##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
 o
    
    Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended June 30, 2009
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 or
 o
    
    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of event requiring this shell company report
 Commission file number: 001-33983
 
 Sims Metal Management Limited
  
 N/A
 Victoria, Australia
 110 Fifth Avenue, Suite 700
New York, NY 10011
 Frank M. Moratti, Company Secretary and Legal Counsel
(61 2) 9902-6004; Frank.Moratti@simsmm.com
Sir Joseph Banks Corporate Park
Suite 3, Level 2, 32-34 Lord Street
Botany, NSW 2019, Australia
 Securities registered or to be registered pursuant to Section 12(b) of the Act.
 Title of each class
    
    Name of each exchange on which registeredOrdinary Shares 
American Depositary Shares, each 
representing one ordinary share
    
    New York Stock Exchange*
New York Stock Exchange
 
 *
    
    Not for trading, but only in connection with the listing of American Depositary Shares pursuant
to requirements of the Securities and Exchange Commission. 
  
  
  
  þ o
 
  o þ
 
  þ o
 
  o o
 
  Large accelerated filer þ   
    Accelerated filer o
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
  o  þ  o
  o o
  o þ




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##### 



TABLE OF CONTENTS
 PagePART IItem 1. Identity of Directors, Senior Management and Advisors
    
    
    3Item 2. Offer Statistics and Expected Timetable
    
    
    3Item 3. Key Information
    
    
    3Item 4. Information on the Company
    
    
    15Item 4A. Unresolved Staff Comments
    
    
    27Item 5. Operating and Financial Review and Prospects
    
    
    27Item 6. Directors, Senior Management and Employees
    
    
    40Item 7. Major Shareholders and Related Party Transactions
    
    
    50Item 8. Financial Information
    
    
    51Item 9. The Offer and Listing
    
    
    52Item 10. Additional Information
    
    
    53Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    64Item 12. Description of Securities Other than Equity Securities
    
    
    64PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    64Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    64Item 15. Controls and Procedures
    
    
    64Item 16A. Audit Committee Financial Expert
    
    
    66Item 16B. Code of Ethics
    
    
    66Item 16C. Principal Accountant Fees and Services
    
    
    67Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    67Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    67Item 16F. Change in Registrants Certifying Accountant
    
    
    67Item 16G. Corporate Governance
    
    
    67PART IIIItem 17. Financial Statements
    
    
    68Item 18. Financial Statements
    
    
    68Item 19. Exhibits
    
    
    68EX-4.8EX-4.13EX-4.14EX-4.15EX-4.17EX-4.18EX-4.19EX-8.1EX-12.1EX-12.2EX-13.1EX-15.1EX-15.2




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EXPLANATORY NOTE
   
   FORWARD LOOKING STATEMENTS
     
    
    the impact of the global financial crisis and recession on our earnings,
liquidity and financial condition;
 
    
    current disruption in credit markets arising from the global financial
crisis and recessionary conditions in many parts of the developed world;
 1




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
    
    cyclicality and volatility in the metal recycling industry;
 
    
    exposure to changes in commodity prices, currency exchange rates and
interest rates;
 
    
    loss of export sales and increased competition from containerized recycled
metal exports and substitute materials;
 
    
    exposure to customer credit risks;
 
    
    termination of material contracts;
 
    
    availability of adequate sources of material supply;
 
    
    failure to comply with or other liabilities incurred pursuant to
applicable laws, including applicable environmental laws;
 
    
    the loss of senior executive employees or managers;
 
    
    labor problems and compliance with health and safety regulations;
 
    
    costs and risks associated with defined benefit pension plans and other
employee benefits;
 
    
    goodwill and other identified intangible asset impairment and other
financial and accounting issues;
 
    
    compliance costs and other risks relating to internal control over
financial reporting;
 
    
    existing and future litigation; and
 
    
    the risks of global operations, including international hostilities.
  2




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##### Table of Contents



PART I
 
 Item 1.
    
    Identity of Directors, Senior Management and Advisors
  
 Item 2.
    
    Offer Statistics and Expected Timetable
  
 Item 3.
    
    Key Information
 A. Selected financial data
  Selected Financial Data
   Property, Plant and Equipment Accounting Policies,
Changes in Accounting Estimates and Errors.
 3




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As of and for the fiscal years ended June 30,2009
    
    2008
    
    2007
    
    2006
    
    2005A$
    
    A$
    
    A$
    
    A$
    
    A$(in thousands, except per share data)Income statement data in
accordance with IFRS:Revenue
    
    
    8,641,010
    
    
    
    7,670,536
    
    
    
    5,550,897
    
    
    
    3,754,509
    
    
    
    2,565,603Goodwill impairment charge
    
    
    (191,094
    )
    
    
    (3,349
    )
    
    
    
    
    
    
    
    
    
    
    Share of pre-tax profit of
investments accounted for using
the equity method
    
    
    60,808
    
    
    
    64,573
    
    
    
    7,030
    
    
    
    4,164
    
    
    
    2,626(Loss)/profit before income tax
    
    
    (122,162
    )
    
    
    660,603
    
    
    
    356,889
    
    
    
    269,781
    
    
    
    283,226(Loss)/profit after income tax
    
    
    (150,295
    )
    
    
    440,098
    
    
    
    239,938
    
    
    
    184,929
    
    
    
    196,010Basic (loss)/earnings per share (cents)
    
    
    (82.9
    )
    
    
    310.9
    
    
    
    192.1
    
    
    
    163.9
    
    
    
    215.2Diluted (loss)/earnings per share (cents)
    
    
    (82.9
    )
    
    
    307.9
    
    
    
    191.0
    
    
    
    163.4
    
    
    
    215.0Weighted average number of shares
outstanding
    
    
    181,247
    
    
    
    141,574
    
    
    
    124,916
    
    
    
    112,857
    
    
    
    91,086Weighted average number of
diluted shares outstanding
    
    
    181,247
    
    
    
    142,948
    
    
    
    125,620
    
    
    
    113,193
    
    
    
    91,180Balance Sheet data in accordance
with IFRS:Total current assets
    
    
    985,878
    
    
    
    2,014,457
    
    
    
    792,820
    
    
    
    711,642
    
    
    
    411,158Total assets
    
    
    3,808,560
    
    
    
    4,646,476
    
    
    
    2,057,371
    
    
    
    1,836,632
    
    
    
    836,425Total current liabilities
    
    
    576,932
    
    
    
    1,225,020
    
    
    
    473,058
    
    
    
    386,221
    
    
    
    229,190Borrowings
    
    
    175,144
    
    
    
    398,414
    
    
    
    307,591
    
    
    
    301,459
    
    
    
    98,946Total liabilities
    
    
    949,513
    
    
    
    1,812,552
    
    
    
    885,284
    
    
    
    728,708
    
    
    
    365,048Total equity
    
    
    2,859,047
    
    
    
    2,833,924
    
    
    
    1,172,087
    
    
    
    1,107,924
    
    
    
    471,377
 Exchange Rate Data
  Period
    
    Average
    
    Highest
    
    Lowestend Rate
    
    Rate
    
    Rate
    
    RateFor the fiscal year ended June 30:2009
    
    
    0.8055
    
    
    
    0.7483
    
    
    
    0.9797
    
    
    
    0.60732008
    
    
    0.9562
    
    
    
    0.9042
    
    
    
    0.9644
    
    
    
    0.78602007
    
    
    0.8491
    
    
    
    0.7925
    
    
    
    0.8491
    
    
    
    0.74072006
    
    
    0.7423
    
    
    
    0.7472
    
    
    
    0.7781
    
    
    
    0.70562005
    
    
    0.7618
    
    
    
    0.7568
    
    
    
    0.7974
    
    
    
    0.6880For the month ended:October 2009
    
    
    0.9038
    
    
    
    0.9067
    
    
    
    0.9275
    
    
    
    0.8656September 2009
    
    
    0.8824
    
    
    
    0.8622
    
    
    
    0.8824
    
    
    
    0.8306August 2009
    
    
    0.8439
    
    
    
    0.8353
    
    
    
    0.8439
    
    
    
    0.8201July 2009
    
    
    0.8339
    
    
    
    0.8049
    
    
    
    0.8339
    
    
    
    0.7751June 2009
    
    
    0.8055
    
    
    
    0.8025
    
    
    
    0.8195
    
    
    
    0.7851May 2009
    
    
    0.7993
    
    
    
    0.7648
    
    
    
    0.7993
    
    
    
    0.7290
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Dividends
   Fiscal year ended
    
    Interim
    
    Final
    
    Special
    
    Total(in A$ per share)June 30, 2009
    
    
    0.28
    
    
    
    0.10
    
    
    
    
    
    
    
    0.38June 30, 2008
    
    
    0.55
    
    
    
    0.65
    
    
    
    0.10
    
    
    
    1.30June 30, 2007
    
    
    0.60
    
    
    
    0.60
    
    
    
    
    
    
    
    1.20June 30, 2006
    
    
    0.45
    
    
    
    0.60
    
    
    
    
    
    
    
    1.05June 30, 2005
    
    
    0.70
    
    
    
    0.70
    
    
    
    0.20
    
    
    
    1.60
   B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  D. Risk Factors
  The global financial crisis and recession in many parts of the world have adversely affected our
earnings, liquidity and financial condition and are expected to continue to do so, until global
economic conditions and scrap prices improve.
  5




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The metal recycling industry has historically been, and is expected to remain, highly cyclical. A
protracted fall in scrap metal prices, as occurred around the end of calendar 2008, would have a
material adverse effect on our operating results. When inbound scrap flows are weak, which they
are now, it reduces our ability to buy, process and sell scrap metals.
    Developments in the steel industry could have a material adverse impact on our operating results.
  We are subject to significant risks relating to changes in commodity prices, currency exchange
rates and interest rates, and may not be able to effectively protect against these risks.
  6




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The unprecedented disruptions in the credit and equity markets worldwide in fiscal 2009 may impede
or prevent our access to the capital markets for additional funding to expand or operate our
business and may affect the availability or cost of borrowing under our existing or future credit
facilities. Additionally, we believe the disruptions in the credit markets contributed to rapidly
falling commodity prices in fiscal 2009, which have had an adverse impact on our revenues and
results of operations.
  The loss of export sales could adversely affect our results of operations and financial condition.
  We are subject to competition from containerized recycled metal exports which negatively affects
our port operations and marketing programs.
  7




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The termination of material customer contracts could have a material adverse effect on our results
of operations and financial condition.
   Potential credit losses from significant customers could adversely affect our results of operations
and financial condition.
  We rely in part on lines of credit from commercial banks to finance our operations. Our results of
operations and financial condition would be materially adversely affected if we were unable to
continue to have access to bank financing on acceptable terms.
   8




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The profitability of our metal recycling operations depends, in part, on the availability of an
adequate source of supply.
  A significant increase in the use of substitute materials by consumers of processed recycled
ferrous metal could reduce demand for our products.
  Our operations are subject to extensive governmental regulation in each of the jurisdictions in
which we operate.
  9




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Our operations are subject to stringent environmental laws and regulations.
  
    
    the acceptance, storage, treatment, handling and disposal of solid, hazardous
and toxic waste;
 
    
    the discharge of materials into the air;
 
    
    the management and treatment of wastewater and storm water;
 
    
    the remediation of soil and groundwater contamination; and
 
    
    the protection of employee health and safety.
     10




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Regulation of greenhouse gas emissions and climate change issues may adversely affect our
operations and markets.
   Our operations generate waste that is required to be treated, stored and disposed of in accordance
with applicable environmental laws.
   We may have potential environmental investigation and cleanup liabilities.
  11




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We do not have environmental impairment insurance, except in limited amounts for specific
circumstances.
  Our operations present risk of injury or death.
  The loss of any member of our senior management team or a significant number of our managers could
have a material adverse effect on our results of operations and financial condition.
  We may not be able to negotiate future labor contracts on favorable terms.
  Losses relating to our pension plans and a decline in returns on our plan assets may negatively
affect our results of operations and financial condition.
  12




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If the goodwill or other identifiable intangible assets recorded in connection with our recent
acquisitions becomes impaired, we may be required to record impairment charges, which may adversely
affect our financial results, the price of our securities and our ability to pay dividends.
    Prior to our merger with Metal Management, Sims was not subject to Securities and Exchange
Commission rules. We have incurred, and will continue to incur, significant expenditures and
investment of senior managements time with respect to our internal controls to ensure compliance
with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
   13




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If we were to lose our foreign private issuer status under U.S. federal securities laws, we would
likely incur additional expenses associated with compliance with the U.S. securities laws
applicable to U.S. domestic issuers.
  We are exposed to the risk of legal claims and other liabilities that may have a material adverse
effect on our results of operations and financial condition.
  Our tax liabilities may substantially increase if the tax laws and regulations in the countries in
which we operate change or become subject to adverse interpretations or inconsistent enforcement.
  14




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Our operations are subject to risks and uncertainties relating to international conflicts and
terrorism.
  Our largest shareholder has significant influence over transactions requiring shareholder approval.
  
 Item 4.
    
    Information on the Company
 A. History and development of the company
 
   15




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
    
    October 2005, we merged with entities operating certain of the recycling
businesses of Hugo Neu Corporation, or Hugo Neu, in the United States;
 
    
    December 2006, we acquired Cymru Metals Recycling in the United Kingdom;
 
    
    January 2007, we acquired the operating assets of Menzies Metals Recycling in
Australia;
 
    
    August 2007, we acquired the operating assets of McInerney Metals in
Australia;
 
    
    September 2007, we were a party to the creation of a joint venture with Adams
Steel LLC in the United States, named SA Recycling;
 
    
    October 2007, we acquired the operating assets of ER Coley (Steel) in the
United Kingdom;
 
    
    May 2008, SA Recycling acquired Pacific Coast Recycling, LLC in the United
States;
 
    
    June 2008, we acquired the operating assets of Evans and Mondon Limited in the
United Kingdom;
 
    
    September 2008, SA Recycling acquired a 70% interest in Silver Dollar
Recycling in the United States;
 
    
    September 2008, we acquired the operating assets of Weinert Recycling in the
United States;
 
    
    February 2009, we acquired the operating assets of All Metal Recovery Limited
in the United Kingdom; and
 
    
    July 2009, we acquired the operating assets of Fairless Iron & Metal, LLC in
the United States.
  
    
    October 2004, we acquired the Mirec Group, or Mirec, in The Netherlands;
    
    October 2006, we acquired Metall + Recycling, or M&R, in Germany;
 
    
    February 2007, we acquired United Recycling Industries, or URI in the United
States;
 
    
    April 2007, we acquired the e-recycling assets of Noranda Recycling, or
Noranda, in the United States;
 
    
    November 2007, we acquired Trishyiraya Recycling Private Limited, or
Trishyiraya in India;
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
    
    January 2008, we acquired the operating assets of RecommIT Limited, or
RecommIT, in the United Kingdom;
 
    
    January 2008, we acquired Accu-Shred Limited in Canada;
 
    
    April 2008, we acquired Life Cycle Services, or LCS, in the United Kingdom;
 
    
    June 2008, we acquired the operating assets of Clearhouse Technology Pty Ltd,
or Clearhouse, in Australia;
 
    
    October 2008, we acquired Global Investment Recovery, Inc, or GIR, in the
United States; and
 
    
    May 2009, we acquired the operating assets of Global Environment Recycling Co.
Limited.
     B. Business overview
   17




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
    
    North America  comprising the United States of America and Canada.
 
    
    Australasia  comprising Australia, New Zealand, Papua New Guinea and Asia.
 
    
    Europe  comprising United Kingdom, Sweden, Netherlands and Germany.
  
    
    Ferrous secondary recycling  comprising the collection, processing and
trading of iron and steel secondary raw material.
 
    
    Non-ferrous secondary recycling  comprising the collection, processing and
trading of other metal alloys and residues, principally aluminum, lead, copper, zinc and
nickel bearing materials.
 
    
    Secondary processing  comprising value added process involving the melting,
refining and ingoting of certain non-ferrous metals and the reclamation and reprocessing of
plastics.
 
    
    Recycling solutions  comprising the provision of environmentally responsible
solutions for the disposal of post consumer electronic products, including IT assets
recycled for commercial customers. The Company offers fee for service business
opportunities in the environmentally responsible recycling of negative value materials
including refrigerators, electrical and electronic equipment.
  Fiscal years ended June 30,2009
    
    
    
    
    
    2008
    
    
    
    
    
    2007(in thousands)
    
    A$
    
    %
    
    A$
    
    %
    
    A$
    
    %Net sales by geography:Australasia
    
    
    1,158,619
    
    
    
    13
    %
    
    
    1,745,109
    
    
    
    23
    %
    
    
    1,465,384
    
    
    
    26
    %North America
    
    
    6,368,489
    
    
    
    74
    %
    
    
    4,607,898
    
    
    
    60
    %
    
    
    2,938,245
    
    
    
    53
    %Europe
    
    
    1,109,117
    
    
    
    13
    %
    
    
    1,312,584
    
    
    
    17
    %
    
    
    1,144,891
    
    
    
    21
    %Net sales
    
    
    8,636,225
    
    
    
    100
    %
    
    
    7,665,591
    
    
    
    100
    %
    
    
    5,548,520
    
    
    
    100
    %Net sales by product group:Ferrous metals
    
    
    6,642,694
    
    
    
    77
    %
    
    
    5,421,102
    
    
    
    71
    %
    
    
    3,587,925
    
    
    
    64
    %Non-ferrous metals
    
    
    1,193,397
    
    
    
    14
    %
    
    
    1,324,123
    
    
    
    17
    %
    
    
    1,264,402
    
    
    
    23
    %Secondary processing
    
    
    221,624
    
    
    
    2
    %
    
    
    361,159
    
    
    
    5
    %
    
    
    262,347
    
    
    
    5
    %Recycling solutions
    
    
    578,510
    
    
    
    7
    %
    
    
    559,207
    
    
    
    7
    %
    
    
    433,846
    
    
    
    8
    %Net sales
    
    
    8,636,225
    
    
    
    100
    %
    
    
    7,665,591
    
    
    
    100
    %
    
    
    5,548,520
    
    
    
    100
    %
 Metal Recycling
 Industry Overview
  18




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Our Metal Recycling Operations
    North America
  19




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Australasia
  Europe
  Marketing
   Sims Recycling Solutions
  North America
   20




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Europe
    Australasia
    21




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Secondary Processing
    Sources and Availability of Raw Materials
 Metal Recycling
  
    
    obsolete metal which is sourced from metal dealers, peddlers (individuals that
constitute Simss retail trade), auto wreckers, demolition firms, railroads and others who
generate steel or non-ferrous metals; and
 
    
    industrial generated materials which are sourced mainly from manufacturers who
generate off cuts or by-products made from steel, iron or non-ferrous metals, known as
prompt or industrial metal.
  Sims Recycling Solutions
  
    
    manufacturers of post-consumer electronic products who must comply with
specific end of life disposal requirements under legislation such as the WEEE Directive;
and
    
    the business community for remarketable, reusable or recyclable electronic and
electrical products.
  Government Regulation
  22




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Environmental Matters
   Sustainability
    23




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Seasonality
  Patents and Trademarks
  C. Organizational Structure
  D. Property, Plant and Equipment
    24




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AUSTRALASIAN SITES
 Location
    
    Leased or Owned
    
    Principal ActivitiesCanberra, Australian Capital Territory, Australia
    
    Leased
    
    metal recycling yardAlexandria, New South Wales, Australia
    
    Owned (50% interest)
    
    ARA secondary lead smelting operationMilperra, New South Wales, Australia
    
    Owned
    
    metal recycling yardSt. Marys, New South Wales, Australia
    
    Owned
    
    metal recycling yard/ shredder/Villawood, New South Wales, Australia
    
    Leased
    
    e-recycling facilityWetherill Park, New South Wales, Australia
    
    Owned
    
    metal recycling yardDarwin, Northern Territory, Australia
    
    Owned
    
    metal recycling yardGladstone, Queensland, Australia
    
    Owned
    
    metal recycling yardNorthgate, Queensland, Australia
    
    Owned
    
    metal recycling yardRocklea, Queensland, Australia
    
    Owned
    
    metal recycling yard/ shredderTownsville, Queensland, Australia
    
    Leased
    
    metal recycling yardGillman, South Australia, Australia
    
    Owned
    
    metal recycling yard/ shredderBell Bay, Tasmania, Australia
    
    Leased
    
    metal recycling yardBraeside, Victoria, Australia
    
    Leased
    
    e-recycling facilityBroadmeadows, Victoria, Australia
    
    Owned
    
    metal recycling yardBrooklyn, Victoria, Australia
    
    Owned
    
    metal recycling yard/ shredderLaverton North, Victoria, Australia
    
    Owned
    
    Secondary aluminium/ melting & processing operationLaverton North, Victoria, Australia
    
    Owned (50% interest)
    
    ARA secondary lead smelting operationMoolap, Victoria, Australia
    
    Owned
    
    Aluminium salt slag recovery plantNoble Park, Victoria, Australia
    
    Owned
    
    metal recycling yardKarratha, Western Australia, Australia
    
    Owned
    
    metal recycling yard/ feeder yardSpearwood, Western Australia, Australia
    
    Owned
    
    metal recycling yard/ shredder/ e-recyclingChristchurch, New Zealand
    
    Owned (50% interest)
    
    metal recycling yard/ shredderWellington, New Zealand
    
    Owned (50% interest)
    
    metal recycling yardAuckland, New Zealand
    
    Owned (50% interest)
    
    metal recycling yard/ shredder
 EUROPEAN SITES
 Location
    
    Leased or Owned
    
    Principal ActivitiesEuropark Nord, Sint Niklaas, Belgium
    
    Leased
    
    e-recycling facilityRathenaustrasse, Bergkamen, Germany
    
    Owned
    
    e-recycling facilityDillenburgstraat, Eindhoven, Netherlands
    
    Owned
    
    e-recycling facilitySint Janskamp, Echt, Netherlands
    
    Leased
    
    e-recycling facilityKarosserigatan, Katrineholm, Sweden
    
    Leased
    
    e-recycling facilityAvonmouth, Bristol, UK
    
    Leased
    
    metal recycling yard/dock/shredderDunkirk, Nottingham, UK
    
    Owned
    
    metal recycling yard/shredderLongside Industrial Estate, Dumfries, UK
    
    Owned
    
    e-recycling facilityLong Marston, Stratford upon Avon, UK
    
    Leased
    
    UK head office, metal recycling yard/ dense media plant/ R & D centreSouth Dock, Newport, UK
    
    Leased
    
    metal recycling yard/ dock/ shredder/ fridges processing and e-recycling facilityWimborne, Dorset, UK
    
    Owned
    
    metal recycling yard/ shredderYateley, Hants, UK
    
    Owned
    
    metal recycling yard/shredder
 25




---



##### Table of Contents



NORTH AMERICAN SITES
 Location
    
    Leased or Owned
    
    Principal ActivitiesRichmond, British Columbia, Canada
    
    Leased (50% owned joint venture)
    
    metal recycling yard/shredderBrampton, Ontario, Canada
    
    Leased
    
    e-recycling facilityBirmingham, Alabama, USA
    
    Owned
    
    metal recycling yard/shredderPhoenix, Arizona, USA
    
    Owned
    
    metal recycling yard/shredderTucson, Arizona, USA
    
    Owned
    
    metal recycling yard/shredderRichmond, California, USA
    
    Owned
    
    metal recycling yardAnaheim, California, USA
    
    Owned (50% owned joint venture)
    
    metal recycling yard/shredderBakersfield, California, USA
    
    Owned (50% owned joint venture)
    
    metal recycling yard/shredderFontana, California, USA
    
    Owned (50% owned joint venture)
    
    metal recycling yardHayward, California USA
    
    Leased
    
    e-recycling facilityLong Beach, California, USA
    
    Leased (50% owned joint venture)
    
    metal recycling yardRedwood City, California, USA
    
    Leased
    
    metal recycling yard/ shredderRoseville, California, USA
    
    Leased
    
    e-recycling facilitySacramento, California, USA
    
    Leased
    
    metal recycling yardSan Jose, California, USA
    
    Leased
    
    metal recycling yardSun Valley, California, USA
    
    Leased (50% owned joint venture)
    
    metal recycling yardTerminal Island, California, USA
    
    Leased (50% owned joint venture)
    
    metal recycling yard/ shredderDenver, Colorado, USA
    
    Owned
    
    metal recycling yard/ shredderHartford, Connecticut, USA
    
    Leased
    
    metal recycling yardNorth Haven, Connecticut, USA
    
    Owned
    
    metal recycling yard/ shredderBedford Park, Illinois, USA
    
    Owned
    
    metal recycling yardChicago, Illinois, USA
    
    Owned
    
    metal recycling yard/ shredderFranklin Park, Illinois, USA
    
    Owned
    
    precious metal refiningWest Chicago, Illinois, USA
    
    Leased
    
    e-recycling facilityEast Chicago, Indiana, USA
    
    Owned
    
    metal recycling yardDetroit, Michigan, USA
    
    Owned
    
    metal recycling yardGreenville, Mississippi, USA
    
    Leased
    
    metal recycling yard/ shredderSherman, Mississippi, USA
    
    Owned
    
    metal recycling yardPort of Albany, New York, USA
    
    Leased
    
    metal recycling yardLas Vegas, Nevada, USA
    
    Owned (50% owned joint venture)
    
    metal recycling yard/shredderClaremont Pier, Jersey
City, New Jersey, USA
    
    Owned
    
    metal recycling yard/ shredderNewark, New Jersey, USA
    
    Owned
    
    metal recycling yard/shredderPort of Newark, Newark, New Jersey, USA
    
    Leased
    
    stevedoringDefiance, Ohio, USA
    
    Owned
    
    metal recycling yardElizabeth, Pennsylvania, USA
    
    Owned
    
    metal recycling yardMorrisville, Pennsylvania,  USA
    
    Owned
    
    metal recycling yard/shredderLa Vergne, Tennessee, USA
    
    Leased
    
    e-recycling facility
 26




---



##### Table of Contents



Location
    
    Leased or Owned
    
    Principal ActivitiesMemphis, Tennessee, USA
    
    Owned
    
    metal recycling yard/ shredderNashville, Tennessee, USA
    
    Owned (50% owned joint venture)
    
    metal recycling yard/ shredderHouston, Texas, USA
    
    Owned
    
    metal recycling yardSalt Lake City, Utah, USA
    
    Owned
    
    metal recycling yard/ shredderChesapeake, Virginia, USA
    
    Owned
    
    metal recycling yard/ shredderRichmond, Virginia, USA
    
    Owned
    
    metal recycling yard/ shredderPetersburg, Virginia, USA
    
    Leased
    
    metal recycling yard/ shredder
  
 Item 4A.
    
    Unresolved Staff Comments
  
 Item 5.
    
