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ELDERS LIMITED Earnings Release 2006

Aug 9, 2006

64835_rns_2006-08-09_c130bde3-2cb9-4b8f-8624-7c67b3e6091c.pdf

Earnings Release

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10 August 2006

Company Announcements Office Australian Stock Exchange

Futuris profit growth continues with strong momentum

  • Sales revenue up 6%
  • Underlving EBIT up 20%
  • Underlying profit after tax, up 23% to record level
  • Underlying Earnings per share up 21%
  • Reported profit of \$87.4 million
  • Final dividend maintained

Futuris has announced its third successive year of double-digit growth in underlying profit with the release today of its financial results for the 12 months to 30 June 2006.

The financial results were released with the following announcement by Company Chairman Stephen Gerlach:

"Futuris Corporation has reported its highest-ever underlying profit with the announcement of an \$88.3 million underlying (ie before non-recurring items) profit to shareholders for 2006. The result is well above the previous year's (AIFRS adjusted1) underlying profit of \$71.8 million.

"After inclusion of non-recurring items totalling -\$0.9 million after tax, Futuris' Reported Profit to shareholders was \$87.4 million.

Underlying earnings per share rose by 21% to 13.2 cents compared with 10.9 cents in $2005$

"Sales revenue for the year was \$3.36 billion, 6% higher than the 2005 sales of \$3.17 billion.

"Directors have maintained the final dividend of 5 cents per share, fully franked. The total dividend for the vear is also unchanged at 9 cents per share, fully franked."

All 2005 comparatives are AIFRS adjusted.

Level 6, 27 Currie Street, Adelaíde, SA 5000 GPO Box 551 Adelaide SA 5001 Telephone: (08) 8425 4999 Facsimile: (08) 8410 1597

Futuris Corporation Limited A.B.N. 34 004 336 636

Chief Executive Les Wozniczka said that the 2006 profit result showed the quality of Futuris' businesses and the drivers that are enabling the company to grow.

"Futuris has, for the second vear in succession, been able to generate strong increases in earnings despite conditions that would have previously threatened a downturn in profit.

"We have maintained momentum because of the growth drivers we have built in Elders, Fertiliser. Forestry and Property.

Futuris generated underlying EBIT of \$157.1 million, 20% higher than the 2005 result of \$131.3 million. Underlying profit before tax rose by 11% to be \$118.2 million compared with \$106.4 million in the previous year. Rural services, Forestry and Property all contributed to the higher earnings.

"Elders performance shows the competitive advantage of the business model through seasonal and market variations.

Mr Wozniczka said that the rural services market in 2006 had suffered as a result of a number of adverse events which included the extraordinarily dry conditions in most of Australia's winter cropping region, lower wool prices, the impact of increased fuel, a contraction in livestock markets and weather related events which such as severe frosts in Western Australia and the damage and disruption brought by Cyclone Larry in Queensland.

"In many regions this has brought a sharp reduction in demand for rural services, while other regions have fared better. Where there was opportunity, Elders competed successfully. Credit is due to the performance and service culture of the Elders team and its leadership which did an outstanding job in maintaining revenue whilst protecting margin and managing costs. The results show a very disciplined and motivated organisation"

Elders lifted its underlying EBIT by 14% to \$86.6 million compared with \$75.9 million. Mr Wozniczka attributed the earnings growth to real estate, merchandise, downstream wool operations and financial services.

Elders merchandise operations maintained sales of \$1.1 billion despite the market contracting substantially because of reduced demand. "Our fertiliser initiative delivered financial gains at both the wholesale and retail level while Elders Real Estate made further inroads in broadacre and residential markets."

Banking and Insurance contributed EBIT of \$37.3 million to Elders result compared with \$33.8 million in the previous year. Profit share from Elders Rural Bank (ERB) rose from \$12.9 million to \$15.5 million. Insurance operations achieved 6% growth in gross written premium; improved net loss ratios and lifted their EBIT contribution by 4% to \$21.8 million. A further \$11.6 million (\$9.8 million in 2005) was earned through interest.

The growing significance of financial services to the business has been recognised through an internal restructuring which has brought the Company's various prudentially regulated entities together to form Elders Financial Services Group. Mr Tim Plant, formerly General Manager, Insurance, has been promoted to the position of Managing Director, Elders Financial Services Group.

