **—**                      | ** ** |
| investments  accounted for using the equity method (reclassify loans)                  | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **97.0**                          | ** ** | **—**                     | ** ** | **97.0**                        | ** ** |
| investments  accounted for using the equity method (fair value adjustment)             | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(78.5**                         | **)**      | **—**                     | ** ** | **(78.5**                       | **)**      |
| investments  accounted for using the equity method (gain on sale)                      | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **43.0**                          | ** ** | **—**                     | ** ** | **43.0**                        | ** ** |
| receivables  (employee share loans)                                                    | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **(2.5**                          | **)**      | **—**                     | ** ** | **(2.5**                        | **)**      |
| other assets  (stock award plans)                                                      | ** ** | **—**                 | ** ** | **(8.5**                                                        | **)**      | **(2.3**                          | **)**      | **—**                     | ** ** | **(10.8**                       | **)**      |
| other assets  (derivative instruments and hedging)                                     | ** ** | **—**                 | ** ** | **4.4**                                                         | ** ** | **—**                        | ** ** | **—**                     | ** ** | **4.4**                         | ** ** |
| other assets  (overburden removal)                                                     | ** ** | **—**                 | ** ** | **(8.0**                                                        | **)**      | **(11.1**                         | **)**      | **—**                     | ** ** | **(19.1**                       | **)**      |
| **CURRENT  LIABILITIES**                                                               | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| deferred income  tax liabilities (reclassification from non-current)                   | ** ** | ** **                 | ** ** | **(27.2**                                                       | **)**      | **(5.6**                          | **)**      | **—**                     | ** ** | **(32.8**                       | **)**      |
| provisions  (restructure and rationalization)                                          | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | ** **                     | ** ** | **—**                      | ** ** |
| provisions  (accrued lease expense)                                                    | ** ** | **—**                 | ** ** | **(1.4**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(1.4**                        | **)**      |
| **NON-CURRENT  LIABILITIES**                                                           | ** ** | ** **                 | ** ** | ** **                                                      | ** ** | ** **                        | ** ** | ** **                     | ** ** | ** **                      | ** ** |
| other  (superannuation (pension) fund)                                                 | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| other (minimum  pension liability)                                                     | ** ** | **—**                 | ** ** | **(24.9**                                                       | **)**      | **(0.1**                          | **)**      | **—**                     | ** ** | **(25.0**                       | **)**      |
| deferred income  tax liabilities (acquisition accounting)                              | ** ** | **—**                 | ** ** | **(68.8**                                                       | **)**      | **(8.3**                          | **)**      | **—**                     | ** ** | **(77.1**                       | **)**      |
| deferred income  tax liabilities (reclassification to current)                         | ** ** | **—**                 | ** ** | **27.2**                                                        | ** ** | **5.6**                           | ** ** | **—**                     | ** ** | **32.8**                        | ** ** |
| deferred income  tax liabilities (US GAAP adjustments)                                 | ** ** | **—**                 | ** ** | **(10.4**                                                       | **)**      | **(10.7**                         | **)**      | **—**                     | ** ** | **(21.1**                       | **)**      |
| deferred income  tax liabilities (deriavative instruments and hedging)                 | ** ** | **—**                 | ** ** | **(1.6**                                                        | **)**      | ** **                        | ** ** | ** **                     | ** ** | **(1.6**                        | **)**      |
| provisions  (post-retirement medical benefits)                                         | ** ** | **—**                 | ** ** | **(6.9**                                                        | **)**      | **—**                        | ** ** | **—**                     | ** ** | **(6.9**                        | **)**      |
| provisions  (retirement of long-lived assets)                                          | ** ** | **—**                 | ** ** | **(23.5**                                                       | **)**      | **(4.8**                          | **)**      | **—**                     | ** ** | **(28.3**                       | **)**      |
| other financial  liabilities (derivative instruments and hedging)                      | ** ** | **—**                 | ** ** | **—**                                                      | ** ** | **—**                        | ** ** | **—**                     | ** ** | **—**                      | ** ** |
| ** **                                                                             | ** ** | **(4.1**                   | **)**      | **95.5**                                                        | ** ** | **(99.6**                         | **)**      | **4.1**                        | ** ** | **(4.1**                        | **)**      |
| **US GAAP  equity attributable to members of Rinker Group Limited**                    | ** ** | **3,383.0**                | ** ** | **1,617.4**                                                     | ** ** | **881.5**                         | ** ** | **(2,498.9**                   | **)**      | **3,383.0**                     | ** ** |

 

F-88

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **YEAR ENDED MARCH 31 2004  A$ MILLION**                                                                        | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of net profit**                                                                                         |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| Net profit  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 balances)                                                                    |       | —                     |       | (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                           |       |

 

F-89

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **AS AT MARCH 31 2004  A$ MILLION**                                          | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **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 & 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)                                    |       | —                     |       | (7.9                                                            | )          | —                            |       | —                         |       | (7.9                            | )          |
| 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                            | )          |
| **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-90

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**41           RINKER MATERIALS ANDITS CONTROLLED ENTITIES (CONTINUED)**

 
| **YEAR ENDED MARCH 31 2003  A$ MILLION**                      | ** ** | **RINKER  GROUP  LIMITED** | ** ** | **RINKER  MATERIALS  CORPORATION AND ITS  CONTROLLED ENTITIES** | ** ** | **NON-  GUARANTOR  SUBSIDIARIES** | ** ** | **CONSOLIDATION  ADJUSTMENTS** | ** ** | **RINKER  GROUP  CONSOLIDATED** | ** ** |
|-------------------------------------------------------------------------|------------|----------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------|------------|---------------------------------|------------|
| **Reconciliation  of net profit**                                       |       |                       |       |                                                            |       |                              |       |                           |       |                            |       |
| Net profit  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                           |       |

 

F-91

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