    Operating and Financial Review and Prospects
 A. Operating results
    Principal factors affecting our Results of Operations
   27




---



##### Table of Contents



Recent Developments
  Critical Accounting Policies
  28




---



##### Table of Contents



Recently issued accounting pronouncements
  Results of Operations
 Comparability
and change in accounting policy
  Fiscal 2009 compared with fiscal 2008
   2009(in thousands)
    
    A$Goodwill impairment charge
    
    
    191,094Write-down of inventory to net realizable value
    
    
    119,418Sarbanes-Oxley related professional fees1,8
    
    
    9,661Withdrawal liability related to a multi-employer pension
plan2,8
    
    
    3,422Impairment provisions for trade receivables3,8
    
    
    23,678Professional fees and other costs incurred in connection
with Fairless Iron & Metal acquisition4,8
    
    
    2,541Severance8
    
    
    5,481Loss on sale of subsidiaries5,8
    
    
    2,577Asset impairments and yard closure costs6,8
    
    
    13,669Merger costs7,8
    
    
    4,048
 
 1
    
    Represents external professional fees related to the compliance with Section 404 of
the Sarbanes-Oxley Act of 2002 (United States). 29




---



##### Table of Contents



2
    
    Represents a termination liability associated with the withdrawal from a
multi-employer pension plan in the United States.3
    
    Represents provisions recorded for trade debtors for which the Group believes
collectibility is in doubt.4
    
    The acquisition of Fairless Iron & Metal was completed on July 3, 2009. As a result,
the Group has applied the transitional principles consistent with the revised AASB 3 whereby
transaction costs are expensed for all acquisitions prospectively from July 1, 2009.5
    
    Represents the loss on sale of Tyrecycle.6
    
    Amounts represent the write-down of equipment as a result of asset retirements and
rationalization, write-down of an investment and costs related to yard closures.7
    
    Merger costs include integration bonuses, retention incentives and other costs
associated with the post merger rationalization of the Sims Metal Management Limited and Metal
Management businesses.8
    
    These amounts are reflected in other expenses in the table below.   Fiscal years ended June 30,2009
    
    %of
    
    2008
    
    %of
    
    %A$
    
    Sales
    
    A$
    
    Sales
    
    Change(in thousands, except percentage data)Total revenue
    
    
    8,641,010
    
    
    
    100
    
    
    
    7,670,536
    
    
    
    100
    
    
    
    13Cost of materials and freight
    
    
    (7,191,933
    )
    
    
    (84
    )
    
    
    (6,103,252
    )
    
    
    (80
    )
    
    
    18Depreciation and amortization
    
    
    (170,820
    )
    
    
    (2
    )
    
    
    (95,086
    )
    
    
    (1
    )
    
    
    80Finance costs
    
    
    (21,508
    )
    
    
    (0
    )
    
    
    (34,374
    )
    
    
    0
    
    
    
    (37
    )Income from equity accounted
investments
    
    
    60,808
    
    
    
    1
    
    
    
    64,573
    
    
    
    1
    
    
    
    (6
    )Goodwill impairment charge
    
    
    (191,094
    )
    
    
    (2
    )
    
    
    (3,349
    )
    
    
    0
    
    
    
    n/aOther expenses
    
    
    (1,248,625
    )
    
    
    (15
    )
    
    
    (838,445
    )
    
    
    (11
    )
    
    
    49(Loss)/profit before income tax
    
    
    (122,162
    )
    
    
    (2
    )
    
    
    660,603
    
    
    
    9
    
    
    
    (118
    )Income tax expense
    
    
    (28,133
    )
    
    
    0
    
    
    
    (220,505
    )
    
    
    (3
    )
    
    
    (87
    )(Loss)/profit after tax
    
    
    (150,295
    )
    
    
    (2
    )
    
    
    440,098
    
    
    
    6
    
    
    
    (134
    )
     30




---



##### Table of Contents



Results by segments
  31




---



##### Table of Contents



Fiscal years ended June 30,2009
    
    
    
    
    
    2008(in thousands)
    
    A$
    
    %
    
    A$
    
    %Sales by geography:Australasia
    
    
    1,158,619
    
    
    
    13
    
    
    
    1,745,109
    
    
    
    23North America
    
    
    6,368,489
    
    
    
    74
    
    
    
    4,607,898
    
    
    
    60Europe
    
    
    1,109,117
    
    
    
    13
    
    
    
    1,312,584
    
    
    
    17Total sales
    
    
    8,636,225
    
    
    
    
    
    
    
    7,665,591Other revenue
    
    
    4,785
    
    
    
    0
    
    
    
    4,945
    
    
    
    0Total revenue
    
    
    8,641,010
    
    
    
    100
    
    
    
    7,670,536
    
    
    
    100Sales by product:Ferrous metals
    
    
    6,642,694
    
    
    
    77
    
    
    
    5,421,102
    
    
    
    71Non-ferrous metals
    
    
    1,193,397
    
    
    
    14
    
    
    
    1,324,123
    
    
    
    17Secondary processing
    
    
    221,624
    
    
    
    2
    
    
    
    361,159
    
    
    
    5Recycling solutions
    
    
    578,510
    
    
    
    7
    
    
    
    559,207
    
    
    
    7Net sales
    
    
    8,636,225
    
    
    
    100
    
    
    
    7,665,591
    
    
    
    100EBIT by geography:Australasia
    
    
    18,696
    
    
    
    (18
    )
    
    
    182,364
    
    
    
    26North America
    
    
    (88,545
    )
    
    
    86
    
    
    
    415,726
    
    
    
    60Europe
    
    
    (33,077
    )
    
    
    32
    
    
    
    94,011
    
    
    
    14Total EBIT
    
    
    (102,926
    )
    
    
    100
    
    
    
    692,101
    
    
    
    100Reconciliation:Total EBIT
    
    
    (102,926
    )
    
    
    
    
    
    
    692,101Interest income
    
    
    2,272
    
    
    
    
    
    
    
    2,876Finance costs
    
    
    (21,508
    )
    
    
    
    
    
    
    (34,374
    )(Loss)/profit before income tax
    
    
    (122,162
    )
    
    
    
    
    
    
    660,603
 Australasia
   North America
   32




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##### Table of Contents



Europe
  Sales by Product Group
     Fiscal 2008 compared with fiscal 2007
  Fiscal years ended June 30,2008
    
    %of
    
    2007
    
    %of
    
    %A$
    
    Sales
    
    A$
    
    Sales
    
    Change(in thousands, except percentage data)Total revenue
    
    
    7,670,536
    
    
    
    100
    
    
    
    5,550,897
    
    
    
    100
    
    
    
    38Cost of materials and freight
    
    
    (6,103,252
    )
    
    
    (80
    )
    
    
    (4,387,432
    )
    
    
    (79
    )
    
    
    39Depreciation and amortization
    
    
    (95,086
    )
    
    
    (1
    )
    
    
    (74,453
    )
    
    
    (1
    )
    
    
    28Finance costs
    
    
    (34,374
    )
    
    
    (0
    )
    
    
    (30,405
    )
    
    
    (1
    )
    
    
    13Income from equity accounted
investments
    
    
    64,573
    
    
    
    1
    
    
    
    7,030
    
    
    
    0
    
    
    
    819Other expenses
    
    
    (841,794
    )
    
    
    (11
    )
    
    
    (708,748
    )
    
    
    (13
    )
    
    
    19Profit before income tax
    
    
    660,603
    
    
    
    9
    
    
    
    356,889
    
    
    
    6
    
    
    
    85Income tax expense
    
    
    (220,505
    )
    
    
    (3
    )
    
    
    (116,951
    )
    
    
    (2
    )
    
    
    89Profit after tax
    
    
    440,098
    
    
    
    6
    
    
    
    239,938
    
    
    
    4
    
    
    
    83
  33




---



##### Table of Contents



34




---



##### Table of Contents



Results by segments
  Fiscal years ended June 30,2008
    
    
    
    
    
    2007(in thousands)
    
    A$
    
    %
    
    A$
    
    %Sales by geography:Australasia
    
    
    1,745,109
    
    
    
    23
    
    
    
    1,465,384
    
    
    
    26North America
    
    
    4,607,898
    
    
    
    60
    
    
    
    2,938,245
    
    
    
    53Europe
    
    
    1,312,584
    
    
    
    17
    
    
    
    1,144,891
    
    
    
    21Total sales
    
    
    7,665,591
    
    
    
    
    
    
    
    5,548,520Other revenue
    
    
    4,945
    
    
    
    0
    
    
    
    2,377
    
    
    
    0Total revenue
    
    
    7,670,536
    
    
    
    100
    
    
    
    5,550,897
    
    
    
    100Sales by product:Ferrous metals
    
    
    5,421,102
    
    
    
    71
    
    
    
    3,587,925
    
    
    
    64Non-ferrous metals
    
    
    1,324,123
    
    
    
    17
    
    
    
    1,264,402
    
    
    
    23Secondary processing
    
    
    361,159
    
    
    
    5
    
    
    
    262,347
    
    
    
    5Recycling solutions
    
    
    559,207
    
    
    
    7
    
    
    
    433,846
    
    
    
    8Net sales
    
    
    7,665,591
    
    
    
    100
    
    
    
    5,548,520
    
    
    
    100EBIT by geography:Australasia
    
    
    182,364
    
    
    
    26
    
    
    
    154,183
    
    
    
    40North America
    
    
    415,726
    
    
    
    60
    
    
    
    163,570
    
    
    
    43Europe
    
    
    94,011
    
    
    
    14
    
    
    
    67,177
    
    
    
    17Total EBIT
    
    
    692,101
    
    
    
    100
    
    
    
    384,930
    
    
    
    100Reconciliation:Total EBIT
    
    
    692,101
    
    
    
    
    
    
    
    384,930Interest income
    
    
    2,876
    
    
    
    
    
    
    
    2,364Finance costs
    
    
    (34,374
    )
    
    
    
    
    
    
    (30,405
    )Profit before income tax
    
    
    660,603
    
    
    
    
    
    
    
    356,889
 Australasia
   North America
  35




---



##### Table of Contents



Europe
   Sales by Product Group
     B. Liquidity and Capital Resources
 Treasury responsibilities and philosophy
   36




---



##### Table of Contents



Sources of liquidity
       37




---



##### Table of Contents



Cash Flows
 Fiscal 2009 compared with fiscal 2008
     Fiscal 2008 compared with fiscal 2007
   38




---



##### Table of Contents



C. Research and Development, Patents and Licenses
  D. Trends information
  E. Off-Balance Sheet Arrangements
  
    
    We occasionally sell a portion of our accounts receivable to a third party
under an US$35.0 million uncommitted facility agreement. At the time the receivables are
sold, the receivables are removed from our consolidated balance sheet. All credit risk
passes to the third party at the time of the assignment, such that we have no further
exposure to default by the specific trade debtors. The third party is not obliged to
accept offers of receivables and we are not obligated to make offers or pay commitment fees
to the third party. At June 30, 2009, we had utilized US$17.8 million of this facility.
 
    
    We have provided letters of credit in respect of the performance of contracts
and workers compensation insurance entered into in the ordinary course of business. At
June 30, 2009, the amount of letters of credit was A$64.3 million.
 
    
    Along with our joint venture partner in SA Recycling, we both equally
guarantee SA Recyclings lines of credit. The amount of the guarantee we currently provide
is A$83.9 million.
 39




---



##### Table of Contents



F. Tabular Disclosure of Contractual Obligations
  Payments due by periodContractual Obligations
    
    
    
    
    
    Less than
    
    1 to
    
    3 to(in thousands of A$)
    
    Total
    
    1 Year
    
    3 Years
    
    5 Years
    
    More than 5 YearsLong-term debt 1
    
    
    187,557
    
    
    
    9,641
    
    
    
    177,916
    
    
    
    
    
    
    
    Capital expenditures
    
    
    34,662
    
    
    
    34,197
    
    
    
    465
    
    
    
    
    
    
    
    Derivatives  net settled
    
    
    9,689
    
    
    
    9,689
    
    
    
    
    
    
    
    
    
    
    
    Derivatives  gross settled:Inflows
    
    
    (174,728
    )
    
    
    (174,728
    )
    
    
    
    
    
    
    
    
    
    
    Outflows
    
    
    174,790
    
    
    
    174,790
    
    
    
    
    
    
    
    
    
    
    
    Pension plan contributions 2
    
    
    5,202
    
    
    
    5,202
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    358,340
    
    
    
    69,806
    
    
    
    107,516
    
    
    
    53,163
    
    
    
    127,855Total contractual cash obligations
    
    
    595,512
    
    
    
    128,597
    
    
    
    285,897
    
    
    
    53,163
    
    
    
    127,855
 
 1
    
    Long-term debt includes interest based on the June 30, 2009 floating interest rates.2
    
    Pension plan contributions represent expected cash contributions to our defined benefit
pension plans for the year ending June 30, 2009. It is not practicable to present expected
cash contributions for subsequent years because they are determined annually on an actuarial
basis to provide for current and future benefits in accordance with federal law and other
regulations. 
 Item 6.
    
    Directors, Senior Management and Employees
 A. Directors and senior management
 Directors
  Name and Age
    
    Title
    
    Term ExpiresExecutive Directors:Daniel W. Dienst, 44
    
    Group Chief Executive Officer
    
    
    #Non-Executive Directors:Paul J. Varello, 65
    
    Chairman and Independent Non-Executive Director
    
    
    +Norman R. Bobins, 66
    
    Independent Non-Executive Director
    
    
    2011J. Michael Feeney, 63
    
    Independent Non-Executive Director
    
    
    +Masakatsu Iwanaga, 68
    
    Non-Independent, Non-Executive Director
    
    
    *Robert Lewon, 66
    
    Independent Non-Executive Director
    
    
    2011Paul K. Mazoudier, 67
    
    Independent Non-Executive Director
    
    
    *Gerald E. Morris, 77
    
    Independent Non-Executive Director
    
    
    2011Christopher J. Renwick, 66
    
    Independent Non-Executive Director
    
    
    2010
 
 #
    
          Under our constitution, the Group Chief Executive Officer does not have a term limit.*
    
          Messrs. Iwanaga and Mazoudier will be retiring at the conclusion of the Annual General Meeting,
or AGM, on November 20,           2009.+
    
          Messrs. Varello and Feeney will be standing for re-election as Independent Non-Executive
Directors at our AGM on November 20,           2009. 40




---



##### Table of Contents



Daniel W. Dienst
  Paul J. Varello
  Norman R. Bobins
  J Michael Feeney
  Masakatsu Iwanaga
  Robert Lewon
  41




---



##### Table of Contents



Paul K. Mazoudier
  Gerald E. Morris
  Christopher J. Renwick
  Former Directors
 Jeremy L. Sutcliffe
  Ross B. Cunningham
  42




---



##### Table of Contents



John T. DiLacqua
  Executive Officers
  Name and Age
    
    TitleRobert Larry, 48
    
    Group Chief Financial OfficerGraham Davy, 44
    
    CEO  European Metals and Sims Recycling Solutions  Global OperationsRobert Kelman, 46
    
    President  Commercial, North AmericaDarron McGree, 62
    
    Managing Director  Australia and New ZealandAlan Ratner, 58
    
    President  Operations, North America
 Robert Larry
  Graham Davy
  Robert Kelman
  Darron McGree
  Alan Ratner
  Former Executive Officers
 Tom Bird
  B. Compensation
  Director Compensation
  43




---



##### Table of Contents



NED fees in A$ (effective July 1, 2008)Base fee (Chairman)
    
    
    433,200Base fee (Non-executive Director)
    
    
    195,600Chairman Risk, Audit & Compliance Committee
    
    
    60,000Chairman Safety, Health, Environment & Community Committee
    
    
    30,000Chairman Remuneration Committee
    
    
    30,000Chairman Finance & Investment Committee
    
    
    30,000Chairman Nomination/Governance Committee
    
    
    
     44




---



##### Table of Contents



Short-term
    
    
    
    
    
    
    
    
    
    Share-basedbenefits
    
    Post-employment benefits
    
    paymentsSuper-
    
    Retirement
    
    NED ShareName
    
    Cash Fees4
    
    annuation
    
    benefits
    
    Plan
    
    Total(in A$)P Varello1
    
    
    284,897
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    284,897N Bobins1
    
    
    284,897
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    284,897J DiLacqua1,2
    
    
    87,768
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,768M Feeney
    
    
    173,504
    
    
    
    17,389
    
    
    
    21,096
    
    
    
    19,708
    
    
    
    231,697M Iwanaga3
    
    
    293,526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    293,526R Lewon1
    
    
    247,013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    247,013P Mazoudier
    
    
    397,432
    
    
    
    35,769
    
    
    
    45,636
    
    
    
    
    
    
    
    478,837G Morris1
    
    
    322,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    322,782C Renwick
    
    
    167,351
    
    
    
    18,628
    
    
    
    
    
    
    
    39,622
    
    
    
    225,601
 
 1
    
    Messrs. Bobins, DiLacqua, Lewon, Morris and Varello are residents of the United States and
receive their payments in US dollars.2
    
    Mr. DiLacqua retired from the Board on November 21, 2008.3
    
    Mr. Iwanaga is a resident of Japan and receives his payments in Japanese Yen.4
    
    Figure shown is after fee sacrifice to either superannuation and/or NED Share Plan. Executive Officer Compensation
  Share-Superannu-
    
    Other
    
    
    
    
    
    basedCash
    
    
    
    
    
    ation/retirement
    
    long-term
    
    Termination
    
    pay-Name
    
    Salary1
    
    Bonus
    
    Other2
    
    benefits
    
    benefits3
    
    benefits
    
    ments4
    
    Total(in A$)D Dienst5
    
    
    1,328,038
    
    
    
    2,665,438
    
    
    
    195,796
    
    
    
    
    
    
    
    15,915
    
    
    
    
    
    
    
    1,357,334
    
    
    
    5,562,521J Sutcliffe6
    
    
    1,347,284
    
    
    
    2,630,160
    
    
    
    144,071
    
    
    
    219,798
    
    
    
    43,554
    
    
    
    
    
    
    
    (613,272
    )
    
    
    3,771,595R Cunningham7
    
    
    255,915
    
    
    
    192,545
    
    
    
    2,809
    
    
    
    51,550
    
    
    
    26,437
    
    
    
    3,130,316
    
    
    
    364,243
    
    
    
    4,023,815T Bird5, 8
    
    
    451,112
    
    
    
    272,664
    
    
    
    41,441
    
    
    
    42,631
    
    
    
    28,229
    
    
    
    
    
    
    
    476,240
    
    
    
    1,312,317G Davy5
    
    
    584,198
    
    
    
    440,969
    
    
    
    41,441
    
    
    
    42,631
    
    
    
    
    
    
    
    
    
    
    
    765,199
    
    
    
    1,874,438R Kelman5
    
    
    835,875
    
    
    
    1,221,782
    
    
    
    43,031
    
    
    
    15,373
    
    
    
    
    
    
    
    
    
    
    
    682,840
    
    
    
    2,798,901R Larry5
    
    
    835,875
    
    
    
    417,938
    
    
    
    50,068
    
    
    
    
    
    
    
    15,915
    
    
    
    
    
    
    
    398,833
    
    
    
    1,718,629D McGree
    
    
    536,651
    
    
    
    315,870
    
    
    
    17,513
    
    
    
    105,772
    
    
    
    20,379
    
    
    
    
    
    
    
    578,093
    
    
    
    1,574,278A Ratner5
    
    
    835,875
    
    
    
    1,434,696
    
    
    
    36,683
    
    
    
    
    
    
    
    15,915
    
    
    
    
    
    
    
    1,098,471
    
    
    
    3,421,640
 
 1
    
    Cash salary includes amounts sacrificed in lieu of other benefits at the discretion of the
individual.2
    
    Other short-term benefits include auto allowances, health and life insurance benefits, and
amounts accrued for annual leave during the period. The amount for Mr. Dienst also includes
payments for personal security.3
    
    Other long-term benefits include amounts accrued for cash-based long term incentive plans,
long-service leave and deferred compensation plans.4
    
    Share-based payments represent the accounting expense (as computed pursuant to AASB 2,
Share-based Payments) recognized by us for share-based awards. Certain share-based awards
made in the 2007 and 2008 fiscal years only vest upon satisfaction of non-market based
performance hurdles. These performance hurdles are not expected to be achieved and therefore
previously recognized share-based payments have been reversed in the 2009 fiscal year and
results in a reduction in total 2009 remuneration for the impacted individuals.5
    
    Messrs. Dienst, Kelman, Larry and Ratner are residents of the United States and receive
their cash payments in US dollars. Messrs. Bird and Davy are residents of the United Kingdom
and receive their cash payments in pound sterling.6
    
    Mr. Sutcliffes employment was terminated by way of redundancy on August 26, 2009.7
    
    Mr. Cunningham retired on November 21, 2008. Termination benefits represent payments for
severance, but do not include payments for unused leave as these accruals were previously
disclosed as remuneration. In addition, share-based payments for Mr. Cunningham in 2009
represent the acceleration of expense for awards which have not yet vested, but contain
good-leaver provisions.8
    
    Mr. Bird resigned on August 17, 2009. 45




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##### Table of Contents



Short-term Incentive Plan (STI Plan)
    Integration bonuses
   Share-based Plan Awards
  46




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##### Table of Contents



Number
    
    Exercise
    
    ExpiryName
    
    Grant date
    
    granted
    
    price
    
    dateOrdinary shares (A$)J Sutcliffe1
    
    November 24, 2008
    
    
    135,435
    
    
    $
    13.11
    
    
    November 24, 2015T Bird2
    
    April 2, 2009
    
    
    39,347
    
    
    $
    17.79
    
    
    April 2, 2016G Davy
    
    April 2, 2009
    
    
    48,950
    
    
    $
    17.79
    
    
    April 2, 2016D McGree
    
    April 2, 2009
    
    
    47,534
    
    
    $
    17.79
    
    
    April 2, 2016ADS (US$)D Dienst
    
    November 24, 2008
    
    
    181,654
    
    
    $
    8.39
    
    
    November 24, 2015R Kelman
    
    April 2, 2009
    
    
    87,664
    
    
    $
    12.19
    
    
    April 2, 2016R Larry
    
    April 2, 2009
    
    
    109,580
    
    
    $
    12.19
    
    
    April 2, 2016A Ratner
    
    April 2, 2009
    
    
    87,664
    
    
    $
    12.19
    
    
    April 2, 2016
 
 1
    
    Mr. Sutcliffes agreement was terminated by way of redundancy on August 26, 2009. As a
result of
good-leaver provisions in the option agreement, he will continue to vest in the option grant.2
    
    Mr. Bird resigned on August 17, 2009 and as a result, the above award was forfeited.  Date of
    
    Number ofName
    
    Grant
    
    RightsD Dienst
    
    November 24, 2008
    
    
    61,092J Sutcliffe1
    
    November 24, 2008
    
    
    44,440T Bird2
    
    April 2, 2009
    
    
    14,720G Davy
    
    April 2, 2009
    
    
    18,312R Kelman
    
    April 2, 2009
    
    
    38,580R Larry
    
    April 2, 2009
    
    
    48,225D McGree
    
    April 2, 2009
    
    
    16,313A Ratner
    
    April 2, 2009
    
    
    38,580
 
 1
    
    Mr. Sutcliffes agreement was terminated by way of redundancy on August 26,
2009. As a result of
good-leaver provisions in the performance right agreement, he will continue to vest in the
performance right grant.2
    
    Mr. Bird resigned on August 17, 2009 and as a result, the above award was
forfeited.  C. Board Practices
   47




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##### Table of Contents



Committees of the Board
  Remuneration Committee
   Risk, Audit & Compliance Committee
    Safety, Health, Environment & Community Committee
   
    
    Following receipt of a recommendation from the Sims SHEC Executive
Committee, recommend to the Board for adoption the SHEC standards and policy across
Sims global business.
 
    
    Monitor and review reports from the Sims SHEC Executive Committee on the
effectiveness of the SHEC standards, policy and management systems across Sims global
business.
 
    
    Liaise with and receive advice from the Sims SHEC Executive Committee on
key SHEC issues.
 48




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##### Table of Contents




    
    Report to the Board on key SHEC issues.
 Nomination/Governance Committee
   Finance & Investment Committee
   D. Employees
  As of June 30,2009
    
    2008
    
    2007Australasia
    
    
    945
    
    
    
    1,099
    
    
    
    985North America
    
    
    3,248
    
    
    
    3,574
    
    
    
    1,414Europe
    
    
    1,340
    
    
    
    1,312
    
    
    
    1,024Total employees
    
    
    5,533
    
    
    
    5,985
    
    
    
    3,423
     E. Share ownership
  49




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##### Table of Contents



Item 7.
    
    Major Shareholders and Related Party Transactions
 A. Major shareholders
  Principal Beneficial Shareholders
    
    Number of Shares
    
    PercentageMitsui Raw Materials Development Pty Limited
    
    
    34,649,903
    
    
    
    19.00
    %M & G Investment Funds
    
    
    21,968,173
    
    
    
    12.05
    %Legg Mason Asset Management Limited
    
    
    13,892,429
    
    
    
    7.62
    %
  Principal Registered Shareholders
    
    Number of Shares
    
    PercentageNational Nominees Limited
    
    
    34,685,055
    
    
    
    19.02
    %Mitsui Raw Materials Development Pty Limited
    
    
    33,486,787
    
    
    
    18.36
    %HSBC Custody Nominees (Australia) Limited
    
    
    31,222,919
    
    
    
    17.12
    %J.P. Morgan Nominees Australia Limited
    
    
    19,876,791
    
    
    
    10.90
    %
   B. Related party transactions
  C. Interests of experts and counsel
  50




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##### Table of Contents



Item 8.
    
    Financial Information
 A. Consolidated Statements and Other Financial Information
  Export Sales
  Legal Proceedings
  Dividend Policy
      B. Significant Changes
  51




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##### Table of Contents



Item 9.
    
    The Offer and Listing
 A. Offer and Listing Details
   ASX Price
    
    NYSE Priceper share A$
    
    per share US$High
    
    Low
    
    High
    
    LowYear ended June 30, 2009:First Quarter
    
    
    43.20
    
    
    
    27.22
    
    
    
    41.49
    
    
    
    20.00Second Quarter
    
    
    29.99
    
    
    
    10.68
    
    
    
    23.37
    
    
    
    6.97Third Quarter
    
    
    20.61
    
    
    
    14.44
    
    
    
    14.87
    
    
    
    9.39Fourth Quarter
    
    
    27.19
    
    
    
    16.90
    
    
    
    22.78
    
    
    
    11.90Year ended June 30, 2008:First Quarter
    
    
    34.28
    
    
    
    23.59
    
    
    
    n/a
    
    
    
    n/aSecond Quarter
    
    
    32.40
    
    
    
    25.05
    
    
    
    n/a
    
    
    
    n/aThird Quarter
    
    
    34.67
    
    
    
    24.00
    
    
    
    31.12
    
    
    
    23.70Fourth Quarter
    
    
    42.41
    
    
    
    29.62
    
    
    
    40.99
    
    
    
    27.25Year ended June 30, 2007
    
    
    28.65
    
    
    
    22.62
    
    
    
    n/a
    
    
    
    n/aYear ended June 30, 2006
    
    
    20.60
    
    
    
    14.03
    
    
    
    n/a
    
    
    
    n/aYear ended June 30, 2005
    
    
    19.25
    
    
    
    11.36
    
    
    
    n/a
    
    
    
    n/aMost recent six months:October 2009
    
    
    24.00
    
    
    
    19.38
    
    
    
    22.11
    
    
    
    17.11September 2009
    
    
    24.40
    
    
    
    22.21
    
    
    
    21.02
    
    
    
    18.57August 2009
    
    
    27.98
    
    
    
    22.10
    
    
    
    23.74
    
    
    
    19.07July 2009
    
    
    29.15
    
    
    
    23.28
    
    
    
    23.52
    
    
    
    18.21June 2009
    
    
    27.19
    
    
    
    22.37
    
    
    
    22.78
    
    
    
    17.75May 2009
    
    
    23.75
    
    
    
    19.88
    
    
    
    18.83
    
    
    
    14.69
 B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  52




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##### Table of Contents



F. Expenses of the Issue
  
 Item 10.
    
    Additional Information
 A. Share Capital
  B. Memorandum and Articles of Association
 General
   Directors
     53




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Rights and Restrictions on Classes of Shares
   Dividend Rights
   54




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Voting Rights
    Preemptive Rights
  Liability to Further Calls
     Liquidation Rights
  55




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Annual General Meetings and General Meetings of Shareholders
    Foreign Ownership Regulation
  Restrictions on Takeovers
    Ownership Threshold
  56




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##### Table of Contents



C. Material Contracts
  Acquisition of Metal Management, Inc.
  Primary Credit Facilities Provided by CBA, WBC and BOA
 D. Exchange Controls
  
    
    withholding for Australian tax due in respect of dividends (to the extent they
are unfranked) and interest and royalties paid to non-residents of Australia; and
    
    a requirement for approval from the Reserve Bank of Australia or in some cases
the Minister for Foreign Affairs for certain payments or dealings in or out of Australia to
or on behalf of:
 
    
    members of the previous government of Iraq, its senior officials and
their immediate families;
    
    certain supporters of the former government of the Federal Republic of
Yugoslavia;
    
    the Taliban or any undertaking owned or controlled directly or
indirectly by the Taliban and certain other named terrorist organizations and
individuals;
    
    certain ministers and senior officials of the Government of
Zimbabwe;
    
    certain Burmese regime figures and supporters;
    
    certain entities associated with North Korea; or
    
    certain entities and persons associated with Iran.
    E. Taxation
 Australian taxation
  57




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Taxation of dividends
          58




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Gain or loss on disposition of shares
  Capital Account
  (a)
    
    the shares are held as part of a trade or business conducted through a
permanent establishment in Australia; or
 (b)
    
    the shareholder and its associates hold (or have held the shares for a 12 month
period during the last 24 months) an interest of 10% or more in the issued capital of
the company and more than 50% of the companys assets relate to Australian real
property.
  Individual Investor
  
    
    taxed on any capital gain after allowing for cost base indexation up to September 30,
1999 (essentially when indexation ceased) where the shares have been held for at least 12
months (i.e. the difference between the disposal price and the original cost indexed for
inflation over the period to September 30, 1999); and
 
    
    taxed on 50% of the actual capital gain (without adjustment for inflation indexation)
where the shares have been held for at least 12 months.
   Corporate Investor
   Revenue Account
  59




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##### Table of Contents



(a)
    
    If the United States investor holds the shares as part of a trade or business conducted
through a permanent establishment in Australia, any profit on disposal would be assessable
and subject to ordinary income tax. (Any losses on disposal may constitute an allowable
deduction.)
 (b)
    
    If the United States investor does not hold the shares as part of a trade or business
conducted through a permanent establishment in Australia, then the Tax Treaty should
operate to ensure that the taxing of any profits arising on the sale of shares should only
occur in the United States even if the source of that profit is Australian. The only
exception is if the profits are in respect of the disposal of shares which consist wholly
or principally of real property situated in Australia in which case Australia will have
taxing rights under the Tax Treaty.
    United States Federal taxation
   
    
    a citizen or resident of the United States;
    
    a domestic corporation;
    
    an estate whose income is subject to United States federal income tax regardless of its
source; or
    
    a trust if a United States court can exercise primary supervision over the trusts
administration and one or more United States persons are authorized to control all
substantial decision of the trust.
 Taxation of dividends
  60




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Taxation of capital gains
  Passive foreign investment company
  61




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62




---



##### Table of Contents



Information reporting and backup withholding
    F. Dividends and Paying Agents
  63




---



##### Table of Contents



G. Statements by Experts
  H. Documents on Display
  I. Subsidiary Information
  
 Item 11.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 12.
    
    Description of Securities Other than Equity Securities
  
 PART II
 
 Item 13.
    
    Defaults, Dividend Arrearages and Delinquencies
  
 Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15.
    
    Controls and Procedures
 Disclosure Controls and Procedures
  64




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
    Changes in Internal Control over Financial Reporting
    65




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##### Table of Contents




    
    Defined clear roles and responsibilities and enhanced training for personnel
involved in the entity level control processes.
    
    Implemented standard accounting policies related to estimates involving
significant management judgments, as well as other financial reporting areas.
    