Australian Agricultural Company (AACo, 43.1% owned by Elders) contributed equity accounted earnings of \$6.0 million compared with \$5.6 million in 2005. Mr Wozniczka said that the AACo operating result was "below expectations, but clearly affected by seasonal and timing issues in the second half".

Integrated Tree Cropping increased its EBIT contribution by 19% with its underlying EBIT rising from \$33.4 million to \$39.9 million.

"Forestry has been the major focus of our business building investment. ITC's profit performance in 2006 reflects the expansion of its plantation estate and higher income from associate FEA." said Mr Wozniczka. ITC's plantation under management expanded from 121,000 hectares to 151,000 hectares in 2006.

"MIS sales this year were below expectations but the business has the capacity to deliver earnings growth through cyclical improvement in its processing operations and a more competitive performance in the MIS market going forward. Management is addressing both of these areas with a view to achieving improvement."

Contribution from Automotive operations decreased slightly. Futuris Automotive recorded an underlying EBIT of \$20.8 million from sales of \$457.2 million which compares to \$21.6 million from sales of \$639.2 million in 2005. Higher equity accounted earnings from Global Thermal Systems and management initiatives largely offset the effects of a downturn in Australian vehicle production.

Earnings from Property operations rose with higher activity in commercial and residential projects. Property operations generated EBIT of \$18.2 million compared with \$8.4 million in the previous year.

Futuris upheld its commitment to investment with total cash expenditure of over \$250.6 million in 2006. Principal applications included the acquisition of minorities in ITC, increased equity in HiFert (to attain a 50% shareholding), the acquisition of plantation land and funding the growth of Elders Rural Bank.

"Our good results have flowed directly from the investments we made in prior years to build our businesses in financial services, fertiliser and forestry. The 2006 investment program continues the investment into core operations and long standing strategic initiatives."

Mr Wozniczka said that Futuris anticipated maintaining momentum in the new year. Subject to seasonal conditions and balance date mark to market adjustments, the Company was anticipating an underlying net profit to shareholders in FY07 within the range of current market expectations. Achievement of the market expectation will deliver headline growth and further growth in earnings per share on the recently expanded capital.

Les Wozniczka, Chief Executive Officer - Tel: 08 8425 4999 Further comment: Further information: Don Murchland, Investor Relations Manager - Mb: 0439 300 932

Discussion and Analysis of 2006 Financial Results

Results for the twelve months ended 30 June 2006

Financial results

1. Profit

Futuris Corporation has recorded an Underlying Profit to Shareholders of \$88.3 million, 23% higher than the corresponding result (AIFRS adjusted) of \$71.8 million for the 2006 financial year.

The underlying profit to shareholders excludes non-recurring items totalling -\$0.9 million after tax, which are summarised in the table below and discussed on the following page. Inclusive of these items. Futuris' Reported Profit to Shareholders was \$87.4 million. In comparison, the 2005 Reported Profit of \$58.6 million was unfavourably affected by non-recurring items totalling \$13.2 million after tax.

Normalised, or underlying, EBIT was \$157.1 million, 20% above the 2005 underlying EBIT of \$131.3 million.

Profit after tax
Profit before tax
EBIT
and OEI
\$ Million FY06 FY05 FY06 FY 05 FY06 FY05
Reported 156.8 143.2 117.9 118.3 87.4 58.6
Non-recurring items:
Hi-Fert acquisition benefit 10.4 10.4 7.3
Redundancies and restructuring
affecting Elders
(2.3) (2.3) (1.7)
BWK redundancies (2.0) (2.0) (1.4)
Futuris Automotive redundancies
and restructuring
(4.5) (4.5) (3.1)
Take-up of non-recurring items in
Westralia Property Trust
(1.9) (1.9) (1.9)
2005 non-recurring items 11.9 11.9 (13.2)
Total adjustments for underlying
profit
0.3 (11.9) 0.3 (11.9) 0.9 13.2
Underlying result 157.1 131.3 118.2 106.4 88.3 71.8

Calculation of underlying profit

Underlying earnings per share were 13.2 cents, 21% higher than the 2005 underlying earnings per share of 10.9 cents. Reported earnings per share were 13.1 cents compared with 8.9 cents.