    Expanded our corporate accounting and tax departments and have staffed these
departments with individuals that have a thorough understanding of IFRS and the accounting
for income taxes.
    
    Implemented procedures whereby all complex routine and non-routine
transactions, such as business combinations and accounting for deferred income taxes, are
reviewed by senior management and accurately accounted for in accordance with IFRS.
   
 Item 16A.
    
    Audit Committee Financial Expert
  
 Item 16B.
    
    Code of Ethics
   
    
    honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
 
    
    full, fair, accurate, timely and understandable disclosure in reports and documents
that the we file with, or submit to, the ASX, the NYSE, the SEC and in other public
communications made by us;
 
    
    compliance with applicable governmental laws, rules and regulations;
 
    
    prompt internal reporting to the persons identified in the Code of Conduct of
violations; and
 
    
    accountability for adherence to the Code of Conduct.
  66




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##### Table of Contents



www.simsmm.com
 
 Item 16C.
    
    Principal Accountant Fees and Services
    
 Item 16D.
    
    Exemptions from the Listing Standards for Audit Committees
  
 Item 16E.
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16F.
    
    Change in Registrants Certifying Accountant
  
 Item 16G.
    
    Corporate Governance
   
    
    we do not schedule regular sessions where NEDs meet without management participation
other than in the case of the Risk, Audit and Compliance Committee; however, the NEDs
are free to meet amongst themselves as they choose;
 
    
    the Remuneration Committee charter does not include a mandate to review and approve
the corporate goals and objectives relevant to Group Chief Executive Officer
compensation (this responsibility rests with the Board), to specify the qualifications
of its members or its reporting obligations to the Board. It also does not include a
mandate to report on executive
 67




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##### Table of Contents



officer compensation (such disclosure is made in the
remuneration report in our annual reports), to give the Remuneration Committee sole
authority to retain and terminate a search firm or to approve a consultants fees and
other retention terms (although the Remuneration Committee is authorized to obtain
professional advice on any matters within its charter); and
 
    
    we do not have corporate governance guidelines with respect to the procedure for how
a director may access management, director compensation information (however, such
disclosure is made in the remuneration report in our annual reports) or director
orientation and continuing education.
 
 PART III
 
 Item 17.
    
    Financial Statements
  
 Item 18.
    
    Financial Statements
  Consolidated Financial Statements  Sims Metal Management Limited
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Income Statements
    
    
    F-2Balance Sheets
    
    
    F-3Statements of Recognized Income and Expense
    
    
    F-4Cash Flow Statements
    
    
    F-5Notes to the Financial Statements
    
    
    F-7
 Consolidated Financial Statements  SA Recycling, LLC and Subsidiaries
 Report of Independent Registered Public Accounting Firm
    
    
    F-80Consolidated Balance Sheets
    
    
    F-81Consolidated Statements of Operations
    
    
    F-82Consolidated Statements of Changes in Members Equity
    
    
    F-83Consolidated Statements of Cash Flows
    
    
    F-84Notes to Consolidated Financial Statements
    
    
    F-85
 
 Item 19.
    
    Exhibits
 
 Exhibit Index
 ExhibitNumber
    
    Description1.1
    
    Constitution of the Registrant (incorporated by reference to Exhibit 3.1 on Form F-4 filed on
November 28, 2007).2.1
    
    Form of Deposit Agreement among the Registrant, The Bank of New York, as the depositary, and
all owners and holders from time to time of American Depositary Shares issued thereunder
(incorporated by reference to Exhibit 4.1 on Form F-4/A filed on February 8, 2008).
 68




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##### Table of Contents



ExhibitNumber
    
    Description2.2
    
    Top-Up Deed, dated April 2, 2007, by and between the Registrant and Votraint No. 1652 Pty
Limited (Mitsui) (incorporated by reference to Exhibit 4.2 on Form F-4 filed on November 28,
2007).2.3
    
    Amendment Deed, dated November 27, 2007, by and between the Registrant and Mitsui Raw
Materials Development Pty Limited (incorporated by reference to Exhibit 4.3 on Form F-4 filed
on November 28, 2007).4.1
    
    Agreement and Plan of Merger dated as of September 24, 2007, between and among the
Registrant, MMI Acquisition Corporation and Metal Management, Inc. (incorporated by reference
to Appendix A on Form F-4 filed on November 28, 2007).4.2
    
    Rules of the Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.1 on Form
F-4 filed on November 28, 2007).4.3
    
    Executive Long Term Incentive Plan
Rules (incorporated by reference to Exhibit 10.2 on Form
F-4 filed on November 28, 2007).4.4
    
    Long Term Incentive Plan Rules, as amended October 23, 2008 (incorporated by reference to
Exhibit 4.5 on Form S-8 filed on January 23, 2009).4.5
    
    Sims Group Limited Transition Incentive Stock Plan (incorporated by reference to Exhibit 10.1
on Form S-8 filed on March 14, 2008).4.6
    
    Employment Agreement, dated January 8, 2007, by and between the Registrant and Graham Davy
(incorporated by reference to Exhibit 10.9 on Form F-4 filed on November 28, 2007).4.7
    
    Employment Agreement, effective as of February 1, 2007, by and between the Registrant and Bob
Kelman (incorporated by reference to Exhibit 10.10 on Form F-4 filed on November 28, 2007).4.8
    
    Deed of Release, dated August 26, 2009, by and between Sims Metal Management Limited and
Jeremy Sutcliffe.4.9
    
    Employment Agreement, dated January 8, 2007, by and between the Registrant and Darron McGree
(incorporated by reference to Exhibit 10.11 on Form F-4 filed on November 28, 2007).4.10
    
    Letter Agreement, dated September 24, 2007, by and between the Registrant and Robert C. Larry
(incorporated by reference to Exhibit 10.12 on Form F-4 filed on November 28, 2007).4.11
    
    Letter Agreement, dated September 24, 2007, by and between the Registrant and Daniel W.
Dienst (incorporated by reference to Exhibit 10.13 on Form F-4 filed on November 28, 2007).4.12
    
    Operating Agreement of SA Recycling LLC, dated as of September 1, 2007, by and between Adams
Steel, LLC and Simsmetal West LLC (f/k/a Sims Hugo Neu West LLC) (incorporated by reference to
Exhibit 10.14 on Form F-4/A filed on January 17, 2008).4.13
    
    Multi-Option Facility Agreement
dated November 2, 2009 among Commonwealth Bank of Australia, Sims Metal
Management Limited, and its affiliates
listed on Schedule 1 thereto as Original Borrowers.4.14
    
    Common Terms Deed dated November 2, 2009 among
 Commonwealth Bank of Australia, Sims Metal Management Limited, and its affiliates
listed on Parts 1 and 2 of Schedule 1 thereto as Original Borrowers and
Original Guarantors, respectively.4.15
    
    Group Limit Facility dated November
2, 2009, between, amongst others, Commonwealth Bank of Australia and
Sims Metal Management Limited.4.16
    
    Multicurrency Revolving Floating Rate Cash Advance Facility, dated November
1, 2000, among Westpac Banking Corporation and Simsmetal Limited, Simsmetal Finance Limited,
Simsmetal USA Corporation, Simsmetal UK Holdings Limited and Simsmetal UK Limited
(collectively, the Parties); the Standard Terms, dated November 1, 2000, among the Parties;
and the variations to such agreements (incorporated by reference to Exhibit 4.16 on Form 20-F
filed on December 10, 2008).4.17
    
    Variation to Standard Terms dated November 2, 2009
by and among Westpac Banking Corporation, Sims Metal Management Limited and certain
of its subsidiaries
(including the Standard Terms in the Annexure thereto).4.18
    
    Amended and Restated Credit
Agreement dated as of  November 2, 2009 among Sims Group USA Holdings Corporation,
 certain of its affiliates
identified therein as Borrowers, and Bank of America, N.A.4.19
    
    Amended and Restated Deed Poll of
 Continuing Guaranty dated as of November 2, 2009 by Sims Metal
Management Limited in favor of Bank of America, N.A.
 69




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##### Table of Contents



ExhibitNumber
    
    Description8.1
    
    List of subsidiaries.12.1
    
    Certification of Group Chief Executive Officer pursuant to Rule 13 (a)  14(a) of the
Securities Exchange Act of 1934.12.2
    
    Certification of Group Chief Financial Officer pursuant to Rule 13 (a)  14(a) of the
Securities Exchange Act of 1934.13.1
    
    Certification of Group Chief Executive Officer and Group Chief Financial Officer pursuant to
Rule 13(a)  14 (b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1
    
    Consent of Independent Registered Public Accounting Firm to the incorporation of the audit report relating to Sims
Metal Management Limited and effectiveness of internal control over financial reporting of
Sims Metal Management Limited by reference in registration statements on Form S-8.15.2
    
    Consent of Independent Registered Public Accounting Firm to the incorporation of the audit report relating to SA
Recycling LLC by reference in registration statements on Form S-8.
 
 
    
    Portions of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Commission under Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. The omitted confidential material has been filed separately with the Commission. The
location of the confidential information is indicated in the exhibit with brackets and a bullet
point ([]). 
 SIGNATURES
  Sims Metal Management LimitedBy:
    /s/ Frank M. MorattiFrank M. MorattiCompany Secretary and Legal Counsel  70




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control  Integrated Framework
     
 F-1




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##### Table of Contents



Income
Statements For the year ended 30 June 2009
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008Note
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Revenue
    
    
    4
    
    
    
    8,641,010
    
    
    
    7,670,536
    
    
    
    5,550,897
    
    
    
    232,557
    
    
    
    171,678Other income
    
    
    5
    
    
    
    33,737
    
    
    
    55,667
    
    
    
    8,978
    
    
    
    
    
    
    
    Raw materials used and changes in
inventories
    
    
    9
    
    
    
    (6,272,623
    )
    
    
    (5,324,584
    )
    
    
    (3,847,254
    )
    
    
    
    
    
    
    Freight expense
    
    
    
    
    
    
    (919,310
    )
    
    
    (778,668
    )
    
    
    (540,178
    )
    
    
    
    
    
    
    Employee benefits expense
    
    
    
    
    
    
    (592,380
    )
    
    
    (404,873
    )
    
    
    (296,421
    )
    
    
    (2,733
    )
    
    
    (2,777
    )Depreciation and amortisation expense
    
    
    6
    
    
    
    (170,820
    )
    
    
    (95,086
    )
    
    
    (74,453
    )
    
    
    
    
    
    
    Repairs and maintenance expense
    
    
    
    
    
    
    (147,773
    )
    
    
    (126,192
    )
    
    
    (117,993
    )
    
    
    
    
    
    
    Other expenses
    
    
    
    
    
    
    (542,209
    )
    
    
    (363,047
    )
    
    
    (303,312
    )
    
    
    
    
    
    
    Finance costs
    
    
    
    
    
    
    (21,508
    )
    
    
    (34,374
    )
    
    
    (30,405
    )
    
    
    
    
    
    
    Goodwill impairment charge
    
    
    13
    
    
    
    (191,094
    )
    
    
    (3,349
    )
    
    
    
    
    
    
    
    
    
    
    Share of pre-tax profit of investments
accounted for using the equity method
    
    
    29
    
    
    
    60,808
    
    
    
    64,573
    
    
    
    7,030
    
    
    
    
    
    
    
    (Loss)/profit before income tax
    
    
    
    
    
    
    (122,162
    )
    
    
    660,603
    
    
    
    356,889
    
    
    
    229,824
    
    
    
    168,901Income tax (expense)/benefit
    
    
    7
    
    
    
    (28,133
    )
    
    
    (220,505
    )
    
    
    (116,951
    )
    
    
    353
    
    
    
    391(Loss)/profit for the year attributable
to equity holders of the Parent
    
    
    
    
    
    
    (150,295
    )
    
    
    440,098
    
    
    
    239,938
    
    
    
    230,177
    
    
    
    169,292A¢
    
    
    
    A¢
    
    
    
    A¢(Loss)/earnings per share:Basic
    
    
    32
    
    
    
    (82.9
    )
    
    
    310.9
    
    
    
    192.1Diluted
    
    
    32
    
    
    
    (82.9
    )
    
    
    307.9
    
    
    
    191.0
  F-2




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##### Table of Contents



Balance SheetsAs at 30 June 2009
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008Note
    
    A$000
    
    A$000
    
    A$000
    
    A$000ASSETSCurrent assetsCash and cash equivalents
    
    
    33
    
    
    
    69,536
    
    
    
    133,487
    
    
    
    198
    
    
    
    Trade and other receivables
    
    
    8
    
    
    
    350,309
    
    
    
    839,518
    
    
    
    
    
    
    
    41,147Current tax receivable
    
    
    
    
    
    
    96,197
    
    
    
    26,583
    
    
    
    14,476
    
    
    
    Inventory
    
    
    9
    
    
    
    469,123
    
    
    
    1,010,921
    
    
    
    
    
    
    
    Derivative financial instruments
    
    
    10
    
    
    
    713
    
    
    
    3,948
    
    
    
    
    
    
    
    Total current assets
    
    
    
    
    
    
    985,878
    
    
    
    2,014,457
    
    
    
    14,674
    
    
    
    41,147Non-current assetsReceivables
    
    
    8
    
    
    
    17,482
    
    
    
    2,963
    
    
    
    
    
    
    
    Investments accounted for using the equity method
    
    
    29
    
    
    
    400,244
    
    
    
    332,226
    
    
    
    
    
    
    
    Other financial assets
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    4,026,774
    
    
    
    4,026,736Property, plant and equipment
    
    
    12
    
    
    
    947,725
    
    
    
    784,692
    
    
    
    
    
    
    
    Deferred tax assets
    
    
    7
    
    
    
    71,636
    
    
    
    109,982
    
    
    
    
    
    
    
    Goodwill
    
    
    13
    
    
    
    1,146,785
    
    
    
    1,166,534
    
    
    
    
    
    
    
    Other intangible assets
    
    
    14
    
    
    
    238,810
    
    
    
    235,622
    
    
    
    
    
    
    
    Total non-current assets
    
    
    
    
    
    
    2,822,682
    
    
    
    2,632,019
    
    
    
    4,026,774
    
    
    
    4,026,736Total assets
    
    
    
    
    
    
    3,808,560
    
    
    
    4,646,476
    
    
    
    4,041,448
    
    
    
    4,067,883LIABILITIESCurrent liabilitiesTrade and other payables
    
    
    15
    
    
    
    537,947
    
    
    
    1,062,253
    
    
    
    284,831
    
    
    
    343,483Borrowings
    
    
    16
    
    
    
    811
    
    
    
    877
    
    
    
    
    
    
    
    Derivative financial instruments
    
    
    10
    
    
    
    10,464
    
    
    
    2,463
    
    
    
    
    
    
    
    Current tax liabilities
    
    
    
    
    
    
    5,910
    
    
    
    131,363
    
    
    
    
    
    
    
    40,756Provisions
    
    
    17
    
    
    
    21,800
    
    
    
    28,064
    
    
    
    
    
    
    
    Total current liabilities
    
    
    
    
    
    
    576,932
    
    
    
    1,225,020
    
    
    
    284,831
    
    
    
    384,239Non-current liabilitiesPayables
    
    
    
    
    
    
    4,200
    
    
    
    2,270
    
    
    
    
    
    
    
    Borrowings
    
    
    16
    
    
    
    174,333
    
    
    
    397,537
    
    
    
    
    
    
    
    Deferred tax liabilities
    
    
    7
    
    
    
    148,843
    
    
    
    148,168
    
    
    
    
    
    
    
    Provisions
    
    
    17
    
    
    
    34,026
    
    
    
    34,729
    
    
    
    
    
    
    
    Retirement benefit obligations
    
    
    18
    
    
    
    11,179
    
    
    
    4,828
    
    
    
    
    
    
    
    Total non-current liabilities
    
    
    
    
    
    
    372,581
    
    
    
    587,532
    
    
    
    
    
    
    
    Total liabilities
    
    
    
    
    
    
    949,513
    
    
    
    1,812,552
    
    
    
    284,831
    
    
    
    384,239Net assets
    
    
    
    
    
    
    2,859,047
    
    
    
    2,833,924
    
    
    
    3,756,617
    
    
    
    3,683,644EQUITYContributed equity
    
    
    19
    
    
    
    2,352,928
    
    
    
    2,325,924
    
    
    
    3,673,584
    
    
    
    3,646,580Reserves
    
    
    20
    
    
    
    166,045
    
    
    
    (174,335
    )
    
    
    38,426
    
    
    
    36,141Retained profits
    
    
    20
    
    
    
    340,074
    
    
    
    682,335
    
    
    
    44,607
    
    
    
    923Total equity
    
    
    
    
    
    
    2,859,047
    
    
    
    2,833,924
    
    
    
    3,756,617
    
    
    
    3,683,644
  F-3




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##### Table of Contents



Statements of Recognised Income and ExpenseFor the year ended 30 June 2009
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008Note
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Actuarial (loss)/gain on defined benefit
plans, net of tax
    
    
    18
    
    
    
    (5,473
    )
    
    
    (7,827
    )
    
    
    5,211
    
    
    
    
    
    
    
    Changes in fair value of cash flow hedges,
net of tax
    
    
    20
    
    
    
    998
    
    
    
    (9,656
    )
    
    
    9,121
    
    
    
    
    
    
    
    Exchange differences on translation of
foreign operations
    
    
    20
    
    
    
    336,911
    
    
    
    (130,800
    )
    
    
    (74,784
    )
    
    
    
    
    
    
    Net income/(expense) recognised directly in
equity
    
    
    
    
    
    
    332,436
    
    
    
    (148,283
    )
    
    
    (60,452
    )
    
    
    
    
    
    
    (Loss)/profit for the year
    
    
    
    
    
    
    (150,295
    )
    
    
    440,098
    
    
    
    239,938
    
    
    
    230,177
    
    
    
    169,292Total recognised income and expense for
the year
    
    
    
    
    
    
    182,141
    
    
    
    291,815
    
    
    
    179,486
    
    
    
    230,177
    
    
    
    169,292Effect of change in accounting policy:Total equity at the beginning of the
financial year
    
    
    
    
    
    
    2,833,924
    
    
    
    1,279,430
    
    
    
    1,183,198Accounting policy change, net of tax
    
    
    1
    (b)(vi)
    
    
    
    
    
    
    (107,343
    )
    
    
    (75,274
    )Restated total equity at the beginning of the
financial year
    
    
    
    
    
    
    2,833,924
    
    
    
    1,172,087
    
    
    
    1,107,924Profit as originally reported
    
    
    
    
    
    
    
    
    
    
    433,162
    
    
    
    239,352Accounting policy change, net of tax
    
    
    1
    (b)(vi)
    
    
    
    
    
    
    6,936
    
    
    
    586Restated profit
    
    
    
    
    
    
    
    
    
    
    440,098
    
    
    
    239,938
  F-4




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##### Table of Contents



Cash Flow Statements
For the year ended 30 June 2009
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008Note
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Cash flows from operating activitiesReceipts from customers (inclusive of
goods
and services tax)
    
    
    
    
    
    
    9,232,836
    
    
    
    7,353,894
    
    
    
    5,683,089
    
    
    
    
    
    
    
    Payments to suppliers and employees
(inclusive of goods and services tax)
    
    
    
    
    
    
    (8,475,440
    )
    
    
    (6,943,173
    )
    
    
    (5,183,974
    )
    
    
    
    
    
    
    Interest received
    
    
    
    
    
    
    2,272
    
    
    
    2,876
    
    
    
    2,364
    
    
    
    
    
    
    
    Interest paid
    
    
    
    
    
    
    (20,927
    )
    
    
    (34,374
    )
    
    
    (30,405
    )
    
    
    
    
    
    
    Dividends from associates and jointly
controlled entities
    
    
    29
    
    
    
    41,458
    
    
    
    5,153
    
    
    
    
    
    
    
    
    
    
    
    Insurance recoveries
    
    
    
    
    
    
    12,277
    
    
    
    7,632
    
    
    
    
    
    
    
    
    
    
    
    Dividends from wholly-owned entities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231,001
    
    
    
    170,205Income taxes paid
    
    
    
    
    
    
    (238,025
    )
    
    
    (144,477
    )
    
    
    (135,612
    )
    
    
    (54,428
    )
    
    
    (40,056
    )Net loans (from)/to subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,886
    )
    
    
    20,705Net cash inflow from operating activities
    
    
    33
    
    
    
    554,451
    
    
    
    247,531
    
    
    
    335,462
    
    
    
    159,687
    
    
    
    150,854Cash flows from investing activitiesPayments for property, plant and
equipment
    
    
    12
    
    
    
    (187,474
    )
    
    
    (129,691
    )
    
    
    (90,503
    )
    
    
    
    
    
    
    Payments on acquisitions of subsidiaries,
net of cash acquired
    
    
    27
    
    
    
    (76,014
    )
    
    
    (58,517
    )
    
    
    (158,914
    )
    
    
    
    
    
    
    Proceeds from sale of property, plant and
equipment
    
    
    
    
    
    
    5,461
    
    
    
    2,022
    
    
    
    8,203
    
    
    
    
    
    
    
    Proceeds from sale of subsidiaries
    
    
    
    
    
    
    39,708
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Return of capital from jointly controlled
entities
    
    
    29
    
    
    
    3,584
    
    
    
    48,496
    
    
    
    
    
    
    
    
    
    
    
    Net cash outflow from investing activities
    
    
    
    
    
    
    (214,735
    )
    
    
    (137,690
    )
    
    
    (241,214
    )
    
    
    
    
    
    
    Cash flows from financing activitiesProceeds from borrowings
    
    
    
    
    
    
    1,847,303
    
    
    
    815,715
    
    
    
    916,509
    
    
    
    
    
    
    
    Repayment of borrowings
    
    
    
    
    
    
    (2,112,610
    )
    
    
    (678,377
    )
    
    
    (869,825
    )
    
    
    
    
    
    
    Fees paid for loan facilities
    
    
    
    
    
    
    (1,987
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from issue of shares
    
    
    
    
    
    
    442
    
    
    
    5,735
    
    
    
    1,872
    
    
    
    442
    
    
    
    5,735Dividends paid
    
    
    21
    
    
    
    (159,931
    )
    
    
    (156,589
    )
    
    
    (120,026
    )
    
    
    (159,931
    )
    
    
    (156,589
    )Net cash
outflow from financing
activities
    
    
    
    
    
    
    (426,783
    )
    
    
    (13,516
    )
    
    
    (71,470
    )
    
    
    (159,489
    )
    
    
    (150,854
    )Net (decrease)/increase in cash and cash
equivalents
    
    
    
    
    
    
    (87,067
    )
    
    
    96,325
    
    
    
    22,778
    
    
    
    198
    
    
    
    Cash and cash equivalents at the beginning
of the financial year
    
    
    
    
    
    
    133,487
    
    
    
    38,560
    
    
    
    15,800
    
    
    
    
    
    
    
    Effects of exchange rate changes on cash
and cash equivalents
    
    
    
    
    
    
    23,116
    
    
    
    (1,398
    )
    
    
    (18
    )
    
    
    
    
    
    
    Cash and cash equivalents at the end of
the financial year
    
    
    33
    
    
    
    69,536
    
    
    
    133,487
    
    
    
    38,560
    
    
    
    198
    
    
    
    
  F-5




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Page1 Summary of significant accounting policies
    
    
    F-72 Financial and capital risk management
    
    
    F-223 Critical accounting estimates and judgements
    
    
    F-274 Revenue
    
    
    F-285 Other income
    
    
    F-296 Expenses
    
    
    F-297 Income tax and deferred tax
    
    
    F-308 Trade and other receivables
    
    
    F-349 Inventory
    
    
    F-3510 Derivative financial instruments
    
    
    F-3611 Other financial assets
    
    
    F-3612 Property, plant and equipment
    
    
    F-3713 Goodwill
    
    
    F-3814 Intangible assets
    
    
    F-4015 Trade and other payables
    
    
    F-4016 Borrowings
    
    
    F-4117 Provisions
    
    
    F-4118 Retirement benefit obligations
    
    
    F-4219 Contributed equity
    
    
    F-4520 Reserves and retained profits
    
    
    F-4621 Dividends
    
    
    F-4722 Contingencies
    
    
    F-4823 Commitments
    
    
    F-4924 Share ownership plans
    
    
    F-5025 Key management personnel disclosures
    
    
    F-5626 Remuneration of auditors
    
    
    F-6027 Business combinations and disposals
    
    
    F-6128 Subsidiaries
    
    
    F-6329 Investments in associates and jointly controlled entities
    
    
    F-6730 Related party transactions
    
    
    F-6931 Segment reporting
    
    
    F-7132 Earnings per share
    
    
    F-7533 Cash flow information
    
    
    F-7534 Events occurring after the reporting period
    
    
    F-77
 F-6




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies
  Business Combinations
 (a) Statement of compliance
 Corporations Act 2001,
 (b) Basis of preparation
 (i) Historical cost convention
  (ii) Parent entity
  (iii) Reclassifications and prior period adjustments
    F-7




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (b) Basis of preparation (continued)
 (iv) Critical accounting estimates
  (v) Early adoption of accounting standards
 Borrowing Costs and Amendments to Australian Accounting Standards
arising from AASB 123
 (vi) Change in accounting policy
 Property, Plant and Equipment Accounting Policies,
Changes in Accounting Estimates and Errors
 Impact ofPolicy
    
    Restated2008
    
    Change
    
    2008Consolidated
    
    A$000
    
    A$000
    
    A$000Investments accounted for using the equity method
    
    
    335,826
    
    
    
    (3,600
    )
    
    
    332,226Property, plant and equipment
    
    
    950,210
    
    
    
    (165,518
    )
    
    
    784,692Deferred tax assets
    
    
    111,360
    
    
    
    (1,378
    )
    
    
    109,982Current tax liabilities
    
    
    131,429
    
    
    
    (66
    )
    
    
    131,363Deferred tax liabilities
    
    
    190,434
    
    
    
    (42,266
    )
    
    
    148,168Reserves
    
    
    (39,014
    )
    
    
    (135,321
    )
    
    
    (174,335
    )Retained profits
    
    
    675,178
    
    
    
    7,157
    
    
    
    682,335
 Impact of
    
    
    
    
    
    
    
    
    
    Impact ofPolicy
    
    
    
    
    
    
    
    
    
    PolicyChange &
    
    Restated
    
    
    
    
    
    Change &
    
    Restated2008
    
    Other
    
    2008
    
    2007
    
    Other
    
    2007Consolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Other income
    
    
    51,448
    
    
    
    4,219
    
    
    
    55,667
    
    
    
    8,978
    
    
    
    
    
    
    
    8,978Depreciation and amortisation
expense
    
    
    (94,557
    )
    
    
    (529
    )
    
    
    (95,086
    )
    
    
    (75,177
    )
    
    
    724
    
    
    
    (74,453
    )Other expenses
    
    
    (371,479
    )
    
    
    8,432
    
    
    
    (363,047
    )
    
    
    (303,312
    )
    
    
    
    
    
    
    (303,312
    )Income tax expense
    
    
    (218,668
    )
    
    
    (1,837
    )
    
    
    (220,505
    )
    
    
    (116,813
    )
    
    
    (138
    )
    
    
    (116,951
    )Profit for the year
    
    
    433,162
    
    
    
    6,936
    
    
    
    440,098
    
    
    
    239,352
    
    
    
    586
    
    
    
    239,938A¢

    
    
    
    
    

    A¢

    

    A¢

    
    
    
    
    

    A¢Earnings per share:Basic (Note 32)
    
    
    306.0
    
    
    
    
    
    
    
    310.9
    
    
    
    191.6
    
    
    
    
    
    
    
    192.1Diluted (Note 32)
    
    
    303.0
    
    
    
    
    
    
    
    307.9
    
    
    
    190.5
    
    
    
    
    
    
    
    191.0
 F-8




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##### Table of Contents



Notes to the Financial StatementsFor the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (c) Principles of consolidation
 (i) Subsidiaries
      (ii) Associates
     F-9




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (c) Principles of consolidation (continued)
 (iii) Joint ventures
 Joint venture operations
  Jointly controlled entities
   (d) Segment reporting
 Operating Segments
 (e) Foreign currency translation
 (i) Functional and presentation currency
  (ii) Transactions and balances
   F-10




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (e) Foreign currency translation (continued)
 (iii) Group companies
  
    
    assets and liabilities for each balance sheet presented are translated at the closing rate at
the date of that balance sheet;
    
    income and expenses for each income statement are translated at average exchange rates (unless
this is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the
transactions); and
    
    all resulting exchange differences are recognised as a separate component of equity.
   (f) Revenue recognition
    (i) Sales of goods
  (ii) Service revenue
  (iii) Interest income
  (iv) Dividend income
  F-11




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (g) Government grants
    (h) Income tax
      (i) Tax consolidation legislation
      F-12




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (i) Leases
    (j) Business combinations
    (k) Impairment of assets
  F-13




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (l) Cash and cash equivalents
  (m) Trade and other receivables
    (n) Inventory
  (o) Non-current assets (or disposal groups) held for sale and discontinued operations
     F-14




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (o) Non-current assets (or disposal groups) held for sale and discontinued operations (continued)
  (p) Investments and other financial assets
  (i) Financial assets at fair value through profit or loss
  (ii) Loans and receivables
  (iii) Recognition and derecognition
  (q) Property, plant and equipment
   F-15




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (q) Property, plant and equipment (continued)
  
    
    Buildings  25-40 years
    
    Plant and equipment  3-14 years
    
    Leasehold improvements  life of the lease
  (r) Derivatives and hedging activities
      (i) Fair value hedge
  F-16




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (r) Derivatives and hedging activities (continued)
 (ii) Cash flow hedge
    (s) Goodwill and intangible assets
 (i) Goodwill
  (ii) Trade Name
  (iii) Supplier relationships and contracts
  (iv) Permits
  (t) Trade and other payables
  F-17




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (u) Borrowings
    (v) Borrowing costs
  (w) Provisions
    (x) Employee benefits
 (i) Wages and salaries, annual leave and sick leave
  (ii) Long service leave
  F-18




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (x) Employee benefits (continued)
 (iii) Superannuation, pensions and other post-retirement benefits
     (iv) Share-based payments
   (v) Termination benefits
  (y) Contributed equity
  F-19




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (z) Dividends
  (aa) Earnings per share
 (i) Basic earnings per share
  (ii) Diluted earnings per share
   (ab) Goods and services or other value-added taxes (GST)
   (ac) New accounting standards and interpretations
  (i) Revised AASB 101, Presentation of Financial Statements and AASB 2007-8, Amendments to
Australian Accounting Standards arising from AASB 101 and AASB 2007-10,  Further Amendments to
Australian Accounting Standards arising from AASB 101
  F-20




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 1  Summary of significant accounting policies (continued)
 (ac) New accounting standards and interpretations (continued)
 (ii) AASB 2008-1, Amendments to Australian Accounting Standard  Share-based Payments: Vesting
Conditions and Cancellations
  (iii) Revised AASB 3, Business Combinations, AASB 127, Consolidated and Separate Financial
Statements and AASB 2008-3, Amendments to Australian Accounting Standards arising from AASB 3 and
AASB 127
 Investments in Associates Interests in Joint Ventures
 
    
    transaction costs are recognised as an expense at the acquisition date, unless the cost
relates to issuing debt or equity securities;
    
    contingent consideration is measured at fair value
at the acquisition date (allowing for a 12 month period post-acquisition to affirm fair values)
without regard to the probability of having to make future payment, and all subsequent changes in
fair value are recognised in profit; and
    
    changes in control are considered significant economic
events, thereby requiring ownership interests to be remeasured to their fair value (and the
gain/loss recognised in profit) when control of a controlled entity is gained or lost.
  (iv) AASB 2008-08, Amendment to IAS 39 Financial Instruments: Recognition and Measurement
 Financial Instruments: Recognition and Measurement Accounting Policies, Changes in Accounting
Estimates and Errors
 (v) AASB 2008-05, Amendments to Australian Accounting Standards arising from the Annual
Improvements Project AASB 2008-06, Further Amendments to Australian Accounting Standards
arising from the Annual Improvements Project
  (ad) Rounding of amounts
  F-21




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 2  Financial and capital risk management
 Financial risk management
  
    
    market risk (including interest rate risk, foreign currency risk and commodity
price risk);
    
    credit risk; and
    
    liquidity risk.
    (a) Market risks
  (i) Interest rate risk
    
    
    providing access to diverse sources of funding;
    
    reducing risks of refinancing by establishing and managing in accordance with target maturity
profiles; and
    
    negotiating interest rates with the Groups banks based on a variable pricing matrix which
includes a LIBOR rate plus a margin.
 F-22




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 2  Financial and capital risk management (continued)
 (a) Market risks (continued)
 (i) Interest rate risk (continued)
  Impact on post-tax profitConsolidated
    
    higher/(lower)2009
    
    2008A$000
    
    A$000+1% (100 basis points)
    
    
    (675
    )
    
    
    (1,756
    )
  (ii) Foreign currency risk
    Financial assets and liabilities
  Consolidated
    
    Net financial assets/(liabilities)2009
    
    2008Currency
    
    A$000
    
    A$000US dollar
    
    
    (58,294
    )
    
    
    18,456Euro
    
    
    (57,482
    )
    
    
    (69,331
    )British pound
    
    
    49,941
    
    
    
    4,305
  US dollar
    
    Euro
    
    British pound2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Consolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Impact on post-tax profit  higher/(lower)
    
    
    (3,789
    )
    
    
    1,235
    
    
    
    (3,736
    )
    
    
    (4,638
    )
    
    
    3,246
    
    
    
    288Impact on equity
    
    
    28,198
    
    
    
    24,464
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  F-23




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 2  Financial and capital risk management (continued)
 (a) Market risks (continued)
 (ii) Foreign currency risk (continued)
 Forward foreign exchange contracts
  US dollar
    
    Euro
    
    British pound2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Consolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Impact on post-tax profit  higher/(lower)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,299
    )
    
    
    Impact on equity  higher/(lower)
    
    
    1,703
    
    
    
    606
    
    
    
    383
    
    
    
    116
    
    
    
    4,755
    
    
    
    8,803
   (iii) Commodity price risk
     Copper prices
    
    Nickel prices2009
    
    2008
    
    2009
    
    2008Consolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000Impact on post-tax profit  higher/(lower)
    
    
    (4,458
    )
    
    
    
    
    
    
    (401
    )
    
    
    (2,210
    )Impact on equity  higher/(lower)
    
    
    
    
    
    
    (2,796
    )
    
    
    
    
    
    
    
  F-24




---



##### Table of Contents



Notes to the Financial StatementsFor the year ended 30 June 2009
 Note 2  Financial and capital risk management (continued)
 (b) Credit risk
    (c) Liquidity risks
   
    
    the Group will not have sufficient funds to settle a transaction on the due date;
    
    the Group will be forced to sell financial assets at a value which is less than what
they are worth;
    
    the Group may be unable to settle or recover a financial asset at all; or
    
    the Group may be required to refinance the Groups borrowing facilities.
    Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Unsecured global multi-currency/multi-option loan facilities
    
    
    1,062,993
    
    
    
    1,065,781
    
    
    
    
    
    
    
    Amount of credit unused
    
    
    856,490
    
    
    
    668,584
    
    
    
    
    
    
    
    
 F-25




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 2  Financial and capital risk management (continued)
 (c) Liquidity risks (continued)
  2009
    
    2008Less than 1
    
    Between 1
    
    Between 2
    
    Less than 1
    
    Between 1year
    
    and 2 years
    
    and 5 years
    
    year
    
    and 5 yearsConsolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Non-derivative financial liabilities:Trade and other payables
    
    
    (537,947
    )
    
    
    
    
    
    
    
    
    
    
    (1,062,253
    )
    
    
    Payables  non-current
    
    
    
    
    
    
    (1,937
    )
    
    
    (2,263
    )
    
    
    
    
    
    
    (2,270
    )Borrowings (including interest payments)
    
    
    (9,641
    )
    
    
    (177,916
    )
    
    
    
    
    
    
    (21,983
    )
    
    
    (406,769
    )(547,588
    )
    
    
    (179,853
    )
    
    
    (2,263
    )
    
    
    (1,084,236
    )
    
    
    (409,039
    )Derivatives:Net settled (commodity contracts)
    
    
    9,689
    
    
    
    
    
    
    
    
    
    
    
    (1,699
    )
    
    
    Gross settled:- (inflow)
    
    
    (174,728
    )
    
    
    
    
    
    
    
    
    
    
    (139,236
    )
    
    
    - outflow
    
    
    174,790
    
    
    
    
    
    
    
    
    
    
    
    139,450
    
    
    
    9,751
    
    
    
    
    
    
    
    
    
    
    
    (1,485
    )
    
    
    ParentNon-derivative financial liabilities:Trade and other payables
    
    
    (284,831
    )
    
    
    
    
    
    
    
    
    
    
    (343,483
    )
    
    
    (284,831
    )
    
    
    
    
    
    
    
    
    
    
    (343,483
    )
    
    
    
  (d) Fair value estimation
  
    
    Cash and cash equivalents  approximates to the carrying amount;
    
    Receivables less impairment provision and payables  approximates to the carrying amount due to
their short-term nature;
    
    Derivative financial instruments  based on market prices and exchange rates at the balance
date.
    
    Borrowings  approximates to the carrying amount as bank borrowings have floating interest
rates.
  F-26




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 2  Financial and capital risk management (continued)
 Capital risk management
     Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Total borrowings
    
    
    175,144
    
    
    
    398,414
    
    
    
    
    
    
    
    Less: cash and cash equivalents
    
    
    (69,536
    )
    
    
    (133,487
    )
    
    
    (198
    )
    
    
    Net debt
    
    
    105,608
    
    
    
    264,927
    
    
    
    (198
    )
    
    
    Plus: total equity
    
    
    2,859,047
    
    
    
    2,833,924
    
    
    
    3,756,617
    
    
    
    3,683,644Total capital
    
    
    2,964,655
    
    
    
    3,098,851
    
    
    
    3,756,419
    
    
    
    3,683,644Gearing ratio
    
    
    3.6
    %
    
    
    8.5
    %
    
    
    0.0
    %
    
    
    0.0
    %
  Note 3  Critical accounting estimates and judgements
   (i) Inventories
  F-27




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 3  Critical accounting estimates and judgements (continued)
 (ii) Taxation
   (iii) Impairment of goodwill and intangibles with indefinite useful lives
  (iv) Share-based payment transactions
  (v) Defined benefit plans
  (vi) Estimation of useful lives of assets
  Note 4  Revenue
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Sales of goods
    
    
    8,417,419
    
    
    
    7,517,277
    
    
    
    5,420,590
    
    
    
    
    
    
    
    Service revenue
    
    
    218,806
    
    
    
    148,314
    
    
    
    127,930
    
    
    
    
    
    
    
    Total sales revenue
    
    
    8,636,225
    
    
    
    7,665,591
    
    
    
    5,548,520
    
    
    
    
    
    
    
    Interest income
    
    
    2,272
    
    
    
    2,876
    
    
    
    2,364
    
    
    
    
    
    
    
    Dividend income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    231,001
    
    
    
    170,205Management fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,556
    
    
    
    1,473Rental income
    
    
    2,513
    
    
    
    2,069
    
    
    
    13
    
    
    
    
    
    
    
    Total other revenue
    
    
    4,785
    
    
    
    4,945
    
    
    
    2,377
    
    
    
    232,557
    
    
    
    171,6788,641,010
    
    
    
    7,670,536
    
    
    
    5,550,897
    
    
    
    232,557
    
    
    
    171,678
 F-28




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 4  Revenue (continued)
  Note 5  Other income
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Net gain on contribution of assets to SA
Recycling LLC (Note 29(d))
    
    
    
    
    
    
    38,841
    
    
    
    
    
    
    
    
    
    
    
    Unrealised gain on held for trading derivatives
    
    
    
    
    
    
    3,901
    
    
    
    
    
    
    
    
    
    
    
    Realised gain on held for trading derivatives
    
    
    29,857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net gain on disposal of property, plant and
equipment
    
    
    864
    
    
    
    
    
    
    
    401
    
    
    
    
    
    
    
    Insurance recovery
    
    
    1,786
    
    
    
    11,815
    
    
    
    7,632
    
    
    
    
    
    
    
    Negative goodwill on acquisition (Note 27)
    
    
    399
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net foreign exchange gains
    
    
    
    
    
    
    243
    
    
    
    
    
    
    
    
    
    
    
    Government grants
    
    
    831
    
    
    
    867
    
    
    
    945
    
    
    
    
    
    
    
    33,737
    
    
    
    55,667
    
    
    
    8,978
    
    
    
    
    
    
    
    
 Note 6  Expenses
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000(a) (Loss)/profit before income tax includes the following specific expenses:Depreciation and amortisation:Buildings
    
    
    11,443
    
    
    
    7,303
    
    
    
    4,104
    
    
    
    
    
    
    
    Leasehold improvements
    
    
    4,594
    
    
    
    2,765
    
    
    
    3,686
    
    
    
    
    
    
    
    Plant and equipment
    
    
    104,706
    
    
    
    55,728
    
    
    
    42,840
    
    
    
    
    
    
    
    120,743
    
    
    
    65,796
    
    
    
    50,630
    
    
    
    
    
    
    
    Amortisation of identified intangible assets
    
    
    50,077
    
    
    
    29,290
    
    
    
    23,823
    
    
    
    
    
    
    
    170,820
    
    
    
    95,086
    
    
    
    74,453
    
    
    
    
    
    
    
    Finance costs
    
    
    21,508
    
    
    
    34,374
    
    
    
    30,405
    
    
    
    
    
    
    
    Net loss on disposal of property, plant and
equipment
    
    
    
    
    
    
    1,965
    
    
    
    
    
    
    
    
    
    
    
    Unrealised loss on held for trading derivatives
    
    
    10,253
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rental expenses relating to operating leases
    
    
    71,695
    
    
    
    43,883
    
    
    
    33,489
    
    
    
    
    
    
    
    Net foreign exchange losses
    
    
    48
    
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    Defined contribution superannuation expense
    
    
    8,042
    
    
    
    6,275
    
    
    
    5,949
    
    
    
    
    
    
    
    Share-based payment expense
    
    
    9,258
    
    
    
    13,388
    
    
    
    2,831
    
    
    
    
    
    
    
    Research and development
    
    
    1,724
    
    
    
    2,082
    
    
    
    2,515
    
    
    
    
    
    
    
    
 F-29




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 6  Expenses (continued)
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000(b) (Loss)/profit before income tax includes the following expenses which are included due to their size or nature:Write-down of inventory to net realisable value
    
    
    119,418
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sarbanes-Oxley related professional fees1
    
    
    9,661
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Withdrawal liability related to a multi-employer
pension plan2
    
    
    3,422
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impairment provisions for trade receivables3
    
    
    23,678
    
    
    
    590
    
    
    
    (436
    )
    
    
    
    
    
    
    Professional fees and other costs incurred in
connection with Fairless Iron & Metal
acquisition4
    
    
    2,541
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Redundancies
    
    
    5,481
    
    
    
    5,605
    
    
    
    
    
    
    
    
    
    
    
    Loss on sale of subsidiaries (Note 27)
    
    
    2,577
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impairment loss on fire destroyed assets
    
    
    
    
    
    
    71
    
    
    
    6,784
    
    
    
    
    
    
    
    Asset impairments and yard closure costs5
    
    
    13,669
    
    
    
    4,553
    
    
    
    
    
    
    
    
    
    
    
    Merger costs6
    
    
    4,048
    
    
    
    1,387
    
    
    
    
    
    
    
    
    
    
    
    
 
 1
    
    Represents external professional fees related to the compliance with Section 404 of
the Sarbanes-Oxley Act of 2002 (United States).2
    
    Represents a termination liability associated with the withdrawal from a
multi-employer pension plan in the United States.3
    
    Represents provisions recorded for trade debtors for which the Group believes
collectibility is in doubt. Refer to Note 1(m).4
    
    The acquisition of Fairless Iron & Metal was completed on 3 July 2009. As a result,
the Group has applied the transitional principles consistent with the revised AASB 3 whereby
transaction costs are expensed for all acquisitions prospectively from 1 July 2009. Refer to Note
1(ac)(iii).5
    
    Amounts represent the write-down of equipment as a result of asset retirements and
rationalisation, write-down of an investment and costs related to yard closures.6
    
    Merger costs include integration bonuses, retention
incentives and other costs associated
with the post merger rationalisation of the Sims Metal Management Limited and Metal Management
Inc businesses. Note 7  Income tax and deferred tax
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000(a) Income tax expenseCurrent income tax charge/(benefit)
    
    
    27,511
    
    
    
    217,056
    
    
    
    119,860
    
    
    
    (353
    )
    
    
    (391
    )Adjustments for prior years
    
    
    (10,284
    )
    
    
    5,485
    
    
    
    176
    
    
    
    
    
    
    
    Deferred income tax
    
    
    8,326
    
    
    
    (6,197
    )
    
    
    (5,366
    )
    
    
    
    
    
    
    25,553
    
    
    
    216,344
    
    
    
    114,670
    
    
    
    (353
    )
    
    
    (391
    )Income tax expense on equity accounted
profits (Note 29)
    
    
    2,580
    
    
    
    4,161
    
    
    
    2,281
    
    
    
    
    
    
    
    28,133
    
    
    
    220,505
    
    
    
    116,951
    
    
    
    (353
    )
    
    
    (391
    )Deferred income tax expense included in income tax
expense comprises:Decrease/(increase) in deferred tax assets
    
    
    15,503
    
    
    
    9,991
    
    
    
    (25,268
    )
    
    
    
    
    
    
    (Decrease)/increase in deferred tax liabilities
    
    
    (7,177
    )
    
    
    (16,188
    )
    
    
    19,902
    
    
    
    
    
    
    
    8,326
    
    
    
    (6,197
    )
    
    
    (5,366
    )
    
    
    
    
    
    
    
 F-30




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 7  Income tax and deferred tax (continued)
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000(b) Reconciliation of income tax expense to
accounting (loss)/profit before taxAccounting (loss)/profit before income tax
    
    
    (122,162
    )
    
    
    660,603
    
    
    
    356,889
    
    
    
    229,824
    
    
    
    168,901Tax at the standard Australian rate of 30%
    
    
    (36,649
    )
    
    
    198,181
    
    
    
    107,067
    
    
    
    68,947
    
    
    
    50,671Adjustments for prior years
    
    
    (10,284
    )
    
    
    5,485
    
    
    
    176
    
    
    
    
    
    
    
    Effect of tax rates in other jurisdictions
    
    
    12,039
    
    
    
    34,407
    
    
    
    13,004
    
    
    
    
    
    
    
    Non-deductible expenses
    
    
    3,477
    
    
    
    3,588
    
    
    
    787
    
    
    
    
    
    
    
    Non-assessable gain on formation of jointly
controlled entity
    
    
    
    
    
    
    (12,983
    )
    
    
    
    
    
    
    
    
    
    
    Non-assessable income
    
    
    (1,059
    )
    
    
    (6,467
    )
    
    
    (10
    )
    
    
    
    
    
    
    Non-deductible goodwill impairment
    
    
    57,234
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Current year
tax losses not previously recognised
    
    
    
    
    
    
    (66
    )
    
    
    (554
    )
    
    
    
    
    
    
    Dividends received from subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,300
    )
    
    
    (51,062
    )Other
    
    
    3,375
    
    
    
    (1,640
    )
    
    
    (3,519
    )
    
    
    
    
    
    
    Income tax expense (benefit)
    
    
    28,133
    
    
    
    220,505
    
    
    
    116,951
    
    
    
    (353
    )
    
    
    (391
    )(c) Amounts recognised directly to equityShare-based payments
    
    
    7,744
    
    
    
    (6,875
    )
    
    
    
    
    
    
    
    
    
    
    Foreign
exchange gain/(loss) on US$ receivable
    
    
    20,445
    
    
    
    (14,451
    )
    
    
    (9,338
    )
    
    
    
    
    
    
    Defined benefit plans
    
    
    (2,715
    )
    
    
    (3,463
    )
    
    
    1,512
    
    
    
    
    
    
    
    Cash flow hedges
    
    
    (445
    )
    
    
    (4,677
    )
    
    
    5,559
    
    
    
    
    
    
    
    Total deferred tax debited/(credited) to
equity
    
    
    25,029
    
    
    
    (29,466
    )
    
    
    (2,267
    )
    
    
    
    
    
    
    
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000(d) Deferred tax assets and liabilitiesDeferred tax assetsThe balance comprises temporary difference attributable
to:(amounts recognised in profit and loss):Provisions and other accruals
    
    
    22,235
    
    
    
    5,111
    
    
    
    
    
    
    
    Employee benefits
    
    
    9,346
    
    
    
    16,722
    
    
    
    
    
    
    
    Stores and consumables
    
    
    5,126
    
    
    
    
    
    
    
    
    
    
    
    Property, plant and equipment
    
    
    4,437
    
    
    
    7,103
    
    
    
    
    
    
    
    Jointly controlled associates
    
    
    1,152
    
    
    
    8,850
    
    
    
    
    
    
    
    Foreign exchange losses
    
    
    1,991
    
    
    
    
    
    
    
    
    
    
    
    Share-based payments
    
    
    7,281
    
    
    
    20,125
    
    
    
    
    
    
    
    Other
    
    
    12,058
    
    
    
    18,538
    
    
    
    
    
    
    
    63,626
    
    
    
    76,449
    
    
    
    
    
    
    
    (amounts recognised directly in equity):Share-based payments
    
    
    
    
    
    
    6,875
    
    
    
    
    
    
    
    Defined benefit plans
    
    
    4,666
    
    
    
    
    
    
    
    
    
    
    
    Foreign exchange losses on US$
receivable
    
    
    3,344
    
    
    
    23,789
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    2,869
    
    
    
    
    
    
    
    8,010
    
    
    
    33,533
    
    
    
    
    
    
    
    
 F-31




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 7  Income tax and deferred tax (continued)
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000(d) Deferred tax assets and liabilities (continued)Deferred tax assets (continued)MovementsBalance at 1 July
    
    
    109,982
    
    
    
    63,221
    
    
    
    
    
    
    
    Charged to income statement
    
    
    (15,503
    )
    
    
    (9,991
    )
    
    
    
    
    
    
    Adjustments for prior years
    
    
    8,682
    
    
    
    
    
    
    
    
    
    
    
    Transfers to deferred tax liabilities
    
    
    (17,173
    )
    
    
    
    
    
    
    
    
    
    
    Charged directly to equity
    
    
    (26,115
    )
    
    
    24,195
    
    
    
    
    
    
    
    Acquisitions
    
    
    
    
    
    
    38,532
    
    
    
    
    
    
    
    Foreign exchange differences
    
    
    11,763
    
    
    
    (5,975
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    71,636
    
    
    
    109,982
    
    
    
    
    
    
    
    Deferred tax assets to be recovered within 12 months
    
    
    41,410
    
    
    
    23,649
    
    
    
    
    
    
    
    Deferred tax assets to be recovered after 12 months
    
    
    30,226
    
    
    
    86,333
    
    
    
    
    
    
    
    71,636
    
    
    
    109,982
    
    
    
    
    
    
    
    Deferred tax liabilitiesThe balance comprises temporary differences
attributable to:(amounts recognised in profit and loss):Intangibles
    
    
    65,682
    
    
    
    68,485
    
    
    
    
    
    
    
    Property, plant and equipment
    
    
    76,167
    
    
    
    67,198
    
    
    
    
    
    
    
    Other
    
    
    5,976
    
    
    
    10,973
    
    
    
    
    
    
    
    147,825
    
    
    
    146,656
    
    
    
    
    
    
    
    (amounts recognised directly in equity):Share-based payments
    
    
    869
    
    
    
    
    
    
    
    
    
    
    
    Cash flow hedges
    
    
    149
    
    
    
    
    
    
    
    
    
    
    
    Defined benefit plans
    
    
    
    
    
    
    1,512
    
    
    
    
    
    
    
    1,018
    
    
    
    1,512
    
    
    
    
    
    
    
    MovementsBalance at 1 July
    
    
    148,168
    
    
    
    85,516
    
    
    
    
    
    
    
    Charged to income statement
    
    
    (7,177
    )
    
    
    (16,188
    )
    
    
    
    
    
    
    Adjustments for prior years
    
    
    (3,227
    )
    
    
    
    
    
    
    
    
    
    
    Transfers from deferred tax assets
    
    
    (17,173
    )
    
    
    
    
    
    
    
    
    
    
    Charged directly to equity
    
    
    (1,088
    )
    
    
    (5,271
    )
    
    
    
    
    
    
    Acquisitions/disposals
    
    
    942
    
    
    
    95,733
    
    
    
    
    
    
    
    Foreign exchange differences
    
    
    28,398
    
    
    
    (11,622
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    148,843
    
    
    
    148,168
    
    
    
    
    
    
    
    Deferred tax liabilities to be settled within 12 months
    
    
    5,976
    
    
    
    10,973
    
    
    
    
    
    
    
    Deferred tax liabilities to be settled after 12 months
    
    
    142,867
    
    
    
    137,195
    
    
    
    
    
    
    
    148,843
    
    
    
    148,168
    
    
    
    
    
    
    
    
 F-32




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 7  Income tax and deferred tax (continued)
 (e) Tax losses
  
 (f) Unrecognised temporary differences
  (g) Tax consolidation
  (h) Tax effect accounting by members of the Australian tax consolidated group
    F-33




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 8  Trade and other receivables
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Current:Trade receivables
    
    
    286,078
    
    
    
    743,006
    
    
    
    
    
    
    
    Provision for impairment of receivables
    
    
    (8,962
    )
    
    
    (949
    )
    
    
    
    
    
    
    277,116
    
    
    
    742,057
    
    
    
    
    
    
    
    Other receivables and deferred expenses
    
    
    60,655
    
    
    
    84,171
    
    
    
    
    
    
    
    Prepayments
    
    
    12,538
    
    
    
    13,290
    
    
    
    
    
    
    
    Net tax-related amounts receivable from subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,14773,193
    
    
    
    97,461
    
    
    
    
    
    
    
    41,147350,309
    
    
    
    839,518
    
    
    
    
    
    
    
    41,147Non-current:Trade receivables
    
    
    7,777
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    9,705
    
    
    
    2,963
    
    
    
    
    
    
    
    17,482
    
    
    
    2,963
    
    
    
    
    
    
    
    
  (a) Movements in provision for impairment of receivables
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000Balance at 1 July
    
    
    949
    
    
    
    1,760
    
    
    
    3,015
    
    
    
    
    
    
    
    Acquisitions
    
    
    
    
    
    
    145
    
    
    
    
    
    
    
    
    
    
    
    Provision for impairment/(write-back) recognised
during the year
    
    
    23,678
    
    
    
    590
    
    
    
    (436
    )
    
    
    
    
    
    
    Receivables written-off during the year as
uncollectible
    
    
    (15,098
    )
    
    
    (1,528
    )
    
    
    (785
    )
    
    
    
    
    
    
    Foreign exchange differences
    
    
    (567
    )
    
    
    (18
    )
    
    
    (34
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    8,962
    
    
    
    949
    
    
    
    1,760
    
    
    
    
    
    
    
    
 
 F-34




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 8  Trade and other receivables (continued)
 (b) Past due but not impaired
 
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008Days overdue:
    
    A$000
    
    A$000
    
    A$000
    
    A$0001  30 days
    
    
    51,494
    
    
    
    191,382
    
    
    
    
    
    
    
    31  60 days
    
    
    13,657
    
    
    
    50,141
    
    
    
    
    
    
    
    Over 60 days
    
    
    18,374
    
    
    
    18,645
    
    
    
    
    
    
    
    83,525
    
    
    
    260,168
    
    
    
    
    
    
    
    
 (c) Other receivables and deferred expenses
  (d) Net tax-related amounts receivable from subsidiaries
  Note 9  Inventory
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Raw materials at net realisable value
    
    
    101,926
    
    
    
    230,934
    
    
    
    
    
    
    
    Stores and spare parts at net realisable value
    
    
    36,526
    
    
    
    29,179
    
    
    
    
    
    
    
    Finished goods at net realisable value
    
    
    330,671
    
    
    
    750,808
    
    
    
    
    
    
    
    469,123
    
    
    
    1,010,921
    
    
    
    
    
    
    
    
 (a) Inventory expense
  F-35




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 10  Derivative financial instruments
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Current assets:Forward foreign exchange contracts  cash flow hedges
    
    
    713
    
    
    
    33
    
    
    
    
    
    
    
    Forward commodity contracts  held for trading
    
    
    
    
    
    
    3,901
    
    
    
    
    
    
    
    Forward commodity contracts  cash flow hedges
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    713
    
    
    
    3,948
    
    
    
    
    
    
    
    Current liabilities:Forward foreign exchange contracts  cash flow hedges
    
    
    211
    
    
    
    247
    
    
    
    
    
    
    
    Forward commodity contracts  held for trading
    
    
    9,689
    
    
    
    
    
    
    
    
    
    
    
    Forward foreign exchange contracts  held for trading
    
    
    564
    
    
    
    
    
    
    
    
    
    
    
    Forward commodity contracts  cash flow hedge
    
    
    
    
    
    
    2,216
    
    
    
    
    
    
    
    10,464
    
    
    
    2,463
    
    
    
    
    
    
    
    
  Note 11  Other financial assets
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Investments in controlled entities (Note 28)
    
    
    
    
    
    
    
    
    
    
    4,026,774
    
    
    
    4,026,736
 F-36




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 12  Property, plant and equipment
 Property, Plant and Equipment
 Leasehold
    
    
    
    
    
    CapitalFreehold
    
    
    
    
    
    improve-
    
    Plant &
    
    work inland
    
    Buildings
    
    ments
    
    equipment
    
    progress
    
    TotalConsolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000At 30 June 2009Cost
    
    
    254,506
    
    
    
    187,006
    
    
    
    53,808
    
    
    
    817,684
    
    
    
    99,502
    
    
    
    1,412,506Accumulated depreciation
    
    
    
    
    
    
    (33,811
    )
    
    
    (17,900
    )
    
    
    (413,070
    )
    
    
    
    
    
    
    (464,781
    )Net book amount
    
    
    254,506
    
    
    
    153,195
    
    
    
    35,908
    
    
    
    404,614
    
    
    
    99,502
    
    
    
    947,725Year ended 30 June 2009Balance at 1 July
    
    
    212,349
    
    
    
    123,867
    
    
    
    24,480
    
    
    
    368,779
    
    
    
    55,217
    
    
    
    784,692Additions
    
    
    6,870
    
    
    
    20,313
    
    
    
    13,630
    
    
    
    63,459
    
    
    
    83,202
    
    
    
    187,474Disposals
    
    
    (218
    )
    
    
    (3,242
    )
    
    
    
    
    
    
    (1,220
    )
    
    
    
    
    