<sup>1 All 2005 comparatives have been restated to conform with AIFRS

Movement in underlying profit before tax

Underlying profit before tax rose 11% to be \$118.2 million, compared with \$106.4 million in the previous year. As set out in the table below, this profit growth is attributable to increased profit generation by almost all of the Company's operating divisions.

Factors in PBT growth $$$ million
2005 underlying profit before tax 106.4
change in underlying PBT between FY2005 and FY2006:
Elders (as follows:)
Elders* EBIT +6.9
Elders Insurance investment income $+1.8$
HiFert/Webster_ $+3.3$
Australian Agricultural Company + 0.5
Total Elders $+12.5$
Property EBIT +98
Integrated Tree Cropping (ITC) EBIT +6.5
Futuris Automotive EBIT - 0.8
Investment and other EBIT $-0.3$
Net interest (excluding insurance
interest)
-15.9
2006 underlying profit before tax 118.2

*inclusive of Elders Rural Bank and Elders interests in wool handling and processing.

Discussion of the performance by the Company's operating divisions is provided under the heading "Review of Operations" commencing on page 5 of this document.

Non-recurring items

The 2006 reported profit includes a number of non-recurring items which total to a charge of \$0.3 million before tax. These items include:

  • A pre-tax profit of \$10.4 million, arising from Elders' share of the profit realised upon the acquisition by ELF of the remaining 33% of HiFert.
  • Redundancies and restructuring costs incurred by Elders of \$2.3 million, principally associated with the acquisition of remaining 50% of PlantTech and the disposal of Primix.
  • \$2.0 million in BWK for redundancies and costs in excess of land revaluation, in line with original restructuring plans.
  • \$4.5 million for costs incurred by Futuris Automotive in restructuring to align operations with $\bullet$ demands presented by current and anticipated industry conditions. The restructuring included closure of two Australian operating facilities.

A \$1.9 million take-up of non-recurring items reported by Westralia Property Trust in 2005 after closure of the Futuris accounts.

The 2005 result included a non-recurring charge totalling \$13.2 million after tax comprising profit on the sale of 65% of the Global Thermal business, offset by adjustments to transition financial statements from AGAAP to AIFRS.

Revenue and expenses

Significant revenue and expense outcomes for the vear include:

Total revenue from continuing operations of \$3.427.2 million was 6% higher than the 2005 comparative of \$3,232.0 million.

Sales revenue increased by 6% to be \$3,355.8 million (\$3,174.7 million in 2005). The increase in sales was sourced from Elders, ITC and Property operations.

Income contribution from associates and joint ventures rose from \$24.8 million to \$49.2 million. The increase is due to the non-recurring gain arising from the increase in shareholding in HiFert (see discussion on non-recurring items) and increased contributions from Elders Rural Bank, Forest Enterprises Australia (FEA), Australian Wool Handlers (AWH), Webster and Global Thermal Systems.

Borrowing costs net of interest received rose from \$24.9 million to \$39.0 million reflecting higher average debt levels.

Depreciation and amortisation declined by 23% to be \$36.7 million compared with \$47.8 million in 2005. The reduction is due to lower depreciation and amortisation by Futuris Automotive (as a result of the sale of Global Thermal Systems) and Elders.

2. Dividend

Directors have declared an unchanged final dividend of 5 cents per share, fully franked. The dividend will be payable on 25 October 2006, to shareholders registered in the books of the Company as at 9 October 2006.

Total dividend for the year is unchanged at 9 cents per share, fully franked. The 2006 total dividend represents a distribution to shareholders of \$59.9 million compared with \$53.7 million in 2005.

3. Cash Flow

Operating activities generated a cash flow \$127.4 million which compares to an outflow of \$9.3 million in 2005. The improvement is almost entirely attributable to Elders.

All divisions generated positive cash flow prior to movements in working capital.

Net cash of \$250.6 million was applied to investments during the year with the principal applications being:

  • capital expenditure, net of disposals, was \$108.5 million, principally accounted for by land acquisition by ITC of \$98.3 million;
  • investments of \$70.3 million with the maior items being increased shareholdings in HiFert. Amcom, Webster and FEA; and
  • \$48.1 million on acquisition of controlled entities, being principally payment for minority shareholdings in ITC and BWK.