    
    (4,680
    )Transfers
    
    
    1,051
    
    
    
    5,714
    
    
    
    1,022
    
    
    
    33,617
    
    
    
    (42,684
    )
    
    
    (1,280
    )Impairment loss (Note 6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,021
    )
    
    
    
    
    
    
    (10,021
    )Depreciation expense
    
    
    
    
    
    
    (11,443
    )
    
    
    (4,594
    )
    
    
    (104,706
    )
    
    
    
    
    
    
    (120,743
    )Acquisition of subsidiaries (Note
27)
    
    
    3,698
    
    
    
    4,365
    
    
    
    52
    
    
    
    18,993
    
    
    
    
    
    
    
    27,108Disposal of subsidiaries
    
    
    (1,061
    )
    
    
    (554
    )
    
    
    
    
    
    
    (5,443
    )
    
    
    
    
    
    
    (7,058
    )Foreign exchange differences
    
    
    31,817
    
    
    
    14,175
    
    
    
    1,318
    
    
    
    41,156
    
    
    
    3,767
    
    
    
    92,233Balance at 30 June
    
    
    254,506
    
    
    
    153,195
    
    
    
    35,908
    
    
    
    404,614
    
    
    
    99,502
    
    
    
    947,725At 30 June 2008Cost
    
    
    212,349
    
    
    
    142,013
    
    
    
    35,611
    
    
    
    688,690
    
    
    
    55,217
    
    
    
    1,133,880Accumulated depreciation
    
    
    
    
    
    
    (18,146
    )
    
    
    (11,131
    )
    
    
    (319,911
    )
    
    
    
    
    
    
    (349,188
    )Net book amount
    
    
    212,349
    
    
    
    123,867
    
    
    
    24,480
    
    
    
    368,779
    
    
    
    55,217
    
    
    
    784,692Year ended 30 June 2008Balance at 1 July
    
    
    150,103
    
    
    
    89,663
    
    
    
    26,773
    
    
    
    239,464
    
    
    
    35,514
    
    
    
    541,517Additions
    
    
    8,081
    
    
    
    2,933
    
    
    
    10,747
    
    
    
    49,116
    
    
    
    58,814
    
    
    
    129,691Disposals
    
    
    (7,153
    )
    
    
    (264
    )
    
    
    (51
    )
    
    
    (234
    )
    
    
    
    
    
    
    (7,702
    )Impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (71
    )
    
    
    
    
    
    
    (71
    )Transfers
    
    
    9,716
    
    
    
    17,627
    
    
    
    1,224
    
    
    
    13,369
    
    
    
    (41,936
    )
    
    
    Transfer to SA Recycling (Note 29)
    
    
    (31,351
    )
    
    
    (1,378
    )
    
    
    (10,219
    )
    
    
    (25,614
    )
    
    
    (2,874
    )
    
    
    (71,436
    )Depreciation expense
    
    
    
    
    
    
    (7,303
    )
    
    
    (2,765
    )
    
    
    (55,728
    )
    
    
    
    
    
    
    (65,796
    )Acquisition of subsidiaries
    
    
    98,695
    
    
    
    29,320
    
    
    
    1,114
    
    
    
    165,304
    
    
    
    9,320
    
    
    
    303,753Foreign exchange differences
    
    
    (15,742
    )
    
    
    (6,731
    )
    
    
    (2,343
    )
    
    
    (16,827
    )
    
    
    (3,621
    )
    
    
    (45,264
    )Balance at 30 June
    
    
    212,349
    
    
    
    123,867
    
    
    
    24,480
    
    
    
    368,779
    
    
    
    55,217
    
    
    
    784,692
 F-37




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 13  Goodwill
 (a) Movements in carrying amounts
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Cost
    
    
    1,312,599
    
    
    
    1,169,883
    
    
    
    
    
    
    
    Accumulated impairment*
    
    
    (165,814
    )
    
    
    (3,349
    )
    
    
    
    
    
    
    Net book value
    
    
    1,146,785
    
    
    
    1,166,534
    
    
    
    
    
    
    
    Balance at 1 July
    
    
    1,166,534
    
    
    
    532,240
    
    
    
    
    
    
    
    Transfer to SA Recycling LLC
    
    
    
    
    
    
    (173,652
    )
    
    
    
    
    
    
    Impairment charge
    
    
    (191,094
    )
    
    
    (3,349
    )
    
    
    
    
    
    
    Acquisition of subsidiaries (Note 27)
    
    
    43,999
    
    
    
    826,463
    
    
    
    
    
    
    
    Fair value adjustments to prior year acquisitions
    
    
    (587
    )
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    (1,726
    )
    
    
    
    
    
    
    
    
    
    
    Foreign exchange differences
    
    
    129,659
    
    
    
    (15,168
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    1,146,785
    
    
    
    1,166,534
    
    
    
    
    
    
    
    
 
 *
    
    Accumulated impairment as at 30 June 2008 of A$3.3 million related to the Groups Tyrecycle CGU
which was sold on 30 June 2009 (refer to Note 27). (b) Allocation of Goodwill by segment and CGU grouping
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    

A$000Australasia
    
    
    20,931
    
    
    
    26,870
    
    
    
    
    
    
    
    North America
    
    
    1,005,620
    
    
    
    1,025,617
    
    
    
    
    
    
    
    Europe
    
    
    120,234
    
    
    
    114,047
    
    
    
    
    
    
    
    1,146,785
    
    
    
    1,166,534
    
    
    
    
    
    
    
    
 (c) Goodwill impairment testing
  Impairment of Assets,
 F-38




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 13  Goodwill (continued)
 (d) Key assumptions used for value-in-use calculations
   (e) Impairment charge
 
 (f) Impact of possible changes in key assumptions
  F-39




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 14  Intangible assets
 Supplierrelation-
    
    Tradeships
    
    names
    
    Permits
    
    Contracts
    
    Other
    
    TotalConsolidated
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000
    
    A$000At 30 June 2009Cost
    
    
    262,937
    
    
    
    38,329
    
    
    
    9,759
    
    
    
    33,350
    
    
    
    
    
    
    
    344,375Accumulated amortisation
    
    
    (75,316
    )
    
    
    (2,481
    )
    
    
    
    
    
    
    (27,768
    )
    
    
    
    
    
    
    (105,565
    )Net book amount
    
    
    187,621
    
    
    
    35,848
    
    
    
    9,759
    
    
    
    5,582
    
    
    
    
    
    
    
    238,810Year ended 30 June 2009Balance at 1 July
    
    
    189,896
    
    
    
    31,830
    
    
    
    4,295
    
    
    
    9,478
    
    
    
    123
    
    
    
    235,622Acquisitions
    
    
    7,044
    
    
    
    
    
    
    
    
    
    
    
    708
    
    
    
    
    
    
    
    7,752Transfers
    
    
    (3,403
    )
    
    
    
    
    
    
    3,526
    
    
    
    
    
    
    
    (123
    )
    
    
    Amortisation charge
    
    
    (39,967
    )
    
    
    (2,077
    )
    
    
    
    
    
    
    (8,033
    )
    
    
    
    
    
    
    (50,077
    )Foreign exchange differences
    
    
    34,051
    
    
    
    6,095
    
    
    
    1,938
    
    
    
    3,429
    
    
    
    
    
    
    
    45,513Balance at 30 June
    
    
    187,621
    
    
    
    35,848
    
    
    
    9,759
    
    
    
    5,582
    
    
    
    
    
    
    
    238,810At 30 June 2008Cost
    
    
    219,799
    
    
    
    32,308
    
    
    
    4,295
    
    
    
    25,499
    
    
    
    195
    
    
    
    282,096Accumulated amortisation
    
    
    (29,903
    )
    
    
    (478
    )
    
    
    
    
    
    
    (16,021
    )
    
    
    (72
    )
    
    
    (46,474
    )Net book amount
    
    
    189,896
    
    
    
    31,830
    
    
    
    4,295
    
    
    
    9,478
    
    
    
    123
    
    
    
    235,622Year ended 30 June 2008Balance at 1 July
    
    
    72,287
    
    
    
    
    
    
    
    7,609
    
    
    
    13,240
    
    
    
    1,038
    
    
    
    94,174Acquisitions
    
    
    169,110
    
    
    
    34,468
    
    
    
    1,682
    
    
    
    5,823
    
    
    
    395
    
    
    
    211,478Transfer to SA Recycling LLC
    
    
    (17,804
    )
    
    
    
    
    
    
    (3,957
    )
    
    
    
    
    
    
    (1,012
    )
    
    
    (22,773
    )Amortisation charge
    
    
    (20,626
    )
    
    
    (487
    )
    
    
    
    
    
    
    (6,907
    )
    
    
    (176
    )
    
    
    (28,196
    )Acceleration of amortisation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,094
    )
    
    
    
    
    
    
    (1,094
    )Foreign exchange differences
    
    
    (13,071
    )
    
    
    (2,151
    )
    
    
    (1,039
    )
    
    
    (1,584
    )
    
    
    (122
    )
    
    
    (17,967
    )Balance at 30 June
    
    
    189,896
    
    
    
    31,830
    
    
    
    4,295
    
    
    
    9,478
    
    
    
    123
    
    
    
    235,622
 Note 15  Trade and other payables
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Trade payables
    
    
    309,626
    
    
    
    904,805
    
    
    
    
    
    
    
    Other payables
    
    
    219,930
    
    
    
    153,634
    
    
    
    255
    
    
    
    72Deferred income
    
    
    8,391
    
    
    
    3,814
    
    
    
    
    
    
    
    Amounts payable to subsidiaries (including taxes payable)
    
    
    
    
    
    
    
    
    
    
    284,576
    
    
    
    343,411537,947
    
    
    
    1,062,253
    
    
    
    284,831
    
    
    
    343,483
 F-40




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 16  Borrowings
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Current borrowings
    
    
    811
    
    
    
    877
    
    
    
    
    
    
    
    Non-current borrowings:Bank loans
    
    
    173,394
    
    
    
    397,081
    
    
    
    
    
    
    
    Other borrowings
    
    
    939
    
    
    
    456
    
    
    
    
    
    
    
    174,333
    
    
    
    397,537
    
    
    
    
    
    
    
    
  Note 17  Provisions
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    

    A$000Current:Employee entitlements
    
    
    14,794
    
    
    
    21,004
    
    
    
    
    
    
    
    Other
    
    
    7,006
    
    
    
    7,060
    
    
    
    
    
    
    
    21,800
    
    
    
    28,064
    
    
    
    
    
    
    
    Non-current:Employee entitlements
    
    
    12,158
    
    
    
    10,307
    
    
    
    
    
    
    
    Environmental compliance
    
    
    5,259
    
    
    
    6,875
    
    
    
    
    
    
    
    Contingent consideration  business combinations
    
    
    14,244
    
    
    
    17,547
    
    
    
    
    
    
    
    Other
    
    
    2,365
    
    
    
    
    
    
    
    
    
    
    
    34,026
    
    
    
    34,729
    
    
    
    
    
    
    
    
   (a) Movements in carrying amounts
 Current
    
    Non-currentContingent
    
    Environ-consider-
    
    mentalOther
    
    ation
    
    compliance
    
    OtherConsolidated
    
        A$000
    
        A$000
    
        A$000
    
        A$000Balance at 1 July
    
    
    7,060
    
    
    
    17,547
    
    
    
    6,875
    
    
    
    Reclassifications/transfers
    
    
    (1,281
    )
    
    
    (1,967
    )
    
    
    
    
    
    
    1,967Additional provisions recognised
    
    
    1,907
    
    
    
    1,641
    
    
    
    
    
    
    
    233Payments
    
    
    (758
    )
    
    
    
    
    
    
    (3,144
    )
    
    
    (198
    )Purchase accounting adjustment
    
    
    
    
    
    
    (3,535
    )
    
    
    
    
    
    
    Foreign exchange differences
    
    
    78
    
    
    
    558
    
    
    
    1,528
    
    
    
    363Balance at 30 June
    
    
    7,006
    
    
    
    14,244
    
    
    
    5,259
    
    
    
    2,365
 F-41




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 18  Retirement benefit obligations
   (a) Balance sheet amounts
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Present value of the defined benefit obligation
    
    
    73,410
    
    
    
    81,559
    
    
    
    
    
    
    
    Fair value of defined benefit plan assets
    
    
    (62,231
    )
    
    
    (76,731
    )
    
    
    
    
    
    
    Net liability in the balance sheet
    
    
    11,179
    
    
    
    4,828
    
    
    
    
    
    
    
    
  (b) Reconciliations
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Reconciliation of the present value of the defined benefit
obligation, which is partly funded:Balance at 1 July
    
    
    81,559
    
    
    
    69,976
    
    
    
    
    
    
    
    Current service cost
    
    
    2,167
    
    
    
    2,012
    
    
    
    
    
    
    
    Interest cost
    
    
    5,001
    
    
    
    3,933
    
    
    
    
    
    
    
    Actuarial gains
    
    
    (8,679
    )
    
    
    (535
    )
    
    
    
    
    
    
    Benefits paid
    
    
    (9,725
    )
    
    
    (3,333
    )
    
    
    
    
    
    
    Contributions paid by members
    
    
    471
    
    
    
    496
    
    
    
    
    
    
    
    Acquired in business combinations
    
    
    
    
    
    
    14,002
    
    
    
    
    
    
    
    Plan changes
    
    
    231
    
    
    
    
    
    
    
    
    
    
    
    Foreign exchange differences
    
    
    2,385
    
    
    
    (4,992
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    73,410
    
    
    
    81,559
    
    
    
    
    
    
    
    Reconciliation of the fair value of plan assets:Balance at 1 July
    
    
    76,731
    
    
    
    77,430
    
    
    
    
    
    
    
    Expected return on plan assets
    
    
    5,522
    
    
    
    5,466
    
    
    
    
    
    
    
    Actuarial losses
    
    
    (16,867
    )
    
    
    (11,825
    )
    
    
    
    
    
    
    Contributions by Group
    
    
    3,815
    
    
    
    2,147
    
    
    
    
    
    
    
    Contributions paid by members
    
    
    471
    
    
    
    496
    
    
    
    
    
    
    
    Benefits paid
    
    
    (9,725
    )
    
    
    (3,333
    )
    
    
    
    
    
    
    Acquired in business combinations
    
    
    
    
    
    
    12,468
    
    
    
    
    
    
    
    Foreign exchange differences
    
    
    2,284
    
    
    
    (6,118
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    62,231
    
    
    
    76,731
    
    
    
    
    
    
    
    
 F-42




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 18  Retirement benefit obligations (continued)
 (c) Amounts recognised in the income statement
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000
    
        A$000Current service cost
    
    
    2,167
    
    
    
    2,012
    
    
    
    2,663
    
    
    
    
    
    
    
    Interest cost
    
    
    5,001
    
    
    
    3,933
    
    
    
    3,921
    
    
    
    
    
    
    
    Curtailment/settlement gain
    
    
    
    
    
    
    
    
    
    
    (1,726
    )
    
    
    
    
    
    
    Expected return on plan assets
    
    
    (5,522
    )
    
    
    (5,466
    )
    
    
    (4,968
    )
    
    
    
    
    
    
    Total included in employee benefits expense
    
    
    1,646
    
    
    
    479
    
    
    
    (110
    )
    
    
    
    
    
    
    Actual return on plan assets
    
    
    (11,345
    )
    
    
    (6,359
    )
    
    
    8,922
    
    
    
    
    
    
    
    
 (d) Amounts recognised in statements of recognised income and expense
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000
    
        A$000Actuarial (loss)/gain recognised in the year
    
    
    (8,188
    )
    
    
    (11,290
    )
    
    
    6,723
    
    
    
    
    
    
    
    Deferred tax
    
    
    2,715
    
    
    
    3,463
    
    
    
    (1,512
    )
    
    
    
    
    
    
    Defined benefit plan actuarial (loss)/gain, net of tax
    
    
    (5,473
    )
    
    
    (7,827
    )
    
    
    5,211
    
    
    
    
    
    
    
    Cumulative actuarial (losses)/gains (gross of tax)
recognised in the statement of recognised income
and expense
    
    
    (13,941
    )
    
    
    (5,753
    )
    
    
    5,537
    
    
    
    
    
    
    
    
 (e) Categories of plan assets
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Cash
    
    
    15,504
    
    
    
    18,816
    
    
    
    
    
    
    
    Equity instruments
    
    
    36,360
    
    
    
    41,498
    
    
    
    
    
    
    
    Debt instruments
    
    
    7,022
    
    
    
    9,675
    
    
    
    
    
    
    
    Property
    
    
    3,345
    
    
    
    6,005
    
    
    
    
    
    
    
    Other assets
    
    
    
    
    
    
    737
    
    
    
    
    
    
    
    Total plan assets
    
    
    62,231
    
    
    
    76,731
    
    
    
    
    
    
    
    
 F-43




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 18  Retirement benefit obligations (continued)
 (f) Principal actuarial assumptions
 Consolidated2009
    
    2008
    
    2007%
    
    %
    
    %AustraliaDiscount rate
    
    
    4.6
    
    
    
    5.5
    
    
    
    5.3Expected rate of return on plan assets
    
    
    8.0
    
    
    
    8.0
    
    
    
    8.0Future salary increases
    
    
    3.0
    
    
    
    5.0
    
    
    
    5.0United KingdomDiscount rate
    
    
    6.2
    
    
    
    6.2
    
    
    
    5.8Expected rate of return on plan assets
    
    
    6.1
    
    
    
    6.4
    
    
    
    5.8Future salary increases
    
    
    4.0
    
    
    
    5.0
    
    
    
    4.8United StatesDiscount rate
    
    
    6.5
    
    
    
    6.0
    
    
    
    Expected rate of return on plan assets
    
    
    8.0
    
    
    
    8.0
    
    
    
    Future salary increases
    
    
    3.5
    
    
    
    3.5
    
    
    
    
  (g) Employer contributions
   (h) Historic summary
 2009
    
    2008
    
    2007
    
    2006
    
    2005Consolidated
    
        A$000
    
        A$000
    
        A$000
    
        A$000
    
        A$000Defined benefit plan obligation
    
    
    73,410
    
    
    
    81,559
    
    
    
    69,976
    
    
    
    87,062
    
    
    
    82,913Plan assets
    
    
    (62,231
    )
    
    
    (76,731
    )
    
    
    (77,430
    )
    
    
    (82,232
    )
    
    
    (60,720
    )Deficit/(surplus)
    
    
    11,179
    
    
    
    4,828
    
    
    
    (7,454
    )
    
    
    4,830
    
    
    
    22,193Experience adjustments arising on plan liabilities
    
    
    (8,679
    )
    
    
    (535
    )
    
    
    (2,769
    )
    
    
    (2,602
    )
    
    
    9,687Experience adjustments arising on plan assets
    
    
    16,867
    
    
    
    11,825
    
    
    
    (3,954
    )
    
    
    (3,319
    )
    
    
    (2,580
    )
 F-44




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 19  Contributed equity
 (a) Share capital
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Ordinary shares  fully paid
    
    
    2,352,928
    
    
    
    2,325,924
    
    
    
    3,673,584
    
    
    
    3,646,580
   (b) Movements in ordinary shares
 Consolid-Number of
    
    ated
    
    ParentShares
    
        A$000
    
        A$000Balance at 1 July 2007
    
    
    125,851,663
    
    
    
    811,976
    
    
    
    2,132,632Issued under long-term incentive plans
    
    
    176,142
    
    
    
    
    
    
    
    Issued under the employee share plan recognised as issued
following repayment of associated employee loans
    
    
    82,659
    
    
    
    1,491
    
    
    
    1,491Issued on acquisition of Metal Management Inc
    
    
    53,473,817
    
    
    
    1,490,090
    
    
    
    1,490,090Issued under the dividend reinvestment plan
    
    
    617,417
    
    
    
    18,123
    
    
    
    18,123Issued on exercise of share options
    
    
    215,250
    
    
    
    4,244
    
    
    
    4,244Balance at 30 June 2008
    
    
    180,416,948
    
    
    
    2,325,924
    
    
    
    3,646,580Issued under long-term incentive plans
    
    
    257,282
    
    
    
    
    
    
    
    Issued under the employee share plan recognised as issued
following repayment of associated employee loans
    
    
    27,838
    
    
    
    442
    
    
    
    442Issued under the dividend reinvestment plan
    
    
    1,384,554
    
    
    
    26,562
    
    
    
    26,562Shares issued to employees for integration bonus
    
    
    60,096
    
    
    
    
    
    
    
    Balance at 30 June 2009 for accounting purposes
    
    
    182,146,718
    
    
    
    2,352,928
    
    
    
    3,673,584Issue of ordinary shares under the employee share scheme
deemed to be options for accounting purposes
    
    
    80,851
    
    
    
    
    
    
    
    Balance at 30 June 2009 per share register
    
    
    182,227,569
    
    
    
    2,352,928
    
    
    
    3,673,584
 (c) Employee share scheme and other share ownership plans
  (d) Dividend reinvestment plan
  F-45




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 20  Reserves and retained profits
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
    A$000(a) ReservesShare-based payments reserve
    
    
    38,426
    
    
    
    36,141
    
    
    
    38,426
    
    
    
    36,141Cash flow hedging reserve
    
    
    391
    
    
    
    (607
    )
    
    
    
    
    
    
    Foreign currency translation reserve
    
    
    127,228
    
    
    
    (209,869
    )
    
    
    
    
    
    
    166,045
    
    
    
    (174,335
    )
    
    
    38,426
    
    
    
    36,141(b) Movements in reservesShare-based payments reserveBalance at 1 July
    
    
    36,141
    
    
    
    5,355
    
    
    
    36,141
    
    
    
    5,355Share-based payment expense
    
    
    9,258
    
    
    
    13,388
    
    
    
    9,258
    
    
    
    13,388Shares issued to employees for integration bonus
    
    
    771
    
    
    
    
    
    
    
    771
    
    
    
    Share options assumed from Metal Management Inc
    
    
    
    
    
    
    10,523
    
    
    
    
    
    
    
    10,523Deferred tax on current year movements
    
    
    (7,744
    )
    
    
    6,875
    
    
    
    (7,744
    )
    
    
    6,875Balance at 30 June
    
    
    38,426
    
    
    
    36,141
    
    
    
    38,426
    
    
    
    36,141Hedging reserve  cash flow hedgesBalance at 1 July
    
    
    (607
    )
    
    
    9,049
    
    
    
    
    
    
    
    Revaluation
    
    
    540
    
    
    
    (13
    )
    
    
    
    
    
    
    Deferred tax on revaluation
    
    
    (149
    )
    
    
    (594
    )
    
    
    
    
    
    
    Transfer to net profit  gross
    
    
    13
    
    
    
    (14,320
    )
    
    
    
    
    
    
    Deferred tax on transfer to net profit
    
    
    594
    
    
    
    5,271
    
    
    
    
    
    
    
    Balance at 30 June
    
    
    391
    
    
    
    (607
    )
    
    
    
    
    
    
    Foreign currency translation reserveBalance at 1 July
    
    
    (209,683
    )
    
    
    (79,069
    )
    
    
    
    
    
    
    Currency translation differences arising during the year
    
    
    336,911
    
    
    
    (130,800
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    127,228
    
    
    
    (209,869
    )
    
    
    
    
    
    
    
 (c) Nature and purpose of reserves
 (i) Share-based payment reserve
  (ii) Hedging reserve
  (iii) Foreign currency translation reserve
  F-46




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 20  Reserves and retained profits (continued)
 (d) Retained profits
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Balance at 1 July
    
    
    682,335
    
    
    
    420,734
    
    
    
    923
    
    
    
    6,343Effect of accounting policy change
    
    
    
    
    
    
    4,042
    
    
    
    
    
    
    
    Restated balance at 1 July
    
    
    682,335
    
    
    
    424,776
    
    
    
    923
    
    
    
    6,343(Loss)/profit after tax
    
    
    (150,295
    )
    
    
    440,098
    
    
    
    230,177
    
    
    
    169,292Dividends paid
    
    
    (186,493
    )
    
    
    (174,712
    )
    
    
    (186,493
    )
    
    
    (174,712
    )Actuarial loss on defined benefit plans, net of tax
    
    
    (5,473
    )
    
    
    (7,827
    )
    
    
    
    
    
    
    Balance at 30 June
    
    
    340,074
    
    
    
    682,335
    
    
    
    44,607
    
    
    
    923
 Note 21  Dividends
 Consolidated
    
    Parent2009
    
    2008
    
    2007
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000
    
        A$000(a) Recognised amountsDeclared and paid during the yearInterim dividend 2009 paid at 28 cents per share
franked 100% at a 30% tax rate
    
    
    50,924
    
    
    
    
    
    
    
    
    
    
    
    50,924
    
    
    
    Final dividend 2008 paid at 75 cents per share
franked 23% at a 30% tax rate
    
    
    135,569
    
    
    
    
    
    
    
    
    
    
    
    135,569
    
    
    
    Interim dividend 2008 paid at 55 cents per share
franked 47% at a 30% tax rate
    
    
    
    
    
    
    99,013
    
    
    
    
    
    
    
    
    
    
    
    99,013Final dividend 2007 paid at 60 cents per share
franked 51% at a 30% tax rate
    
    
    
    
    
    
    75,699
    
    
    
    
    
    
    
    
    
    
    
    75,699Interim dividend 2007 paid at 60 cents per share
franked 57% at a 30% tax rate
    
    
    
    
    
    
    
    
    
    
    75,240
    
    
    
    
    
    
    
    Final dividend 2006 paid at 60 cents per share
franked 51% at a 30% tax rate
    
    
    
    
    
    
    
    
    
    
    74,782
    
    
    
    
    
    
    
    Total dividends paid
    
    
    186,493
    
    
    
    174,712
    
    
    
    150,022
    
    
    
    186,493
    
    
    
    174,712Shares issued under the dividend reinvestment plan
    
    
    (26,562
    )
    
    
    (18,123
    )
    
    
    (29,996
    )
    
    
    (26,562
    )
    
    
    (18,123
    )Total cash dividends paid
    
    
    159,931
    
    
    
    156,589
    
    
    
    120,026
    
    
    
    159,931
    
    
    
    156,589
 (b) Dividends not recognised at year end
  F-47




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 21  Dividends (continued)
 (c) Franked dividends
  Parent2009
    
    2008A$000
    
        A$000Franking credits available for the subsequent financial year based on tax rate
of 30% (2008: 30%)
    
    
    27,515
    
    
    
    47,786
  
    
    franking credits that will arise from the payment of income tax payable as at 30 June 2009;
    
    franking debits that will arise from the payment of dividends recognised as a liability as at
the reporting date; and
    
    franking credits that will arise from the receipt of dividends recognised as receivables at the
reporting date.
  Note 22  Contingencies
  (a) Guarantees
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Bank guarantees  subsidiaries
    
    
    64,274
    
    
    
    22,869
    
    
    
    54,752
    
    
    
    22,869Borrowing guarantee  SA Recycling LLC
    
    
    83,880
    
    
    
    129,857
    
    
    
    83,880
    
    
    
    129,857Total guarantees
    
    
    148,154
    
    
    
    152,726
    
    
    
    138,632
    
    
    
    152,726
  (b) Environmental claims
  F-48




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 22  Contingencies (continued)
 (c) Legal claims
  (d) Tax audits
  (e) Subsidiaries
  Note 23  Commitments
 (a) Capital commitments
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Payable within 1 year
    
    
    34,197
    
    
    
    24,624
    
    
    
    
    
    
    
    Payable later than 1 year but not later than 5 years
    
    
    465
    
    
    
    935
    
    
    
    
    
    
    
    34,662
    
    
    
    25,559
    
    
    
    
    
    
    
    
  (b) Lease commitments
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
        A$000
    
        A$000
    
        A$000Not later than one year
    
    
    69,806
    
    
    
    60,010
    
    
    
    1,140
    
    
    
    Later than one, but not later than three years
    
    
    107,516
    
    
    
    90,661
    
    
    
    3,908
    
    
    
    Later than three, but not later than five years
    
    
    53,163
    
    
    
    39,841
    
    
    
    3,908
    
    
    
    Later than five years
    
    
    127,855
    
    
    
    61,695
    
    
    
    50,387
    
    
    
    Total lease commitments not recognised as liabilities
    
    
    358,340
    
    
    
    252,207
    
    
    
    59,343
    
    
    
    
  F-49




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 23  Commitments (continued)
 (b) Lease commitments (continued)
 Parent lease commitment
  Note 24  Share ownership plans
   (a) Non-executive Director (NED) Share Plan
   (b) 2009 Long Term Incentive Plan (2009-LTIP)
  F-50




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 24  Share ownership plans (continued)
 (b) 2009 Long Term Incentive Plan (continued)
  Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested andat start
    
    
    Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    Balance
    
    
    exercisableGrant
    
    Expiry
    
    
    Exercise
    
    
    of the
    
    
    during
    
    
    during
    
    
    during
    
    
    at end of
    
    
    at end ofdate
    
    date
    
    
    price
    
    
    year
    
    
    the year
    
    
    the year
    
    
    the year
    
    
    the year
    
    
    the yearOrdinary shares:Options:24 Nov 08
    

    24 Nov 15
    
    
    
    A$
    13.11
    
    
    
    
    
    
    
    135,435
    
    
    
    
    
    
    
    
    
    
    
    135,435
    
    
    
    2 Apr 09
    
    2 Apr 16
    
    
    
    A$
    17.79
    
    
    
    
    
    
    
    135,831
    
    
    
    
    
    
    
    
    
    
    
    135,831
    
    
    
    17 Jun 09
    
    17 Jun 16
    
    
    
    A$
    25.22
    
    
    
    
    
    
    
    287,526
    
    
    
    
    
    
    
    
    
    
    
    287,526
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    558,792
    
    
    
    
    
    
    
    
    
    
    
    558,792
    
    
    
    Weighted average exercise price
    
    A$
    0.00
    
    
    A$
    20.48
    
    
    A$
    0.00
    
    
    A$
    0.00
    
    
    A$
    20.48
    
    
    A$
    0.00Rights:24 Nov 08
    

    30 Jun 13
    
    
    
    
    
    
    
    
    
    
    
    
    44,440
    
    
    
    
    

    
    
    
    
    
    
    44,4402 Apr 09
    

    30 Jun 13
    
    
    
    
    
    
    
    
    
    
    
    
    49,345
    
    
    
    
    
    
    
    
    
    
    
    49,34523 Jun 09
    

    1 Jul 12
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    5,000Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,785
    
    
    
    
    
    
    
    
    
    
    
    98,785ADS:Options:24 Nov 08
    

    24 Nov 15
    
    
    
    US$
    8.39
    
    
    
    
    
    
    
    181,654
    
    
    
    
    
    
    
    
    
    
    
    181,654
    
    
    
    2 Apr 09
    

    2 Apr 16
    
    
    
    US$
    12.19
    
    
    
    
    
    
    
    284,908
    
    
    
    
    
    
    
    
    
    
    
    284,908
    
    
    
    17 Jun 09
    

    17 Jun 16
    
    
    
    US$
    20.73
    
    
    
    
    
    
    
    715,910
    
    
    
    
    
    
    
    
    
    
    
    715,910
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,182,472
    
    
    
    
    
    
    
    
    
    
    
    1,182,472
    
    
    
    Weighted average exercise price
    
    US$
    0.00
    
    
    US$
    16.78
    
    
    US$
    0.00
    
    
    US$
    0.00
    
    
    US$
    16.78
    
    
    US$
    0.00Rights:24 Nov 08
    
    30 Jun 13
    
    
    
    
    
    
    
    
    
    
    
    
    61,092
    
    
    
    
    
    
    
    
    
    
    
    61,0922 Apr 09
    
    30 Jun 13
    
    
    
    
    
    
    
    
    
    
    
    
    125,385
    
    
    
    
    
    
    
    
    
    
    
    125,38530 Jun 09
    

    1 Apr 12
    
    
    
    
    
    
    
    
    
    
    
    
    11,562
    
    
    
    
    

    
    
    
    
    
    
    11,562Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    198,039
    
    
    
    
    
    
    
    
    
    
    
    198,039
   F-51




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 24  Share ownership plans (continued)
 (b) 2009 Long Term Incentive Plan (continued)
  Options
    
    RightsOrdinary
    
    
    
    
    
    Ordinary2009:
    
    shares
    
    ADS
    
    shares
    
    ADSRisk-free interest rate
    
    
    4.7
    %
    
    
    3.0
    %
    
    
    4.1
    %
    
    
    2.5
    %Dividend yield
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    4.0
    %
    
    
    4.0
    %Volatility
    
    
    46.3
    %
    
    
    55.7
    %
    
    
    44.6
    %
    
    
    54.0
    %Expected life (years)
    
    
    4.3
    
    
    
    4.3
    
    
    
    5.0
    
    
    
    5.0Share price at grant date
    
    A$
    20.10
    
    
    US$
    16.07
    
    
    A$
    15.48
    
    
    US$
    11.78Fair Value
    

    A$
    6.27
    
    
    US$
    5.48
    
    
    A$
    12.42
    
    
    US$

    8.81
 (c) 2008 Long Term Incentive Plan (2008-LTIP)
    F-52




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 24  Share ownership plans (continued)
 (c) 2008 Long Term Incentive Plan (continued)
  Fair valueper share
    
    
    Balance at
    
    
    Granted
    
    
    Vested
    
    
    Forfeited
    
    
    Balance atGrant
    
    Expiry
    
    
    at grant
    
    
    start of the
    
    
    during the
    
    
    during the
    
    
    during the
    
    
    end of thedate
    
    date
    
    
    date A$
    
    
    year
    
    
    year
    
    
    year
    
    
    year
    
    
    year2009:25 Sept 07
    
    1 Sept 08
    
    $
    31.62
    
    
    
    159,016
    
    
    
    
    
    
    
    (156,969
    )
    
    
    (2,047
    )
    
    
    25 Sept 07
    
    1 Sept 09
    
    $
    29.78
    
    
    
    167,822
    
    
    
    
    
    
    
    
    
    
    
    (4,146
    )
    
    
    163,67625 Sept 07
    
    1 Sept 12
    
    $
    24.0228.04
    
    
    
    480,122
    
    
    
    
    
    
    
    
    
    
    
    (21,401
    )
    
    
    458,721Totals  2009
    
    
    
    
    
        
    
    
    
    806,960
    
    
    
    
    
    
    
    (156,969
    )
    
    
    (27,594
    )
    
    
    622,397Totals  2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    806,960
    
    
    
    
    
    
    
    
    
    
    
    806,960
  (d) Former Executive Long Term Incentive Plan (Former LTIP)
  (i) Employee share plan
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested andat start
    
    
    Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    Balance
    
    
    exercisableGrant
    
    Expiry
    
    
    Exercise
    
    
    of the
    
    
    during
    
    
    during
    
    
    during
    
    
    at end of
    
    
    at end ofdate
    
    date
    
    
    price A$
    
    
    year
    
    
    the year
    
    
    the year
    
    
    the year
    
    
    the year
    
    
    the year2009:22 Jul 05
    
    22 Jul 10
    
    $
    14.99
    
    
    
    44,286
    
    
    
    
    
    
    
    (21,081
    )
    
    
    
    
    
    
    23,205
    
    
    
    23,20528 Jul 06
    
    28 Jul 11
    
    $
    18.73
    
    
    
    64,403
    
    
    
    
    
    
    
    (6,757
    )
    
    
    
    
    
    
    57,646
    
    
    
    23,626Totals  2009
    
    
    
    
    
    
    
    
    
    
    108,689
    
    
    
    
    
    
    
    (27,838
    )
    
    
    
    
    
    
    80,851
    
    
    
    46,831Weighted average exercise price
    
    $
    17.21
    
    
    $
    0.00
    
    
    $
    15.90
    
    
    $
    0.00
    
    
    $
    17.66
    
    
    $
    16.88Totals  2008
    
    
    
    
    
    
    
    
    
    
    191,348
    
    
    
    
    
    
    
    (82,659
    )
    
    
    
    
    
    
    108,689
    
    
    
    46,818Weighted average exercise price
    
    $
    17.56
    
    
    $
    0.00
    
    
    $
    18.03
    
    
    $
    0.00
    
    
    $
    17.21
    
    
    $
    17.42
 F-53




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 24  Share ownership plans (continued)
 (d) Former Executive Long Term Incentive Plan (continued)
 (ii) Restricted share units
 
 Fair valueper share
    
    
    Balance at
    
    
    Granted
    
    
    Vested
    
    
    Forfeited
    
    
    Balance atGrant
    
    Expiry
    
    
    at grant
    
    
    start of the
    
    
    during the
    
    
    during the
    
    
    during the
    
    
    end of thedate
    
    date
    
    
    date A$
    
    
    year
    
    
    year
    
    
    year
    
    
    year
    
    
    year2009:1 Nov 05
    
    1 Jul 09
    
    $
    14.72
    
    
    
    107,506
    
    
    
    
    
    
    
    (58,730
    )
    
    
    
    
    
    
    48,77628 Jul 06
    
    1 Sep 09
    
    $
    7.66
    
    
    
    11,028
    
    
    
    
    
    
    
    
    
    
    
    (2,380
    )
    
    
    8,6483 Mar 08
    
    31 Aug 11
    
    $
    29.81
    
    
    
    13,735
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,735Totals  2009
    
    
    
    
    
    
    
    
    
    
    132,269
    
    
    
    
    
    
    
    (58,730
    )
    
    
    (2,380
    )
    
    
    71,159Totals  2008
    
    
    
    
    
    
    
    
    
    
    232,011
    
    
    
    53,552
    
    
    
    (123,431
    )
    
    
    (29,863
    )
    
    
    132,269
  (iii) Performance rights
   Fair valueper share
    
    
    Balance at
    
    
    Granted
    
    
    Vested
    
    
    Forfeited
    
    
    Balance atGrant
    
    Expiry
    
    
    at grant
    
    
    start of the
    
    
    during the
    
    
    during the
    
    
    during the
    
    
    end of thedate
    
    date
    
    
    date A$
    
    
    year
    
    
    year
    
    
    year
    
    
    year
    
    
    year2009:31 Oct 05
    
    30 Oct 10
    
    $
    16.68
    
    
    
    71,947
    
    
    
    
    
    
    
    (23,983
    )
    
    
    
    
    
    
    47,96418 Nov 05
    
        30 Oct 08
    
    $
    16.68
    
    
    
    14,989
    
    
    
    
    
    
    
    (14,989
    )
    
    
    
    
    
    
    10 Jul 06
    
        30 Jun 09
    
    $
    19.15
    
    
    
    7,833
    
    
    
    
    
    
    
    (2,611
    )
    
    
    (5,222
    )
    
    
    28 Jul 06
    
    1 Sep 09
    
    $
    7.66
    
    
    
    3,579
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,5791 Jul 07
    
        30 Apr 10
    
    $
    22.26
    
    
    
    44,803
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,80317 Sep 07
    
        30 Apr 10
    
    $
    27.27
    
    
    
    42,088
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,088Totals  2009
    
    
    
    
    
    
    
    
    
    
    185,239
    
    
    
    
    
    
    
    (41,583
    )
    
    
    (5,222
    )
    
    
    138,434Totals  2008
    
    
    
    
    
    
    
    
    
    
    152,711
    
    
    
    86,891
    
    
    
    (52,711
    )
    
    
    (1,652
    )
    
    
    185,239
  F-54




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 24  Share ownership plans (continued)
 (e) Transition Incentive Share Plan related to the Metal Management Inc Merger
  (i) Share options
   Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested andExercise
    
    
    at start
    
    
    Assumed
    
    
    Exercised
    
    
    Forfeited
    
    
    Balance
    
    
    exercisableGrant
    
    Expiry
    
    
    price
    
    
    of the
    
    
    during
    
    
    during
    
    
    during
    
    
    at end of
    
    
    at end ofdate
    
    date
    
    
    US$
    
    
    year
    
    
    the year
    
    
    the year
    
    
    the year
    
    
    the year
    
    
    the year2009:14 Mar 08
    
    16 Jan 14
    
    $
    8.57
    
    
    
    61,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,500
    
    
    
    61,50014 Mar 08
    
        16 Apr 14
    
    $
    8.76
    
    
    
    20,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,500
    
    
    
    20,50014 Mar 08
    
        16 Jan 14
    
    $
    12.81
    
    
    
    205,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,000
    
    
    
    205,00014 Mar 08
    
    7 Apr 11
    
    $
    15.29
    
    
    
    123,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,000
    
    
    
    123,00014 Mar 08
    
    16 Jan 14
    
    $
    17.08
    
    
    
    205,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,000
    
    
    
    205,00014 Mar 08
    
        28 Apr 12
    
    $
    22.55
    
    
    
    123,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,000
    
    
    
    123,000Totals  2009
    
    
    
    
    
    
    
    
    
    
    738,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    738,000
    
    
    
    738,000Weighted average exercise price
    
    
    
    
    
    $
    15.54
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    15.54
    
    
    $
    15.54Totals  2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    953,250
    
    
    
    (215,250
    )
    
    
    
    
    
    
    738,000
    
    
    
    738,000Weighted average exercise price
    
    
    
    
    
    $
    0.00
    
    
    $
    16.31
    
    
    $
    34.58
    
    
    $
    0.00
    
    
    $
    15.54
    
    
    $
    15.54
   F-55




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 24  Share ownership plans (continued)
 (e) Transition Incentive Share Plan related to the Metal Management Inc Merger (continued)
 (ii) Restricted shares
   Fair valueper share
    
    
    Balance at
    
    
    Assumed
    
    
    Vested
    
    
    Forfeited
    
    
    Balance atGrant
    
    Expiry
    
    
    at grant
    
    
    start of the
    
    
    during the
    
    
    during the
    
    
    during the
    
    
    end of thedate
    
    date
    
    

date US$
    
    
    year
    
    
    year
    
    
    year
    
    
    year
    
    
    year2009:14 Mar 08
    
    14 Mar 09
    
    $
    25.27
    
    
    
    83,150
    
    
    
    
    
    
    
    (78,025
    )
    
    
    (5,125
    )
    
    
    14 Mar 08
    
    14 Mar 10
    
    $
    25.27
    
    
    
    83,159
    
    
    
    
    
    
    
    
    
    
    
    (12,027
    )
    
    
    71,13214 Mar 08
    
    14 Mar 11
    
    $
    25.27
    
    
    
    83,176
    
    
    
    
    
    
    
    
    
    
    
    (12,027
    )
    
    
    71,149Totals  2009
    
    
    
    
    
    
    
    
    
    
    249,485
    
    
    
    
    
    
    
    (78,025
    )
    
    
    (29,179
    )
    
    
    142,281Totals  2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256,250
    
    
    
    
    
    
    
    (6,765
    )
    
    
    249,485
 (f) Effect of share-based payments on profit and loss
  Note 25  Key management personnel disclosures
  (a) Key management personnel compensation
 Consolidated
    
    
    Parent2009
    
    
    2008
    
    
    2009
    
    
    2008A$
    
    
    A$
    
    
    A$
    
    
    A$Short-term benefits
    
    
    19,434,908
    
    
    
    15,180,745
    
    
    
    2,733,303
    
    
    
    2,777,023Long-term benefits
    
    
    166,344
    
    
    
    262,147
    
    
    
    
    
    
    
    Post-employment benefits
    
    
    616,273
    
    
    
    657,350
    
    
    
    
    
    
    
    Termination benefits
    
    
    3,130,316
    
    
    
    
    
    
    
    
    
    
    
    Share-based payments
    
    
    5,167,311
    
    
    
    7,681,214
    
    
    
    
    
    
    
    28,515,152
    
    
    
    23,781,456
    
    
    
    2,733,303
    
    
    
    2,777,023
  F-56




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel
 (i) Options provided as remuneration and shares issued on exercise of such options
  (ii) Share holdings
  2009
    
    
    
    
    
    Receivedon
    
    
    
    
    
    
    OtherBalance
    
    
    exercise
    
    
    
    
    
    
    changes
    
    
    Balanceat 1 July
    
    
    of options
    
    
    Purchases
    
    
    during
    
    
    at 30 JuneName
    
    2008
    
    
    or rights
    
    
    /(Sold)
    
    
    the year
    
    
    2009Non-Executive Directors:N Bobins (ADS)
    
    
    54,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,600M Feeney
    
    
    25,734
    
    
    
    
    
    
    
    940
    
    
    
    
    
    
    
    26,674P Mazoudier
    
    
    14,639
    
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    15,201G Morris (ADS)
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000C Renwick
    
    
    1,444
    
    
    
    
    
    
    
    1,700
    
    
    
    
    
    
    
    3,144P Varello (ADS)
    
    
    6,225
    
    
    
    
    
    
    
    24,600
    
    
    
    
    
    
    
    30,825Executive Directors:D Dienst (ADS)
    
    
    1,156,872
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,156,872R Cunningham1
    
    
    
    
    
    
    32,433
    
    
    
    (14,989
    )
    
    
    (17,444
    )
    
    
    J Sutcliffe2
    
    
    52,255
    
    
    
    82,577
    
    
    
    (102,255
    )
    
    
    
    
    
    
    32,577Senior Executives:T Bird3
    
    
    
    
    
    
    6,732
    
    
    
    (6,732
    )
    
    
    
    
    
    
    G Davy
    
    
    3,003
    
    
    
    12,903
    
    
    
    (12,903
    )
    
    
    
    
    
    
    3,003R Kelman (ADS)4
    
    
    
    
    
    
    14,931
    
    
    
    (14,931
    )
    
    
    30,048
    
    
    
    30,048R Larry (ADS)
    
    
    90,972
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,972D McGree
    
    
    
    
    
    
    11,924
    
    
    
    
    
    
    
    
    
    
    
    11,924A Ratner (ADS)4
    
    
    74,316
    
    
    
    
    
    
    
    (3,115
    )
    
    
    30,048
    
    
    
    101,249Total
    
    
    1,500,060
    
    
    
    161,500
    
    
    
    (127,123
    )
    
    
    42,652
    
    
    
    1,577,089
 
 1
    
    Mr Cunningham retired from the Board on 21 November 2008. Other
changes for Mr Cunningham represent his share holdings on the date of his retirement.2
    
    Mr Sutcliffes service agreement was terminated by way of redundancy on 26 August 2009.3
    
    The Company accepted Mr Birds resignation on 17 August 2009.4
    
    Other changes for Messrs Kelman and Ratner represent shares they each received as part of an integration bonus. F-57




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel (continued)
 (ii) Share holdings (continued)
 2008
    
    
    
    
    
    Receivedon
    
    
    
    
    
    OtherBalance
    
    exercise
    
    
    
    
    
    changes
    
    Balanceat 1 July
    
    of options
    
    Purchases
    
    during
    
    at 30 JuneName
    
    2007
    
    or rights
    
    /(Sold)
    
    the year
    
    2008Non-Executive Directors:N Bobins (ADS)
    
    
    
    
    
    
    123,000
    
    
    
    (68,400
    )
    
    
    
    
    
    
    54,600G Brunsdon2
    
    
    3,497
    
    
    
    
    
    
    
    
    
    
    
    (3,497
    )
    
    
    J DiLacqua1(ADS)
    
    
    
    
    
    
    61,500
    
    
    
    (61,500
    )
    
    
    
    
    
    
    B Every2
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    (4,000
    )
    
    
    M Feeney
    
    
    25,504
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    25,734P Mazoudier
    
    
    14,082
    
    
    
    
    
    
    
    557
    
    
    
    
    
    
    
    14,639G Morris (ADS)
    
    
    
    
    
    
    30,750
    
    
    
    (10,750
    )
    
    
    
    
    
    
    20,000C Renwick
    
    
    
    
    
    
    
    
    
    
    1,444
    
    
    
    
    
    
    
    1,444P Varello (ADS)
    
    
    4,600
    
    
    
    
    
    
    
    1,625
    
    
    
    
    
    
    
    6,225Executive Directors:D Dienst3 (ADS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,156,872
    
    
    
    1,156,872R Cunningham1
    
    
    
    
    
    
    25,408
    
    
    
    (25,408
    )
    
    
    
    
    
    
    J Sutcliffe4
    
    
    15,517
    
    
    
    60,721
    
    
    
    (23,983
    )
    
    
    
    
    
    
    52,255Senior Executives:T Bird5
    
    
    
    
    
    
    2,788
    
    
    
    (2,788
    )
    
    
    
    
    
    
    G Davy
    
    
    
    
    
    
    3,003
    
    
    
    
    
    
    
    
    
    
    
    3,003R Kelman (ADS)
    
    
    
    
    
    
    29,863
    
    
    
    (29,863
    )
    
    
    
    
    
    
    R Larry3 (ADS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,972
    
    
    
    90,972D McGree
    
    
    
    
    
    
    8,185
    
    
    
    (8,185
    )
    
    
    
    
    
    
    A Ratner (ADS) 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,316
    
    
    
    74,316Total
    
    
    67,200
    
    
    
    345,218
    
    
    
    (227,021
    )
    
    
    1,314,663
    
    
    
    1,500,060
 
 1
    
    Messrs Cunningham and DiLacqua retired from the Board on 21 November 2008.2
    
    Messrs Brunsdon and Every retired from the Board on 21 November 2007.3
    
    Other changes for Messrs Dienst, Larry and Ratner represent their respective
shareholdings after the merger with Metal Management Inc.
Amount for Mr Ratner also includes 25,625 restricted share awards which will vest over 3 years
subject to employment conditions.4
    
    Mr Sutcliffes service agreement was terminated by way of redundancy on 26 August
2009.5
    
    The Company accepted Mr Birds resignation on 17 August 2009. F-58




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel (continued)
 (iii) Option holdings
  2009
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    BalanceBalance
    
    as
    
    
    
    
    
    
    
    
    
    at 30at 1 July
    
    compen-
    
    
    
    
    
    Other
    
    JuneName
    
    2008
    
    sation
    
    Exercised
    
    changes
    
    2009
    
    Vested
    
    UnvestedNon-Executive Directors:R Lewon (ADS)
    
    
    123,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,000
    
    
    
    123,000
    
    
    
    G Morris (ADS)
    
    
    205,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,000
    
    
    
    205,000
    
    
    
    Executive Directors:D Dienst (ADS)
    
    
    410,000
    
    
    
    181,654
    
    
    
    
    
    
    
    
    
    
    
    591,654
    
    
    
    410,000
    
    
    
    181,654J Sutcliffe3
    
    
    
    
    
    
    135,435
    
    
    
    
    
    
    
    
    
    
    
    135,435
    
    
    
    
    
    
    
    135,435Senior Executives:T Bird4
    
    
    
    
    
    
    39,347
    
    
    
    
    
    
    
    
    
    
    
    39,347
    
    
    
    
    
    
    
    39,347G Davy
    
    
    
    
    
    
    48,950
    
    
    
    
    
    
    
    
    
    
    
    48,950
    
    
    
    
    
    
    
    48,950R Kelman (ADS)
    
    
    
    
    
    
    87,664
    
    
    
    
    
    
    
    
    
    
    
    87,664
    
    
    
    
    
    
    
    87,664R Larry (ADS)
    
    
    
    
    
    
    109,580
    
    
    
    
    
    
    
    
    
    
    
    109,580
    
    
    
    
    
    
    
    109,580D McGree
    
    
    
    
    
    
    47,534
    
    
    
    
    
    
    
    
    
    
    
    47,534
    
    
    
    
    
    
    
    47,534A Ratner (ADS)
    
    
    
    
    
    
    87,664
    
    
    
    
    
    
    
    
    
    
    
    87,664
    
    
    
    
    
    
    
    87,664Total
    
    
    738,000
    
    
    
    737,828
    
    
    
    
    
    
    
    
    
    
    
    1,475,828
    
    
    
    738,000
    
    
    
    737,828
 2008
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    BalanceBalance
    
    as
    
    
    
    
    
    
    
    
    
    at 30at 1 July
    
    compen-
    
    
    
    
    
    Other
    
    JuneName
    
    2007
    
    sation
    
    Exercised
    
    changes1
    
    2008
    
    Vested
    
    UnvestedNon-Executive Directors:N Bobins (ADS)
    
    
    
    
    
    
    
    
    
    
    (123,000
    )
    
    
    123,000
    
    
    
    
    
    
    
    
    
    
    
    J DiLacqua2 (ADS)
    
    
    
    
    
    
    
    
    
    
    (61,500
    )
    
    
    61,500
    
    
    
    
    
    
    
    
    
    
    
    R Lewon (ADS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,000
    
    
    
    123,000
    
    
    
    123,000
    
    
    
    G Morris (ADS)
    
    
    
    
    
    
    
    
    
    
    (30,750
    )
    
    
    235,750
    
    
    
    205,000
    
    
    
    205,000Executive Directors:D Dienst (ADS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    410,000
    
    
    
    410,000
    
    
    
    410,000
    
    
    
    R Cunningham2
    
    
    10,417
    
    
    
    
    
    
    
    (10,417
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    J Sutcliffe3
    
    
    36,738
    
    
    
    
    
    
    
    (36,738
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    D McGree
    
    
    8,185
    
    
    
    
    
    
    
    (8,185
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    55,340
    
    
    
    
    
    
    
    (270,590
    )
    
    
    953,250
    
    
    
    738,000
    
    
    
    738,000
    
    
    
    
 
 1
    
    Options were assumed as a result of the Metal Management Inc merger.2
    
    Mr Cunningham and Mr DiLacqua retired from the Board on 21 November 2008.3
    
    Mr Sutcliffes service agreement was terminated by way of redundancy on 26 August 2009.4
    
    The Company accepted Mr Birds resignation on 17 August 2009. F-59




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel (continued)
 (iv) Rights and award holdings
  Granted
    
    
    
    
    
    Balance
    
    Granted
    
    
    
    
    
    BalanceBalance
    
    as
    
    
    
    
    
    at 30
    
    as
    
    
    
    
    
    at 30at 1 July
    
    compen-
    
    
    
    
    
    June
    
    compen-
    
    
    
    
    
    JuneName
    
    2007
    
    sation
    
    Vested
    
    2008
    
    sation
    
    Vested
    
    2009Executive Directors:D Dienst (ADS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,092
    
    
    
    
    
    
    
    61,092R Cunningham1
    
    
    29,978
    
    
    
    66,847
    
    
    
    (14,989
    )
    
    
    81,836
    
    
    
    
    
    
    
    (32,433
    )
    
    
    49,403J Sutcliffe2
    
    
    95,930
    
    
    
    224,534
    
    
    
    (23,983
    )
    
    
    296,481
    
    
    
    44,440
    
    
    
    (82,577
    )
    
    
    258,344Senior Executives:T Bird3
    
    
    2,788
    
    
    
    54,785
    
    
    
    (2,788
    )
    
    
    54,785
    
    
    
    14,720
    
    
    
    (6,732
    )
    
    
    62,773G Davy
    
    
    3,003
    
    
    
    94,246
    
    
    
    (3,003
    )
    
    
    94,246
    
    
    
    18,312
    
    
    
    (12,903
    )
    
    
    99,655R Kelman (ADS)
    
    
    59,725
    
    
    
    24,644
    
    
    
    (29,863
    )
    
    
    54,506
    
    
    
    38,580
    
    
    
    (14,931
    )
    
    
    78,155R Larry (ADS)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,225
    
    
    
    
    
    
    
    48,225D McGree
    
    
    
    
    
    
    66,737
    
    
    
    
    
    
    
    66,737
    
    
    
    16,313
    
    
    
    (11,924
    )
    
    
    71,126A Ratner (ADS)
    
    
    
    
    
    
    25,625
    
    
    
    
    
    
    
    25,625
    
    
    
    38,580
    
    
    
    (8,541
    )
    
    
    55,664Total
    
    
    191,424
    
    
    
    557,418
    
    
    
    (74,626
    )
    
    
    674,216
    
    
    
    280,262
    
    
    
    (170,041
    )
    
    
    784,437
 
 1
    
    Mr. Cunningham retired from the Board on 21 November 2008. Balance as at 30 June 2009
represents awards that will vest in future periods based on satisfaction of performance criteria as
a result of good-leaver provisions in his share-based awards.2
    
    Mr Sutcliffes service agreement was terminated by way of redundancy
on 26 August 2009.3
    
    The Company accepted Mr Birds resignation on 17 August 2009. (c) Other transactions with key management personnel
  Note 26  Remuneration of auditors
  F-60




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 26  Remuneration of auditors (continued)
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000PricewaterhouseCoopers  Australian Firm:Audit of financial reports
    
    
    4,066
    
    
    
    2,166
    
    
    
    
    
    
    
    Sarbanes-Oxley readiness advice
    
    
    1,705
    
    
    
    
    
    
    
    
    
    
    
    Taxation services
    
    
    213
    
    
    
    427
    
    
    
    
    
    
    
    Acquisition due diligence and other
    
    
    110
    
    
    
    1,132
    
    
    
    
    
    
    
    6,094
    
    
    
    3,725
    
    
    
    
    
    
    
    Related practices of PricewaterhouseCoopers  Australian Firm:Audit of financial reports
    
    
    4,319
    
    
    
    2,194
    
    
    
    
    
    
    
    Sarbanes-Oxley readiness advice
    
    
    506
    
    
    
    
    
    
    
    
    
    
    
    Taxation services
    
    
    710
    
    
    
    138
    
    
    
    
    
    
    
    Acquisition due diligence and other
    
    
    31
    
    
    
    79
    
    
    
    
    
    
    
    5,566
    
    
    
    2,411
    
    
    
    
    
    
    
    Total remuneration for PricewaterhouseCoopers
    
    
    11,660
    
    
    
    6,136
    
    
    
    
    
    
    
    
 Note 27  Business combinations and disposals
 (a) Summary of acquisitions
  
    
    On 29 July 2008, the purchase of the assets and business of C Herring & Son Ltd. The business
is a small established ferrous and non-ferrous metal recycler and is based in Hartlepool,
United Kingdom.
    
    On 15 September 2008, the purchase of the assets and business of Weinert Recycling Co Inc. The
business is a regional ferrous and non-ferrous metal recycler and operates in two locations in
Middletown and Ferndale, New York.
    
    On 3 October 2008, the purchase of the issued capital of Global Investment Recovery Inc. The
business is a multi-state electronic recycling and asset recovery service provider in the
United States, with operating facilities in Florida, South Carolina, Nevada, Louisiana and
Arizona.
    
    On 17 February 2009, the purchase of the assets and business of All Metal Recovery Limited.
The business is a small ferrous and non-ferrous metal recycler and is based in Birmingham,
United Kingdom.
    