Financing activities resulted in an inflow of \$295.0 million, with the major items being a \$150 million hybrid equity issue and the issue of 50 million ordinary shares to support funding for the acquisition of minority shareholdings in ITC. The Company recorded a total net cash flow of \$171.7 million for the vear.

4. Statement of financial position

Statement of financial
position
\$ million (unless otherwise
indicated) as at:
30 June
2006
31 Dec
2005
30 June
2005
Shareholders' equity 1.227.9 1,098.0 970.3
Cash* 537.5 334.6 365.8
Borrowings 739.5 722.9 680.6
Net deht* 202.0 388.3 314.8
Gearing # $(%)$ 14% 26% 24%
NTA per share $(\$)$ 1.17 0.95 0.82

*Includes insurance reserves of \$171.5 million and cash held in trust of \$11.0 million

(\$161.5 million & cash held in trust of \$16.2 million as at 30 June '05)

Calculated as net debt/net debt+ shareholders' equity

Futuris completed the year in a strong financial position with its year end balance sheet featuring increased cash, reduced gearing and a 43% increase in net tangible assets per share.

Net debt at year-end was \$202.0 million. Borrowings include \$29.2 million arising from financial instruments on debt. Year-end cash of \$537.5 million includes insurance reserves and cash held in trust totalling \$182.5 million. If this restricted cash is excluded, net debt at year-end would be \$384.5 million and gearing 24%. The year end cash balances included funds of \$134.1 million required to complete payment for the acquisition of minority shareholdings in ITC in July 2006.

Significant movements in the balance sheet during the year included:

  • Investments accounted for using the equity method rose from \$491.3 million to \$598.8 million. The increase items includes: reinvestment within Elders Rural Bank: increased shareholding in HiFert, and recognition of the asset revaluation made by AACo in its December 2005 accounts.
  • Inventory declined due to reduced inventories within Elders (BWK reduced current inventory by \$94 million), offset by higher inventory holdings within ITC and Property. Current inventory at 30 June was \$452.2 million compared with \$510.5 million at the 2005 year-end.
  • Property, plant and equipment rose by 7%, principally due to acquisitions by ITC.
  • Investment properties rose from \$113.0 million to \$192.6 million, largely due to expansion of ITC's $\bullet$ estate.
  • Intangibles increased by \$54.6 million due to increments provided by goodwill on acquisition of the outstanding minorities in ITC and acquisitions by Elders.
  • Capitalised design and development rose marginally from \$24.7 million to \$25.5 million.

Review of operations

Elders

12 months to 30 June:
\$ million 2006 2005
Sales 2,550.2 2,305.2 $+11%$
Underlying EBITDA 100.1 92.3
Depreciation & amortisation 13.5 16.4
Underlying EBIT from:
$Elders*$ 77.3 70.3 $+10%$
Equity accounted earnings from:
AACo 6.0 5.6
HiFert/Webster 3.3
Total underlying EBIT 86.6 75.9 +14%
Non-recurring items 6.1 (49.1)
EBIT reported 92.7 26.8
Insurance investment interest 11.6 9.8 +18%

* includes Elders Rural Bank and Elders BWK and the Australian Wool Handlers JV

Elders recorded underlying EBIT of \$86.6 million, 14% higher than the 2005 underlying EBIT of \$75.9 million. A further \$11.6 million of earnings through interest income by Elders insurance operations (\$9.8 million in 2005).

Underlying EBITDA increased by 8% to be \$100.1 million.

Elders' underlying EBIT is calculated prior to the impact of the non-recurring items, detailed under the heading "Non-recurring items" earlier in this document.

EBIT generated by Elders operations, (inclusive of Elders Rural Bank, Elders BWK and its wool handling joint venture AWH) rose by 10% to \$77.3 million. Increased earnings by financial services, merchandise, real estate and wool supply chain activities enabled Elders to offset the contraction in earnings brought by seasonal conditions to meat and livestock and wool agency operations.

Income from equity-accounted associates Webster Limited (25.4% interest) and HiFert (50% interest) increased from a breakeven result to EBIT of \$3.3 million. HiFert's contribution to underlying earnings of \$1.5 million compares to the loss of \$0.4 million taken up in 2005.

Sales revenue for the year of \$2,550.2 million was 11% higher than the 2005 sales of \$2,305.2 million.