    On 27 May 2009, the purchase of the assets and business of Global Environment Recycling Co.
Limited. The business is an electronic recycler located in Liverpool, United Kingdom.
  F-61




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 27  Business combinations and disposals (continued)
 (b) Purchase consideration and assets and liabilities acquired
  A$000Purchase consideration:Cash
    
    
    75,878Direct costs relating to acquisitions
    
    
    1,795Total purchase consideration
    
    
    77,673
 Acquireescarrying
    
    Fairamount
    
    valueA$000
    
    A$000Cash
    
    
    1,659
    
    
    
    1,659Trade and other receivables
    
    
    18,631
    
    
    
    18,631Prepayments
    
    
    1,630
    
    
    
    1,630Inventories
    
    
    2,918
    
    
    
    2,918Property, plant and equipment (Note 12)
    
    
    20,998
    
    
    
    27,108Identified intangibles (Note 14)
    
    
    
    
    
    
    7,752Trade and other creditors
    
    
    (24,490
    )
    
    
    (24,490
    )Deferred tax liability
    
    
    (714
    )
    
    
    (942
    )Current tax liabilities
    
    
    (193
    )
    
    
    (193
    )Net assets
    
    
    20,439
    
    
    
    34,073Negative goodwill recognised (Note 5)
    
    
    
    
    
    
    (399
    )Goodwill on acquisition (Note 13)
    
    
    
    
    
    
    43,999Total purchase consideration
    
    
    
    
    
    
    77,673Cash acquired
    
    
    
    
    
    
    (1,659
    )Net cash outflow
    
    
    
    
    
    
    76,014
  (c) Prior year acquisition
 Acquisition of Metal Management Inc
   F-62




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 27  Business combinations and disposals (continued)
 (d) Disposals
  Note 28  Subsidiaries
  Equity holdingCountry of
    
    2009
    
    2008Name of entity
    
    Incorporation
    
    %
    
    %Sims Metal Management LimitedSims Group Australia Holdings Limited (i)
    
    Australia
    
    
    100
    %
    
    
    100
    %PNG Recycling Limited
    
    PNG
    
    
    100
    %
    
    
    100
    %Sims Aluminium Pty Limited (i)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims E-Recycling Pty Limited
    
    Australia
    
    
    90
    %
    
    
    90
    %Sims E-Recycling (NZ) Limited
    
    New Zealand
    
    
    100
    %
    
    
    Sims Group Canada Holdings Limited
    
    Canada
    
    
    100
    %
    
    
    100
    %Sims Group Mauritius Limited
    
    Mauritius
    
    
    100
    %
    
    
    100
    %Trishyiraya Recycling India Private Ltd
    
    India
    
    
    100
    %
    
    
    100
    %Sims Tyrecycle Properties Pty Ltd
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Tyrecycle Pty Ltd (iii)
    
    Australia
    
    
    
    
    
    
    100
    %Simsmetal Holdings Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Metal Management Asia Limited
(formerly Sims Asia Holdings Limited)
    
    Hong Kong
    
    
    100
    %
    
    
    100
    %Sims Energy Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Industrial Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Simsmetal Industries Limited
    
    New Zealand
    
    
    100
    %
    
    
    100
    %Simsmetal Services Pty Limited (i)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Manufacturing Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Simsmetal Executive Staff Superannuation Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Superannuation Management Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Universal Inspection and Testing Company Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions Pte Limited
    
    Singapore
    
    
    100
    %
    
    
    100
    %Simsmetal Staff Equity Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Group UK Holdings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group UK Intermediate Holdings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group UK Limited
    
    UK
    
    
    100
    %
    
    
    100
    %C Herring & Son Limited (ii)
    
    UK
    
    
    100
    %
    
    
    Life Cycle Services Limited (ii)
    
    UK
    
    
    100
    %
    
    
    All Metal Recovery Limited (ii)
    
    UK
    
    
    100
    %
    
    
    All Metal Recovery Cradley Heath Limited (ii)
    
    UK
    
    
    100
    %
    
    
    ER Coley (Steel) Limited
    
    UK
    
    
    100
    %
    
    
    100
    %ER Coley (Cast) Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Evans & Mondon Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Mirec BV
    
    The Netherlands
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions NV
    
    Belgium
    
    
    100
    %
    
    
    100
    %Recommit Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Cymru Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group German Holdings GmbH
    
    Germany
    
    
    100
    %
    
    
    100
    %
 F-63




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 28  Subsidiaries (continued)
 Equity holdingCountry of
    
    2009
    
    2008Name of entity
    
    Incorporation
    
    %
    
    %Sims M+R GmbH
    
    Germany
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions AB (formerly Mirec AB)
    
    Sweden
    
    
    100
    %
    
    
    100
    %Sims Group Recycling Solutions Canada Ltd
    
    Canada
    
    
    100
    %
    
    
    100
    %Accu-Shred Limited
    
    Canada
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions SARL (ii)
    
    France
    
    
    100
    %
    
    
    Sims
Recycling Solutions Inc (formerly United Refining and Smelting)
    
    USA
    
    
    100
    %
    
    
    100
    %Sims
Recycling Solutions Holdings Inc (formerly Sims Recycling Solutions Inc)
    
    USA
    
    
    100
    %
    
    
    100
    %Global Investment Recovery Inc (ii)
    
    USA
    
    
    100
    %
    
    
    Sims Recycling Solutions UK Holdings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions UK Group Limited
    
    Scotland
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions UK Limited
    
    Scotland
    
    
    100
    %
    
    
    100
    %United Castings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group UK Pension Trustees Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group Holdings 1 Pty Ltd
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Group Holdings 2 Pty Ltd
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Metal Management USA GP
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Group USA Holdings Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %SHN Co LLC
    
    USA
    
    
    100
    %
    
    
    100
    %HNW Recycling LLC
    
    USA
    
    
    100
    %
    
    
    100
    %HNE Recycling LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Dover Barge Company
    
    USA
    
    
    100
    %
    
    
    100
    %North Carolina Resource Conservation LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Simsmetal East LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Municipal Recycling of New York LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Schiabo Larovo Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Simsmetal West LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Group Global Trade Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Group USA Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Inc
    
    USA
    
    
    100
    %
    
    
    100
    %MM Metal Dynamics Holdings Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Dynamics LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Dynamics Detroit LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Dynamics Indianapolis LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Midwest Inc
    
    USA
    
    
    100
    %
    
    
    100
    %CIM Trucking Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Indiana Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Memphis LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Ohio Inc
    
    USA
    
    
    100
    %
    
    
    100
    %SMM 
North America Trade Corporation (formerly Metal Management S&A Holdings Inc)
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Pittsburgh Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Aerospace Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management West Coast Holdings Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management West Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Arizona LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Proler Southwest GP Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Proler Southwest Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Proler Southwest LP
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Alabama Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Mississippi Inc
    
    USA
    
    
    100
    %
    
    
    100
    %
 F-64




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 28  Subsidiaries (continued)
 Equity holdingCountry of
    
    2009
    
    2008Name of entity
    
    Incorporation
    
    %
    
    %Naporano Iron & Metal Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Northeast Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Connecticut Inc
    
    USA
    
    
    100
    %
    
    
    100
    %New York Recycling Ventures Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management New Haven Inc
    
    USA
    
    
    100
    %
    
    
    100
    %Reserve Iron & Metal Limited Partnership
    
    USA
    
    
    100
    %
    
    
    100
    %
 
 (i)
    
    These subsidiaries and the Parent are parties to a Deed of Cross Guarantee under which each
entity guarantees the debts of the others. The above entities represent a Closed Group and an
Extended Closed Group for the purposes of the relevant Australian Securities & Investments
Commission Class Order.(ii)
    
    These subsidiaries were acquired or incorporated during the year.(iii)
    
    These subsidiaries were sold, de-registered or liquidated during
the year.  Deed of Cross Guarantee
    2009
    
    2008
    
    2007A$000
    
    A$000
    
    A$000(i) Consolidated income statementProfit before income tax
    
    
    244,295
    
    
    
    253,376
    
    
    
    202,236Income tax expense
    
    
    (1,423
    )
    
    
    (51,374
    )
    
    
    (40,778
    )Profit after tax
    
    
    242,872
    
    
    
    202,002
    
    
    
    161,458(ii) Summary of movements in consolidated retained profitsBalance at 1 July
    
    
    113,634
    
    
    
    84,709
    
    
    
    71,607Effect of accounting policy change (Note 1(b)(vi))
    
    
    
    
    
    
    6,465
    
    
    
    Profit for the year
    
    
    242,872
    
    
    
    202,002
    
    
    
    161,458Actuarial (loss)/gain on defined benefit plan, net of tax
    
    
    2,859
    
    
    
    (4,830
    )
    
    
    1,666Dividends provided for or paid
    
    
    (186,493
    )
    
    
    (174,712
    )
    
    
    (150,022
    )Balance at 30 June
    
    
    172,872
    
    
    
    113,634
    
    
    
    84,709
 F-65




---



##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 28  Subsidiaries (continued)
 Deed of Cross Guarantee (continued)
 2009
    
    2008A$000
    
    A$000(iii) Consolidated balance sheetASSETSCurrent assetsCash and cash equivalents
    
    
    19,317
    
    
    
    1,546Trade and other receivables
    
    
    274,935
    
    
    
    332,179Current tax receivable
    
    
    16,624
    
    
    
    Inventory
    
    
    82,274
    
    
    
    112,012Derivative financial instruments
    
    
    
    
    
    
    47Other financial assets
    
    
    3,092
    
    
    
    3,803Total current assets
    
    
    396,242
    
    
    
    449,587Non-current assetsReceivables
    
    
    2,346
    
    
    
    150Investments accounted for using the equity method
    
    
    18,522
    
    
    
    13,636Other financial assets
    
    
    2,303,038
    
    
    
    2,302,999Property, plant and equipment
    
    
    101,471
    
    
    
    102,781Deferred tax assets
    
    
    15,411
    
    
    
    16,677Intangible assets
    
    
    15,832
    
    
    
    18,546Total non-current assets
    
    
    2,456,620
    
    
    
    2,454,789Total assets
    
    
    2,852,862
    
    
    
    2,904,376LIABILITIESCurrent liabilitiesTrade and other payables
    
    
    266,494
    
    
    
    304,376Derivative financial instruments
    
    
    775
    
    
    
    1,897Current tax liabilities
    
    
    
    
    
    
    33,942Provisions
    
    
    12,190
    
    
    
    16,098Total current liabilities
    
    
    279,459
    
    
    
    356,313Non-current liabilitiesBorrowings
    
    
    
    
    
    
    60,138Deferred tax liabilities
    
    
    4,439
    
    
    
    6,511Provisions
    
    
    8,790
    
    
    
    9,045Retirement benefit obligations
    
    
    6,070
    
    
    
    3,317Total non-current liabilities
    
    
    19,299
    
    
    
    79,011Total liabilities
    
    
    298,758
    
    
    
    435,324Net assets
    
    
    2,554,104
    
    
    
    2,469,052EQUITYContributed equity
    
    
    2,352,928
    
    
    
    2,325,924Reserves
    
    
    28,304
    
    
    
    29,494Retained profits
    
    
    172,872
    
    
    
    113,634Total equity
    
    
    2,554,104
    
    
    
    2,469,052
 F-66




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 29  Investments in associates and jointly controlled entities
 (a) Carrying amounts of associates and jointly controlled entities
 Country ofName of associates or
    
    
    
    incorpor-
    
    
    
    
    
    
    
    
    
    Consolidatedjointly controlled entities
    
    Principal activity
    
    ation
    
    Ownership interest
    
    carrying amount2009
    
    20082009
    
    2008
    
    A$000
    
    A$000SA Recycling LLC
    
    Metal Recycling
    
    USA
    
    
    50
    %
    
    
    50
    %
    
    
    329,895
    
    
    
    271,330Metal Management Nashville LLC
    
    Metal Recycling
    
    USA
    
    
    50
    %
    
    
    50
    %
    
    
    22,301
    
    
    
    20,368Rondout Iron & Metal LLC
    
    Metal Recycling
    
    USA
    
    
    50
    %
    
    
    50
    %
    
    
    643
    
    
    
    1,082Port Albany Ventures LLC
    
    Stevedoring and 

Marine Services
    
    USA
    
    
    50
    %
    
    
    50
    %
    
    
    6,647
    
    
    
    5,791Richmond Steel Recycling Limited
    
    Metal Recycling
    
    Canada
    
    
    50
    %
    
    
    50
    %
    
    
    21,648
    
    
    
    19,485LMS Generation Pty Ltd
    
    Landfill gas
management
    
    Australia
    
    
    50
    %
    
    
    50
    %
    
    
    18,509
    
    
    
    13,611Australia Refined Alloys Pty Limited
    
    Metal Recycling
    
    Australia
    
    
    50
    %
    
    
    50
    %
    
    
    13
    
    
    
    13Extruded Metals Limited
    
    Metal Recycling
    
    New Zealand
    
    
    33
    %
    
    
    33
    %
    
    
    588
    
    
    
    546400,244
    
    
    
    332,226
 Consolidated2009
    
    2008A$000
    
    A$000(b) Movements in carrying amounts:Balance at 1 July
    
    
    332,226
    
    
    
    25,945Additions from acquisition of businesses during the year
    
    
    
    
    
    
    27,440Additions from formation of SA Recycling
    
    
    
    
    
    
    342,336Share of profits before tax
    
    
    57,638
    
    
    
    62,334Associates share of income tax expense
    
    
    (2,580
    )
    
    
    (4,161
    )Accretion of deferred gain to equity accounted profits
    
    
    3,170
    
    
    
    2,239Deferral of gain on formation of SA Recycling LLC
    
    
    
    
    
    
    (38,840
    )Dividends received
    
    
    (41,458
    )
    
    
    (5,153
    )Return of capital from SA Recycling LLC
    
    
    (3,343
    )
    
    
    (46,083
    )Return of capital from other jointly controlled entities
    
    
    (241
    )
    
    
    (2,413
    )Other
    
    
    1,726
    
    
    
    Foreign exchange differences
    
    
    53,106
    
    
    
    (31,418
    )Balance at 30 June
    
    
    400,244
    
    
    
    332,226(c) Share of associates and jointly controlled entities profits:Profit before income tax
    
    
    60,808
    
    
    
    64,573Associates share of income tax expense
    
    
    (2,580
    )
    
    
    (4,161
    )Profit after income tax recognised in equity accounted investment
    
    
    58,228
    
    
    
    60,412Jointly controlled entities income tax expense*
    
    
    (19,184
    )
    
    
    (19,331
    )Associates and jointly controlled entities profit after tax
    
    
    39,044
    
    
    
    41,081
 
 *
    
    The jointly controlled entities to which this relates are pass through entities for taxation
purposes. As such, the Group incurs the income tax expense and associated tax liability on its
share of the profits and includes this amount as part of its income tax expense (see Note 7). F-67




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##### Table of Contents



Notes to the Financial Statements 
For
the year ended 30 June 2009
 Note 29  Investments in associates and jointly controlled entities (continued)
 (d) SA Recycling LLC
  Investments in Associates Interests in Joint
Ventures
 Non-cashBook value
    
    Fair value
    
    gainA$000
    
    A$000
    
    A$000Property, plant and equipment
    
    
    71,436
    
    
    
    79,872
    
    
    
    (8,436
    )Goodwill and intangible assets
    
    
    196,425
    
    
    
    265,670
    
    
    
    (69,245
    )Non-current provisions
    
    
    (3,206
    )
    
    
    (3,206
    )
    
    
    264,655
    
    
    
    342,336
    
    
    
    (77,681
    )
 Jointly Controlled Entities  Non-Monetary
Contributions by Venturers,
 (e) Summarised financial information of associates and jointly controlled entities
 Consolidated2009
    
    2008A$000
    
    A$000Groups share of assets and liabilitiesCurrent assets
    
    
    92,132
    
    
    
    190,129Non-current assets
    
    
    313,421
    
    
    
    370,966Total assets
    
    
    405,553
    
    
    
    561,095Current liabilities
    
    
    34,152
    
    
    
    203,493Non-current liabilities
    
    
    102,213
    
    
    
    12,628Total liabilities
    
    
    136,365
    
    
    
    216,121Net assets
    
    
    269,188
    
    
    
    344,974
 Consolidated2009
    
    2008
    
    2007A$000
    
    A$000
    
    A$000Groups share of revenue, expenses and resultsRevenues
    
    
    814,216
    
    
    
    699,865
    
    
    
    101,224Expenses
    
    
    (756,578
    )
    
    
    (637,531
    )
    
    
    (94,194
    )Profit before income tax
    
    
    57,638
    
    
    
    62,334
    
    
    
    7,030
 (f) Contingent liabilities and capital commitments
  F-68




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##### Table of Contents



Notes to the Financial Statements 
For
the year ended 30 June 2009
 Note 29  Investments in associates and jointly controlled entities (continued)
 (g) Jointly controlled operations
   Consolidated2009
    
    2008A$000
    
    A$000Current assets
    
    
    10,186
    
    
    
    25,146Non-current assets
    
    
    7,578
    
    
    
    11,884Total assets
    
    
    17,764
    
    
    
    37,030Current liabilities
    
    
    10,121
    
    
    
    21,681Non-current liabilities
    
    
    3,248
    
    
    
    241Total liabilities
    
    
    13,369
    
    
    
    21,922Net assets
    
    
    4,395
    
    
    
    15,108
 
 Note 30  Related party transactions
 (a) Parent
  (b) Subsidiaries
  (c) Key management personnel
  (d) Outstanding balances arising from transactions with related entities
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Tax funding agreement receivable (payable)Subsidiaries
    
    
    
    
    
    
    
    
    
    
    (14,123
    )
    
    
    41,147
  F-69




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##### Table of Contents



Notes to the Financial Statements 
For
the year ended 30 June 2009
 Note 30  Related party transactions (continued)
 (e) Transactions with related parties
  Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Tax consolidation legislationCurrent tax receivable (payable) assumed from wholly-owned
tax consolidation entities
    
    
    
    
    
    
    
    
    
    
    14,123
    
    
    
    (41,147
    )Dividend revenueReceived from subsidiaries
    
    
    
    
    
    
    
    
    
    
    231,001
    
    
    
    170,205Management feeReceived from subsidiaries
    
    
    
    
    
    
    
    
    
    
    1,556
    
    
    
    1,473Operating expensesPaid by subsidiaries
    
    
    
    
    
    
    
    
    
    
    2,733
    
    
    
    2,777Superannuation contributionsContributions to superannuation funds on behalf of employees
    
    
    7,653
    
    
    
    8,386
    
    
    
    
    
    
    
    
 (f) Transactions with associates and jointly controlled entities
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Sales
    
    
    70,654
    
    
    
    8,341
    
    
    
    
    
    
    
    Purchases
    
    
    1,139,622
    
    
    
    689,634
    
    
    
    
    
    
    
    Management fees and commissions
    
    
    11,477
    
    
    
    10,011
    
    
    
    
    
    
    
    Other costs
    
    
    353
    
    
    
    276
    
    
    
    
    
    
    
    
 (g) Outstanding balances arising from transactions with associates and jointly controlled entities
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Current receivables
    
    
    16,313
    
    
    
    4,603
    
    
    
    
    
    
    
    Current payables
    
    
    18,790
    
    
    
    169,074
    
    
    
    
    
    
    
    
 F-70




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##### Table of Contents



Notes to the Financial Statements For
the year ended 30 June 2009
 Note 30  Related party transactions (continued)
 (h) Loans from related parties
 Consolidated
    
    Parent2009
    
    2008
    
    2009
    
    2008A$000
    
    A$000
    
    A$000
    
    A$000Loans from related parties balance at 1 July
    
    
    
    
    
    
    
    
    
    
    343,411
    
    
    
    362,638Net reduction in loan *
    
    
    
    
    
    
    
    
    
    
    (58,835
    )
    
    
    (19,227
    )Loans from related parties balance at 30 June
    
    
    
    
    
    
    
    
    
    
    284,576
    
    
    
    343,411
 
 *
    
    Other than for cash transactions to fund and pay dividends, all other cash receipts and payments
of the Parent are conducted through a subsidiary. The net reduction reflects the aggregate impact
of these transactions during the year.  (i) Terms and conditions
  Note 31  Segment reporting
 (a) Operating segments
  
    
    North America  comprising the United States of America and Canada.
    
    Australasia  comprising Australia, New Zealand, Papua New Guinea and Asia.
    
    Europe  comprising United Kingdom, Sweden, Holland and Germany.
  
    
    Ferrous secondary recycling  comprising the collection, processing and trading of iron and
steel secondary raw material.
    
    Non-ferrous secondary recycling  comprising the collection, processing and trading of
other metal alloys and residues, principally aluminum, lead, copper, zinc and nickel
bearing materials.
    
    Secondary processing  comprising value added process involving the melting, refining and
ingoting of certain non-ferrous metals and the reclamation and reprocessing of plastics.
    
    Recycling solutions  comprising the provision of environmentally responsible solutions for
the disposal of post consumer electronic products, including IT assets recycled for
commercial customers. The Company offers fee for service business opportunities in the
environmentally responsible recycling of negative value materials including refrigerators,
electrical and electronic equipment.
 F-71




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##### Table of Contents



Notes to the Financial Statements 
For
the year ended 30 June 2009
 Note 31  Segment reporting (continued)
 (b) Segment information
 NorthAmerica
    
    Australasia
    
    Europe
    
    ConsolidatedA$000
    
    A$000
    
    A$000
    
    A$0002009Total sales revenue
    
    
    6,368,489
    
    
    
    1,158,619
    
    
    
    1,109,117
    
    
    
    8,636,225Other revenue/income
    
    
    2,750
    
    
    
    1,536
    
    
    
    499
    
    
    
    4,785Total segment revenue
    
    
    6,371,239
    
    
    
    1,160,155
    
    
    
    1,109,616
    
    
    
    8,641,010Segment EBITDA
    
    
    224,416
    
    
    
    40,943
    
    
    
    (6,371
    )
    
    
    258,988Depreciation and amortisation
    
    
    122,754
    
    
    
    21,360
    
    
    
    26,706
    
    
    
    170,820Goodwill impairment charge
    
    
    190,207
    
    
    
    887
    
    
    
    
    
    
    
    191,094Segment EBIT
    
    
    (88,545
    )
    
    
    18,696
    
    
    
    (33,077
    )
    
    
    (102,926
    )Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,272Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,508
    )Loss before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122,162
    )Segment total assets
    
    
    2,769,992
    
    
    
    485,495
    
    
    
    553,073
    
    
    
    3,808,560Segment total liabilities
    
    
    465,926
    
    
    
    175,429
    
    
    
    308,158
    
    
    
    949,513Net assets
    
    
    2,304,066
    
    
    
    310,066
    
    
    
    244,915
    
    
    
    2,859,047Other segment information:Share of pre-tax profit of investments
accounted for using the equity method
    
    
    55,255
    
    
    
    5,553
    
    
    
    
    
    
    
    60,808Investments in associates and jointly
controlled entities
    
    
    381,134
    
    
    
    19,110
    
    
    
    
    
    
    
    400,244Acquisitions of property, plant and equipment
    
    
    106,416
    
    
    
    39,751
    
    
    
    41,307
    
    
    
    187,4742008Total sales revenue
    
    
    4,607,898
    
    
    
    1,745,109
    
    
    
    1,312,584
    
    
    
    7,665,591Other revenue/income
    
    
    2,293
    
    
    
    1,182
    
    
    
    1,470
    
    
    
    4,945Total segment revenue
    
    
    4,610,191
    
    
    
    1,746,291
    
    
    
    1,314,054
    
    
    
    7,670,536Segment EBITDA
    
    
    471,409
    
    
    
    202,314
    
    
    
    116,813
    
    
    
    790,536Depreciation and amortisation
    
    
    55,683
    
    
    
    16,601
    
    
    
    22,802
    
    
    
    95,086Goodwill impairment charge
    
    
    
    
    
    
    3,349
    
    
    
    
    
    
    
    3,349Segment EBIT
    
    
    415,726
    
    
    
    182,364
    
    
    
    94,011
    
    
    
    692,101Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,876Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,374
    )Profit before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    660,603
 F-72




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##### Table of Contents



Notes to the Financial Statements 
For
the year ended 30 June 2009
 Note 31  Segment reporting (continued)
 (b) Segment information (continued)
 NorthAmerica
    
    Australasia
    
    Europe
    
    ConsolidatedA$000
    
    A$000
    
    A$000
    
    A$0002008 (continued)Segment total assets
    
    
    3,372,061
    
    
    
    597,168
    
    
    
    677,247
    
    
    
    4,646,476Segment total liabilities
    
    
    767,379
    
    
    
    526,897
    
    
    
    518,276
    
    
    
    1,812,552Net assets
    
    
    2,604,682
    
    
    
    70,271
    
    
    
    158,971
    
    
    
    2,833,924Other segment information:Share of pre-tax profit of investments
accounted for using the equity method
    
    
    60,271
    
    
    
    4,302
    
    
    
    
    
    
    
    64,573Investments in associates and jointly
controlled entities
    
    
    318,056
    
    
    
    14,170
    
    
    
    
    
    
    
    332,226Acquisitions of property, plant and equipment
    
    
    59,987
    
    
    
    32,589
    
    
    
    37,115
    
    
    
    129,6912007Total sales revenue
    
    
    2,938,245
    
    
    
    1,465,384
    
    
    
    1,144,891
    
    
    
    5,548,520Other revenue/income
    
    
    512
    
    
    
    1,155
    
    
    
    710
    
    
    
    2,377Total segment revenue
    
    
    2,938,757
    
    
    
    1,466,539
    
    
    
    1,145,601
    
    
    
    5,550,897Segment EBITDA
    
    
    204,331
    
    
    
    167,716
    
    
    
    87,336
    
    
    
    459,383Depreciation and amortisation
    
    
    40,761
    
    
    
    13,533
    
    
    
    20,159
    
    
    
    74,453Segment EBIT
    
    
    163,570
    
    
    
    154,183
    
    
    
    67,177
    
    
    
    384,930Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,364Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,405
    )Profit before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    356,889Segment total assets
    
    
    1,109,507
    
    
    
    450,874
    
    
    
    496,990
    
    
    
    2,057,371Segment total liabilities
    
    
    295,879
    
    
    
    222,753
    
    
    
    366,652
    
    
    
    885,284Net assets
    
    
    813,628
    
    
    
    228,121
    
    
    
    130,338
    
    
    
    1,172,087Other segment information:Share of pre-tax profit of investments
accounted for using the equity method
    
    
    4,446
    
    
    
    2,584
    
    
    
    
    
    
    
    7,030Investments in associates and jointly
controlled entities
    
    
    14,029
    
    
    
    11,916
    
    
    
    
    
    
    
    25,945Acquisitions of property, plant and equipment
    
    
    42,684
    
    
    
    25,019
    
    
    
    22,800
    
    
    
    90,503
 F-73




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##### Table of Contents



Notes to the Financial Statements 
For
the year ended 30 June 2009
 Note 31  Segment reporting (continued)
 (c) Sales to external customers
 2009
    
    2008
    
    2007A$000
    
    A$000
    
    A$000Australia
    
    
    475,814
    
    
    
    773,050
    
    
    
    576,722China
    
    
    1,320,597
    
    
    
    600,101
    
    
    
    638,674Malaysia
    
    
    449,143
    
    
    
    663,990
    
    
    
    599,228USA
    
    
    2,045,890
    
    
    
    1,175,386
    
    
    
    529,534Turkey
    
    
    1,352,907
    
    
    
    1,072,729
    
    
    
    400,731South Korea
    
    
    643,508
    
    
    
    412,093
    
    
    
    354,939Other
    
    
    2,348,366
    
    
    
    2,968,242
    
    
    
    2,448,6928,636,225
    
    
    
    7,665,591
    
    
    
    5,548,520
 (d) Intersegment sales
  (e) Revenue by product
 2009
    
    2008
    
    2007A$000
    
    A$000
    
    A$000Ferrous metal recycling
    
    
    6,642,694
    
    
    
    5,421,102
    
    
    
    3,587,925Non-ferrous metal recycling
    
    
    1,193,397
    
    
    
    1,324,123
    
    
    
    1,264,402Secondary processing
    
    
    221,624
    
    
    
    361,159
    
    
    
    262,347Recycling solutions
    
    
    578,510
    
    
    
    559,207
    
    
    
    433,8468,636,225
    
    
    
    7,665,591
    
    
    
    5,548,520
 (f) Material non-current assets
  2009
    
    2008A$000
    
    A$000Australia
    
    
    189,141
    
    
    
    179,961USA
    
    
    2,238,260
    
    
    
    2,054,268United Kingdom
    
    
    170,637
    
    
    
    148,109Benelux
    
    
    65,248
    
    
    
    42,366Germany
    
    
    44,746
    
    
    
    50,901Canada
    
    
    23,243
    
    
    
    21,131New Zealand
    
    
    7,805
    
    
    
    8,263Other
    
    
    11,966
    
    
    
    17,0382,751,046
    
    
    
    2,522,037
 F-74




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##### Table of Contents



Notes to the Financial Statements
For the year ended 30 June 2009
 Note 32  Earnings per share
  2009
    
    
    2008
    
    
    2007(Loss)/profit used in calculating earnings per
share (A$000)
    
    
    (150,295
    )
    
    
    440,098
    
    
    
    239,938(Loss)/earnings per share (in cents)Basic
    
    
    (82.9
    )
    
    
    310.9
    
    
    
    192.1Diluted
    
    
    (82.9
    )
    
    
    307.9
    
    
    
    191.0Weighted average number of shares used in the
denominator (000)Number of shares for basic earnings per share
    
    
    181,247
    
    
    
    141,574
    
    
    
    124,916Dilutive effect of share-based awards
    
    
    
    
    
    
    1,374
    
    
    
    704Number of shares for diluted earnings per share
    
    
    181,247
    
    
    
    142,948
    
    
    
    125,620
   Note 33  Cash flow information
 (a) Reconciliation of cash
  Consolidated
    
    
    Parent2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000Cash at bank and on hand
    