The growth in revenue is largely due to the contribution of a full year's revenue from the BWK wool processing and trading operations (which were consolidated from 12 January 2005) and increased sales from real estate, insurance and grain.

Key features of Elders' performance in individual product areas are as follows:

* Merchandise: Elders' increased its sales of merchandise marginally despite the contraction in the overall farm merchandise market brought by unfavourable seasonal conditions, lower herd numbers and the reduced cash availability resulting from increased fuel prices and natural disasters.

Elders revenue from merchandise sales was \$1,112 million compared with \$1,102 million in the previous year. Increased sales of fertiliser, agricultural chemicals and seed enabled Elders to mitigate the impact of reduced revenue from almost all other product areas. Elders' fertiliser strategy is continuing to make progress with gains being made in sales revenue, market share and earnings at both the retail and wholesale (through HiFert) levels.

  • Livestock: Meat and livestock markets contracted in 2006 due to reduced sales activity as growers sought to rebuild herd numbers. Lower prices for cattle and sheep, and lower cattle volumes contributed to a 8% reduction in Elders revenue from meat and livestock operations.
  • . Wool: revenue and contribution from wool operations increased due to the contribution from processing, handling and trading operations. Total revenue from wool operations rose from \$313 million to \$484 million, with the increase being attributable to the BWK processing and trading operations. BWK contributed sales of \$419 million in 2006. Agency operations were affected by reduced wool national wool production and lower prices. The Australian Wool Handlers (AWH) joint venture contributed equity accounted earnings of \$5.0 million compared with \$0.7 million in 2005.
  • * Grain: Grain operations are an emerging source of income for Elders as it builds trading relationships with buvers and as growers become more familiar with Elders offerings. Revenue from grain grew by 56% to be \$123 million and the volume sold exceeded 1 million tonnes. Elders sold grain on behalf of approximately 3000 producers during the year, up 63% on the previous year.
  • * Banking: Elders Rural Bank, (a 50/50 joint venture with Bendigo Bank) continued to grow, achieving a 10% rise in profit, and increasing gross loans from \$2.3 billion to \$2.8 billion. Equity accounted profit contributed from Elders Rural Bank rose from \$12.9 million to \$15.5 million.
  • * Insurance: Insurance operations increased their earnings, notwithstanding a greater incidence of natural catastrophe events. Gross Written Premium rose 6% from \$389 million to \$413 million. Operating ratios improved, despite increased claims. Insurance operations contributed EBIT of \$21.8 million compared with \$20.9 million in 2005. Inclusive of investment interest, insurance operations was \$33.4 million compared with \$30.6 million in the previous year.
  • * Real Estate: Elders Real Estate performed strongly, recording significant growth in sales and contribution. Revenue from real estate rose by 36% to be \$78 million. Elders Real Estate increased its market share, sales volume and value in both broadacre and residential markets and expanded its property management operations. At 30 June, Elders Real Estate was responsible for the management of approximately 13,500 properties.

Forestry

12 months to 30 June:

\$ million 2006 2005
Total Revenue 168.6 145.0 $+16%$
Underlying EBITDA 43.5 36.6 $+22%$
Depreciation & Amortisation 3.6 3.1
Underlying EBIT
ITC. 34.4 30.1
FEA (Equity Acc) 5.5 3.3
Underlying EBIT 39.9 33.4 $+19%$
Non-recurring items ٠ 1.2
Reported EBIT 39.9 32.2

ITC's underlying EBIT rose by 19% in 2006 due to expansion of its plantation operations and increased income from Forest Enterprises Australia (FEA). ITC holds a 26.6% interest in FEA which is equity accounted.

Total revenue of \$168.6 million was 16% higher than in 2005, with the increase being largely sourced from forestry operations. The 2006 sales revenue benefited from the carry over of revenue from ITC's record MIS sales of the previous year. ITC's 2006 product offering achieved sales of \$47.2 million. 60% of which have been carried over to future years.

The EBIT benefits of the expansion in plantation operations were offset slightly by results from processing operations which experienced weak markets and margins due to low demand levels from the building and construction sector.

Equity accounting of ITC's share of FEA's profit contributed \$5.5 million to ITC's 2005 earnings compared to \$3.3 million in 2005.