    
    59,123
    
    
    
    112,944
    
    
    
    31,404
    
    
    
    198
    
    
    
    Short term deposits
    
    
    10,413
    
    
    
    20,543
    
    
    
    7,156
    
    
    
    
    
    
    
    Cash and cash equivalents
    
    
    69,536
    
    
    
    133,487
    
    
    
    38,560
    
    
    
    198
    
    
    
    
 F-75




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Notes to the Financial Statements
For the year ended 30 June 2009
 Note 33  Cash flow information (continued)
 (b) Reconciliation of (loss)/profit after income tax expense to net cash inflow
 Consolidated
    
    
    Parent2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000
    
    
    A$000(Loss)/profit for the year
    
    
    (150,295
    )
    
    
    440,098
    
    
    
    239,938
    
    
    
    230,177
    
    
    
    169,292Adjustments for non-cash items:Depreciation and amortisation
    
    
    170,820
    
    
    
    95,086
    
    
    
    74,453
    
    
    
    
    
    
    
    Net gain on contribution of assets to SA Recycling LLC
    
    
    
    
    
    
    (38,841
    )
    
    
    
    
    
    
    
    
    
    
    Unrealised (gain)/loss on held for trading derivatives
    
    
    10,253
    
    
    
    (3,901
    )
    
    
    
    
    
    
    
    
    
    
    Impairment of goodwill
    
    
    191,094
    
    
    
    3,349
    
    
    
    
    
    
    
    
    
    
    
    Impairment of property, plant and equipment
    
    
    10,021
    
    
    
    71
    
    
    
    6,784
    
    
    
    
    
    
    
    Net loss/(profit) on disposal of non-current assets
    
    
    (864
    )
    
    
    1,894
    
    
    
    (401
    )
    
    
    
    
    
    
    Loss on sale of subsidiaries
    
    
    2,577
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share-based payment
    
    
    9,258
    
    
    
    13,388
    
    
    
    2,831
    
    
    
    
    
    
    
    Non-cash pension expense
    
    
    1,646
    
    
    
    479
    
    
    
    (110
    )
    
    
    
    
    
    
    Non-cash compensation
    
    
    771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Negative goodwill recognised on acquisition
    
    
    (399
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity accounted profits net of dividends received
    
    
    (16,770
    )
    
    
    (55,259
    )
    
    
    (4,749
    )
    
    
    
    
    
    
    Other
    
    
    419
    
    
    
    282
    
    
    
    
    
    
    
    
    
    
    
    Change in operating assets and liabilities, excluding the
effects of acquisitions and disposals of entities:Decrease/(increase) in trade and other receivables
    
    
    492,794
    
    
    
    (176,650
    )
    
    
    42,275
    
    
    
    
    
    
    
    1,490Decrease/(increase) in inventories
    
    
    543,440
    
    
    
    (407,604
    )
    
    
    (16,650
    )
    
    
    
    
    
    
    Decrease in prepayments
    
    
    1,720
    
    
    
    18,562
    
    
    
    3,758
    
    
    
    
    
    
    
    (Decrease)/increase in provisions
    
    
    (10,213
    )
    
    
    24,220
    
    
    
    (16,391
    )
    
    
    
    
    
    
    (Decrease)/increase in income taxes
    
    
    (194,811
    )
    
    
    80,298
    
    
    
    3,928
    
    
    
    (55,232
    )
    
    
    (28
    )Increase/(decrease) in deferred taxes
    
    
    38,808
    
    
    
    (11,195
    )
    
    
    (20,889
    )
    
    
    
    
    
    
    (Decrease)/increase in trade and other payables
    
    
    (545,818
    )
    
    
    263,254
    
    
    
    20,685
    
    
    
    (15,258
    )
    
    
    (19,900
    )Net cash inflow from operating activities
    
    
    554,451
    
    
    
    247,531
    
    
    
    335,462
    
    
    
    159,687
    
    
    
    150,854
 (c) Non-cash investing and financing activities
 (i)
    
    During the year ended 30 June 2009, dividends of A$26.6 million (2008: A$18.1 million; 2007:
A$30.0 million) were paid via the issue of ordinary shares pursuant to the dividend reinvestment
plan. Refer to Note 21.(ii)
    
    On 14 March 2008, the Company acquired 100% of the share capital of Metal Management Inc for
A$1,500.6 million. The consideration given comprised of 53,473,817 ordinary shares in Sims Metal
Management Limited with a fair value of A$1,490.1 million and A$10.5 million of fully vested share
options assumed at fair value. Refer to Note 27.(iii)
    
    On 1 September 2007, the Group completed the merger of its Southern Californian metal
recycling assets with those of Adams Steel LLC amounting to an investment of A$342.3 million. For
details of the assets and liabilities contributed to the SA Recycling joint venture, refer to Note
29.
 F-76




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Notes to the Financial StatementsFor the year ended 30 June 2009
 Note 34  Events occurring after the reporting period
    F-77




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SA Recycling, LLC and Subsidiaries
Consolidated Financial Statements
June 30, 2009 and 2008
 F-78




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##### 



SA Recycling, LLC and Subsidiaries
Index
June 30, 2009 and 2008
 PageReport of Independent Registered Public Accounting Firm
    
    F-80Consolidated Financial StatementsConsolidated Balance Sheets
    
    F-81Consolidated Statements of Operations
    
    F-82Consolidated Statements of Changes in Members Equity
    
    F-83Consolidated Statements of Cash Flows
    
    F-84Notes to Consolidated Financial Statements
    
    F-85F-103
  F-79




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Report of Independent Registered Public Accounting Firm
     F-80




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SA Recycling, LLC and Subsidiaries

Consolidated Balance Sheets June 30, 2009
and 2008
 (in thousands of dollars)
    
    2009
    
    
    2008AssetsCurrent assetsCash
    
    $
    3,604
    
    
    $
    4,345ReceivablesTrade, net of allowance for doubtful accounts of $138 and
$286 at June 30, 2009 and 2008, respectively
    
    
    10,131
    
    
    
    30,948Related party
    
    
    10,207
    
    
    
    166,771Other
    
    
    292
    
    
    
    556Inventories
    
    
    48,432
    
    
    
    70,506Restricted cash
    
    
    10,000
    
    
    
    Wear parts and spares
    
    
    11,067
    
    
    
    7,853Other current assets
    
    
    2,759
    
    
    
    2,454Total current assets
    
    
    96,492
    
    
    
    283,434Property, plant and equipment, net
    
    
    205,800
    
    
    
    194,257Intangible assets, net
    
    
    43,273
    
    
    
    23,596Goodwill
    
    
    163,252
    
    
    
    138,697Other assets
    
    
    4,518
    
    
    
    4,349Total assets
    
    $
    513,335
    
    
    $
    644,333Liabilities and Members EquityCurrent liabilitiesCash overdrafts
    
    $
    9,022
    
    
    $
    31,743Accounts payable
    
    
    8,977
    
    
    
    29,487Accrued liabilities
    
    
    5,850
    
    
    
    32,439Environmental liabilities
    
    
    1,425
    
    
    
    1,425Related party payables
    
    
    11,048
    
    
    
    3,638Current portion of long-term debt
    
    
    271
    
    
    
    105,184Other current liabilities
    
    
    28
    
    
    
    66Total current liabilities
    
    
    36,621
    
    
    
    203,982Environmental liabilities, net of current portion
    
    
    5,847
    
    
    
    6,597Deferred income tax liabilities
    
    
    1,278
    
    
    
    Long-term debt
    
    
    131,357
    
    
    
    140,145Total liabilities
    
    
    175,103
    
    
    
    350,724Commitments and contingencies (Note 12)Minority interest
    
    
    7,197
    
    
    
    Members equity
    
    
    331,035
    
    
    
    293,609Total liabilities and members equity
    
    $
    513,335
    
    
    $
    644,333
  F-81




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SA Recycling, LLC and Subsidiaries


Consolidated Statements of Operations
Years ended June 30, 2009 and 2008
 (in thousands of dollars)
    
    2009
    
    
    2008RevenueGross sales
    
    $
    983,699
    
    
    $
    921,928Less:Freight out
    
    
    (31,572
    )
    
    
    (43,184
    )Other
    
    
    (11,642
    )
    
    
    (8,961
    )Total net revenue
    
    
    940,485
    
    
    
    869,783Cost of sales (excluding depreciation)
    
    
    742,145
    
    
    
    709,702General and administrative expenses
    
    
    72,548
    
    
    
    47,780Depreciation and amortization expense
    
    
    23,433
    
    
    
    13,446Income from operations
    
    
    102,359
    
    
    
    98,855Other (income) expense, netIncome from equity investment
    
    
    (237
    )
    
    
    (1,187
    )Interest expense
    
    
    7,200
    
    
    
    4,843Other income
    
    
    (3,022
    )
    
    
    (2,636
    )Total other expense, net
    
    
    3,941
    
    
    
    1,020Income before provision for income taxes
    
    
    98,418
    
    
    
    97,835Provision for income taxes
    
    
    592
    
    
    
    313Net income before minority interest
    
    
    97,826
    
    
    
    97,522Loss attributable to minority interest
    
    
    132
    
    
    
    Net income
    
    $
    97,958
    
    
    $
    97,522
  F-82




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##### Table of Contents



SA Recycling, LLC and Subsidiaries


Statements of Changes in Members Equity
Years ended June 30, 2009 and 2008
 Adams
    
    
    Simsmetal(in thousands of dollars)
    
    Steel
    
    
    West
    
    
    TotalBalances at June 30, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Members contribution
    
    
    73,762
    
    
    
    210,199
    
    
    
    283,961Members distribution
    
    
    (43,937
    )
    
    
    (43,937
    )
    
    
    (87,874
    )Net income
    
    
    48,761
    
    
    
    48,761
    
    
    
    97,522Balances at June 30, 2008
    
    
    78,586
    
    
    
    215,023
    
    
    
    293,609Members distribution
    
    
    (28,210
    )
    
    
    (28,210
    )
    
    
    (56,420
    )Reduction in contributed capital (Note 2)
    
    
    (338
    )
    
    
    (3,774
    )
    
    
    (4,112
    )Reclassification of contributed capital (Note 2)
    
    
    (6,897
    )
    
    
    6,897
    
    
    
    Net income
    
    
    48,979
    
    
    
    48,979
    
    
    
    97,958Balances at June 30, 2009
    
    $
    92,120
    
    
    $
    238,915
    
    
    $
    331,035
  F-83




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##### Table of Contents



SA Recycling, LLC and Subsidiaries

Consolidated Statements of Cash Flows
Years ended June 30, 2009 and 2008
 (in
thousands of dollars)
    
    2009
    
    
    2008Cash flows from operating activitiesNet income
    
    $
    97,958
    
    
    $
    97,522Adjustment to reconcile net income to net cash provided by
(used in) operating activitiesDepreciation and amortization
    
    
    23,433
    
    
    
    13,446Non cash inventory write-down
    
    
    487
    
    
    
    Equity method investment
    
    
    (237
    )
    
    
    (1,187
    )Minority interest
    
    
    (132
    )
    
    
    (Gain) loss on sale of fixed assets
    
    
    (266
    )
    
    
    74Provision for doubtful accounts
    
    
    (148
    )
    
    
    286Deferred income taxes
    
    
    (192
    )
    
    
    Changes in operating assets and liabilities, net of effect
of acquisitions and contributions from membersReceivables
    
    
    21,229
    
    
    
    (9,470
    )Related party receivables
    
    
    156,564
    
    
    
    (166,771
    )Inventories
    
    
    23,019
    
    
    
    (4,580
    )Wear parts and spares
    
    
    (3,214
    )
    
    
    (3,724
    )Other current assets
    
    
    (411
    )
    
    
    (1,618
    )Other assets
    
    
    (310
    )
    
    
    Cash overdrafts
    
    
    (22,721
    )
    
    
    24,476Accounts payable
    
    
    (20,510
    )
    
    
    15,804Accrued liabilities
    
    
    (26,589
    )
    
    
    31,259Environmental liabilities
    
    
    (1,224
    )
    
    
    Related party payables
    
    
    7,410
    
    
    
    3,638Other current liabilities
    
    
    (38
    )
    
    
    66Net cash provided by (used in) operating activities
    
    
    254,108
    
    
    
    (779
    )Cash flows from investing activitiesAcquisition of businesses, net of cash acquired
    
    
    (57,952
    )
    
    
    (120,466
    )Purchase of property and equipment
    
    
    (18,098
    )
    
    
    (29,135
    )Restricted cash deposits
    
    
    (10,000
    )
    
    
    Proceeds from sale of property and equipment
    
    
    1,322
    
    
    
    513Other
    
    
    
    
    
    
    155Net cash used in investing activities
    
    
    (84,728
    )
    
    
    (148,933
    )Cash flows from financing activitiesProceeds on notes payable
    
    
    
    
    
    
    5,000Payments on notes payable
    
    
    (5,651
    )
    
    
    (254
    )Proceeds on lines of credit
    
    
    624,550
    
    
    
    429,900Payments on lines of credit
    
    
    (632,600
    )
    
    
    (291,100
    )Proceeds on term loans
    
    
    
    
    
    
    100,000Payments on term loans
    
    
    (100,000
    )
    
    
    Financing costs
    
    
    
    
    
    
    (1,615
    )Payment of cash distributions to members
    
    
    (56,420
    )
    
    
    (87,874
    )Net cash (used in) provided by financing activities
    
    
    (170,121
    )
    
    
    154,057Net (decrease) increase in cash
    
    
    (741
    )
    
    
    4,345Cash at beginning of period
    
    
    4,345
    
    
    
    Cash at end of period
    
    $
    3,604
    
    
    $
    4,345Supplemental cash flow informationCash paid forIncome taxes
    
    $
    1,667
    
    
    $
    246Interest
    
    
    4,924
    
    
    
    4,385
  F-84




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##### Table of Contents



SA Recycling, LLC and Subsidiaries  
 Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 (in thousands of dollars)
 1.
    
    Organization, Business and Basis of Presentation
 SA Recycling, LLC, a Delaware limited liability company, (the Company), was formed on June
4, 2007 pursuant to a plan to form a joint venture by the combination of operations of Adams
Steel, LLC (Adams Steel) and Simsmetal West LLC (Simsmetal West) (collectively, the
Members) for the purpose of purchasing, processing and selling ferrous and non-ferrous
scrap metals. The Company is a full service scrap metal recycling company with multiple
locations located primarily throughout Southern California, which purchase and recycle all
types of scrap metal including car bodies, appliances, non ferrous metals, and construction
and demolition materials. Other services include mobile car body smashing, demolition
contracting, certified destruction services, green waste and oil filter recycling.The Company formed a joint venture on September 1, 2007, at which time it received
contributions of assets and liabilities from Adams Steel and Simsmetal West and began
operations.
 2.
    
    Summary of Significant Accounting Policies
 Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of America.Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its
majority-owned and wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.Reclassifications
Certain prior year amounts have been reclassified to conform to the current year
presentation. These changes had no significant impact on previously reported balance sheets,
statements of operations or statements of cash flows.Revenue Recognition
The Companys primary source of revenue is from the sale of processed ferrous and non-ferrous
scrap metals. The Company also generates revenues from reselling new steel and performing
other recycling services.The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. Revenues from processed ferrous and non-ferrous scrap metal sales
are recognized when title and risk of loss have passed to the customer. Revenues relating to
non ferrous export sales are recognized upon receipt of the materials by the customer.
Revenues from services are recognized as the service is performed. Sales adjustments related
to weight differences are accrued against revenues as incurred.
 F-85




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##### Table of Contents



SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 (in thousands of dollars)
  2009
    
    
    2008Ferrous metals
    
    $
    793,014
    
    
    $
    742,214Non-ferrous metals
    
    
    181,531
    
    
    
    168,386Other recycling services
    
    
    9,154
    
    
    
    11,328Gross revenue
    
    $
    983,699
    
    
    $
    921,928
 Cash
Cash represents cash in banks and cash on hand. Cash balances at banks are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank. As of June 30, 2009
and 2008, and at various times throughout the years, the Company had deposits in excess of
FDIC limits.Restricted Cash
The revolving line of credit with Fifth Third Bank (Note 9) requires a compensating balance
of $10,000, which is legally restricted and recorded separately on the Companys balance
sheet.Accounts Receivable
Accounts receivable represents amounts due from customers on product and other sales. The
carrying amount of accounts receivable approximates fair value. The Companys determination
of the allowance for doubtful accounts receivable includes a number of factors, including the
age of the balance, past experience with the customer account, changes in collection patterns
and general industry conditions.Concentrations of Credit Risk and Major Customers
Financial instruments that subject the Company to credit risk consist primarily of accounts
receivable. Sales to related party customers and through related party commissioned agents
accounted for approximately 84% and 78% of total gross sales for the years ended June 30,
2009 and 2008, respectively. One related party customer accounted for approximately 75% and
69% of total gross sales for the years ended June 30, 2009 and 2008, respectively.Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated depreciation. Major
rebuilds and improvements are capitalized, while repairs and maintenance costs are expensed
as incurred. Depreciation is calculated using the straight-line method over the following
estimated useful lives:
 Buildings
    
    20 to 39 yearsLand improvements
    
    5 to 20 yearsLeasehold improvements
    
    Lesser of useful life or remaining lease termPlant and equipment
    
    3 to 15 years
 When assets are sold or otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts and any gain or loss is recorded in the consolidated statement
of operations.
 F-86




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##### Table of Contents



SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
 Goodwill and Indefinite-Lived Intangible Assets
 Goodwill and
Other Intangible Assets
   Intangible Assets Subject to Amortization
  Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  Other Assets
  Environmental Provision
 Accounting for Contingencies
 F-87




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##### Table of Contents



SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
  Fair Value of Financial Instruments
  Minority Interest
  Adjustments to Members Equity and Goodwill
  i.
    
    Reclassification of contributed assets between goodwill and Simsmetal
West members equity of $3,774.ii.
    
    Reclassification of members equity from Adams Steel to Simsmetal West of
$6,897.iii.
    
    Reclassification between equity investment and Adams Steel members
equity of $338.iv.
    
    Reclassification of the purchase price of Oxnard Metals, Inc. between
goodwill and deferred tax liability of $1,577.
 Income Taxes
  Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes  an Interpretation of SFAS No. 109 Accounting for
Contingencies
 F-88




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##### Table of Contents



SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
 Comprehensive Income
  Use of Estimates
  Recently Issued Accounting Pronouncements
 Fair Value Measurements Effective Date of SFAS 157,
 Business Combinations Business Combinations
 Non-controlling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 Determination of the Useful Life of
Intangible Assets.
 F-89




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##### Table of Contents



SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
  Equity Method Investment Accounting
Considerations,
 Accounting for Defensive Intangible
Assets,
 Determining the Fair Value of a
Financial Assets When the Market for That Asset is Not Active.
 Accounting for Assets Acquired
and Liabilities Assumed in a Business Combination That Arise from Contingencies.
  Determining Whether a Market is Not Active and a
Transaction Is Not
 Recognition and Presentation of
Other-Than-Temporary Impairments
 F-90




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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
  3.
    
    Significant Noncash Investing and Financing TransactionsDuring the year ended June 30, 2008, the Company engaged in the following significant noncash
investing and financing transactions with regards to the contributions received from Adams Steel
and Simsmetal West on September 1, 2007:
 2009
    
    
    2008Contribution received from Adams Steel upon execution of
Operating Agreement on September 1, 2007
    
    $
    (7,235
    )
    
    $
    73,762Contribution received from Simsmetal West upon execution of
Operating Agreement on September 1, 2007
    
    $
    3,123
    
    
    $
    210,199
  4.
    
    AcquisitionsDuring the years ended June 30, 2009 and 2008, the Company acquired one entity and five
entities, respectively. The acquisitions have been accounted for as purchases in accordance
with SFAS No. 141, Business Combinations. These acquisitions expanded on the Companys
ability to access suppliers of scrap metals and increase the processing of ferrous and
non-ferrous scrap metals. The costs of the acquisitions were allocated to the assets
acquired and liabilities assumed based on estimates of their respective fair market values at
the dates of the acquisitions. In determining fair market value, considerations were taken
for market comparables, condition of assets acquired, historical and prospective financial
performance of the acquired entities, and expectations on future outlooks for the industry.
The results of the acquired entities are included from the dates of acquisition to June 30,
2009 and 2008.
 F-91




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SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 (in thousands of dollars)
 Silver Dollar Recycling, LLC Acquisition
  Purchase considerationCash consideration
    
    $
    55,192Promissory note
    
    
    4,236Direct transaction costs
    
    
    246$
    59,674AllocationTangible assets acquiredCash
    
    $
    1,722Inventories
    
    
    1,432Property, plant and equipment
    
    
    11,571Identifiable intangible assets acquiredNon-compete (amortization period of 4 years)
    
    
    351Tradename (amortization period of 15 months)
    
    
    2,397Supplier relationships (amortization period of 10 years)
    
    
    23,252Goodwill
    
    
    26,752Total assets acquired
    
    
    67,477Liabilities assumedEnvironmental liabilities
    
    
    (474
    )Minority Interest
    
    
    (7,329
    )$
    59,674
   F-92




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SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 (in thousands of dollars)
 Pacific Coast Recycling LLC Acquisition
  Purchase considerationCash consideration
    
    $
    109,469Direct transaction costs
    
    
    2,319$
    111,788AllocationTangible assets acquiredAccounts receivable
    
    $
    21,338Inventories
    
    
    65,646Prepaid expenses
    
    
    1,241Asset held for sale (Note 6)
    
    
    5,711Property, plant and equipment
    
    
    37,210Identifiable intangible assets acquiredSupplier relationships (amortization period of 10 years)
    
    
    2,478Total assets acquired
    
    
    133,624Liabilities assumedCurrent liabilities
    
    
    (21,345
    )Long-term debt
    
    
    (491
    )Total liabilities assumed
    
    
    (21,836
    )$
    111,788
 F-93




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SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 (in thousands of dollars)
 Oxnard Metals, Inc. Acquisition
  Purchase considerationCash consideration
    
    $
    6,617Direct transaction costs
    
    
    429$
    7,046AllocationTangible assets acquiredCash
    
    $
    365Accounts and other receivable
    
    
    345Inventories
    
    
    227Property, plant and equipment
    
    
    1,957Identifiable intangible assets acquiredSupplier relationships and other (amortization period of 7 to 10 years)
    
    
    3,818Goodwill
    
    
    2,455Total assets acquired
    
    
    9,167Liabilities assumedCurrent liabilities
    
    
    (544
    )Deferred tax liabilities
    
    
    (1,577
    )Total liabilities assumed
    
    
    (2,121
    )$
    7,046
  5. Inventories
  2009
    
    
    2008Ferrous metals
    
    $
    41,644
    
    
    $
    59,199Non-ferrous metals
    
    
    6,610
    
    
    
    10,996Other
    
    
    178
    
    
    
    311Total inventories
    
    $
    48,432
    
    
    $
    70,506
  F-94




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SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 (in thousands of dollars)
  6. Property, Plant and Equipment
  2009
    
    
    2008Land
    
    $
    70,907
    
    
    $
    56,789Buildings and land improvements
    
    
    13,920
    
    
    
    6,474Leasehold improvements
    
    
    11,330
    
    
    
    8,682Plant and equipment
    
    
    127,277
    
    
    
    100,706Construction in progress
    
    
    9,726
    
    
    
    32,091233,160
    
    
    
    204,742Less: Accumulated depreciation
    
    
    (27,360
    )
    
    
    (10,485
    )Property, plant and equipment, net
    
    $
    205,800
    
    
    $
    194,257
   7. Goodwill and Intangible Assets
  Balance at June 30, 2007
    
    $
    Contributions
    
    
    137,346Acquisitions
    
    
    1,351Balance at June 30, 2008
    
    
    138,697Adjustment (Note 2)
    
    
    (2,197
    )Acquisitions
    
    
    26,752Balance at June 30, 2009
    
    $
    163,252
 F-95




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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
  GrossAmortization
    
    
    Carrying
    
    
    AccumulatedPeriod
    
    
    Amount
    
    
    Amortization
    
    
    NetIntangible assets
subject to amortizationSupplier relationships
    
    
    7 to 10 years
    
    
    $
    44,800
    
    
    $
    (7,880
    )
    
    $
    36,920Tradenames
    
    15 months
    
    
    2,822
    
    
    
    (571
    )
    
    
    2,251Other
    
    Lesser of term of agreement or useful life
    
    
    1,685
    
    
    
    (833
    )
    
    
    85249,307
    
    
    
    (9,284
    )
    
    
    40,023Intangible assets not
subject to amortizationPermits
    
    
    
    
    
    $
    3,250
    
    
    $
    
    
    
    $
    3,250Total net intangible assets
    
    
    
    
    
    $
    52,557
    
    
    $
    (9,284
    )
    
    $
    43,273
  GrossAmortization
    
    
    Carrying
    
    
    AccumulatedPeriod
    
    
    Amount
    
    
    Amortization
    
    
    NetIntangible assets
subject to amortizationSupplier relationships
    
    
    7 to 10 years
    
    
    $
    21,548
    
    
    $
    (2,608
    )
    
    $
    18,940Other
    
    Lesser of term of agreement or useful life
    
    
    1,759
    
    
    
    (353
    )
    
    
    1,40623,307
    
    
    
    (2,961
    )
    
    
    20,346Intangible assets not
subject to amortizationPermits
    
    
    
    
    
    
    3,250
    
    
    
    
    
    
    
    3,250Total net intangible assets
    
    
    
    
    
    $
    26,557
    
    
    $
    (2,961
    )
    
    $
    23,596
  F-96




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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
  Fiscal years ending June 30,2010
    
    $
    8,5112011
    
    
    6,0272012
    
    
    6,0042013
    
    
    4,0762014
    
    
    3,091Thereafter
    
    
    12,584$
    40,293
 8.
    
    Fair Value of Financial InstrumentsFair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. The
fair value is offset by the assessment of the Companys or counterpartys non-performance
risk. To determine fair value, the Company primarily utilizes reported market transactions and
discounted cash flow analyses. SFAS No. 157, Fair Value Measurements, was adopted by the
Company for financial assets and liabilities effective July 1, 2008. The adoption of SFAS No.
157 for non-financial assets and liabilities has been deferred for one year.Long-Term Debt Instruments
The fair value of the long-term debt instruments are determined by a valuation model which is
based on discounted future cash flows of the instruments using current market rates. The
carrying amounts and fair values of the debt instruments as of June 30, 2009 were as follows:
 Carrying
    
    
    FairValue
    
    
    ValueRevolving credit and letter of credit facility
    
    $
    130,750
    
    
    $
    129,330Notes Payable
    
    
    878
    
    
    
    878
 F-97




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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
 9.
    
    Credit Facilities and Long-Term DebtCredit facilities and long-term debt consist of the following at June 30:
 2009
    
    
    2008Noncurrent debtRevolving credit and letter of credit facility
    
    $
    130,750
    
    
    $
    138,800Other
    
    
    607
    
    
    
    1,345Total long-term debt
    
    
    131,357
    
    
    
    140,145Current debtTerm loan
    
    
    
    
    
    
    100,000Loans from related parties (Note 15)
    
    
    
    
    
    
    5,000Other
    
    
    271
    
    
    
    184Total current debt
    
    
    271
    
    
    
    105,184Total debt
    
    $
    131,628
    
    
    $
    245,329
 Revolving Credit and Letter of Credit Facilities
    F-98




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SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 
 (in thousands of dollars)
    Term Loan
  Other
    Years ending June 30,2010
    
    $
    2712011
    
    
    131,0562012
    
    
    2232013
    
    
    782014
    
    
    Thereafter
    
    
    $
    131,628
 F-99




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SA Recycling, LLC and Subsidiaries  Notes to Consolidated Financial Statements  June 30, 2009 and 2008
 
 (in thousands of dollars)
 10.
    
    Members Equity
  11.
    
    Defined Contribution and Union Pension Plans
   F-100




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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 (in thousands of dollars)
 12.
    
    Commitments and Contingencies
 Operating Leases
  Fiscal years ending June 30,2010
    
    $
    13,1942011
    
    
    12,4912012
    
    
    11,7562013
    
    
    9,9912014
    
    
    6,401Thereafter
    
    
    38,01691,849
 Legal Matters
  Environmental Matters
   F-101




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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 
 (in thousands of dollars)
   13.
    
    Balance Sheet Information
 Accrued Liabilities
  2009
    
    
    2008Working capital adjustment for PCR acquisition (Note 4)
    
    $
    
    
    
    $
    19,915Accrued payroll, bonus and other employee benefits
    
    
    5,260
    
    
    
    10,936Other
    
    
    590
    
    
    
    1,588$
    5,850
    
    
    $
    32,439
 14.
    
    Income Taxes
   CurrentFederal
    
    $
    652State
    
    
    132784DeferredFederal
    
    
    (166
    )State
    
    
    (26
    )(192
    )Total income tax provision
    
    $
    592
  Noncurrent deferred income taxesDeferred tax liabilitiesIntangible asset amortization
    
    
    1,247Other, net
    
    
    31Total deferred tax liabilities
    
    
    1,278Noncurrent deferred tax liabilities
    
    $
    1,278
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SA Recycling, LLC and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
 
 (in thousands of dollars)
 15.
    
    Sales Commitments
  16.
    
    Related Party Transactions
   2009Gross sales
    
    $
    736,453Total due to the Company
    
    $
    10,0142008Gross sales
    
    $
    635,668Total due to the Company
    
    $
    153,014
    17.
    
    Subsequent Events
  F-103