ITC maintained a high level of capital expenditure, as it built its plantation estate and associated infrastructure. In 2006, ITC invested net cash of \$98.8 million on property plant and equipment. principally being plantation land. As at 30 June, ITC's estate and area under management totalled 151,000 hectares compared with 121,000 at the beginning of the year.

ITC was accounted as a wholly owned subsidiary of Futuris as at 30 June following a successful takeover offer for outstanding minorities. As at 30 June, Futuris held a 93.2% interest in ITC. The Company proceeded immediately to compulsory acquisition, which has been accrued as at 30 June.

Automotive

12 months to 30 June:
\$ million 2006 2005
Sales 457.2 639.2 - 28%
Underlying EBITDA 40.3 49.1
Depreciation & Amortisation 19.5 27.5
EBIT:
Futuris Automotive 16.1 21.3
Global Thermal (equity acc) 4.7 0.3
Underlying EBIT 20.8 21.6 - 4%
Non-recurring items (4.5) 77.8
Reported EBIT 16.3 99.4 ,,,,,,,,,,,,,,,,,,,,,,,,

Sales revenue from Futuris Automotive in 2006 of \$457.2 million was lower than in the previous vear due to reduced demand from its client sectors and as the previous vear included six months trading results2 from the Global Thermal operations which were divested as at 31 December 2004.

A 35% interest has been retained in Global Thermal Systems.

Interior Systems operations, which accounts for the overwhelming majority of Futuris Automotive, experienced substantial reductions to supply schedules due to lower Australian motor vehicle production. Sales revenue from Interior Systems of \$391.2 million compares with \$448.2 million in the previous year.

The EBIT impact of this was mitigated by management initiatives, which included the rationalisation of manufacturing facilities and other efficiency measures, and an increased contribution from Global Thermal Systems. Global Thermal Systems contributed equity accounted earnings of \$4.7 million (\$0.3 million in 2005).

As a result Futuris Automotive recorded underlying EBIT of \$20.8 million compared with \$21.6 million in the previous year.

Non-recurring items are as detailed earlier in this paper.

$2$ Global Thermal Systems contributed revenue of \$107.5 million in 2005.

Property

12 months to 30 June:
\$ million 2005
Sales 189.1 92.8
EBIT (underlying) 18.2 8.4 $+217%$
Non-recurring items (1.9) (11.8)
Reported EBIT 16.3 (3.4)

Income and revenue from Property increased substantially due to increased activity by its Residential and Commercial operations.

Underlying EBIT generated by Property operations rose from \$8.1 million to \$18.2 million. Sales revenue rose to \$189.1 million compared with \$92.8 million in 2005.

In residential, the Company accelerated value realisation from its Byford land holdings. Sale of all developed lots was completed and the undeveloped land of some 233 hectares was sold in two parcels. Futuris' land holdings at Byford at 30 June consisted of approximately 200 hectares, which are being developed for sale as individual allotments.

Income from Commercial operations rose due to the progress of the City Central project in CBD Adelaide. The first stage of the project, Tower 1, was taken to 75% complete and is due for completion in January 2007.

The accounts include non-recurring items announced in the first half accounts in respect of a charge of \$1.9 million to take up non-recurring write-downs reported by Westralia Property Trust in 2005 after closure of the Futuris accounts.

3. Outlook

Futuris anticipates increasing its underlying profit in 2007. As occurred in 2006, the timing of profit emergence is expected to be weighted towards the second half of the financial year. This timing reflects rural expenditure patterns and MIS activity.

The Company's earnings expectation for 2007 is for an underlying profit to shareholders that falls within the range of current market expectations.

This expectation is subject to the achievement of normal seasonal conditions, and no material mark to market adjustments at balance date.

10 August 2006

Further comment: Les Wozniczka Chief Executive Officer

Tel: 08 8425 4999

Further information:

Don Murchland Investor Relations Manager mb: 0439 300 932

FUTURIS

CORPORATION LIMITED

ABN 34 004 336 636

PRELIMINARY FINAL REPORT APPENDIX 4E

30 JUNE 2006

PRELIMINARY FINAL REPORT RESULTS FOR ANNOUNCEMENT TO THE MARKET
FINANCIAL YEAR ENDED 30 JUNE 2006

\$000
Revenues from continuing operations* up $6\%$ to 3,427,193
Profit from underlying continuing operations after tax
attributable to members
up 23% to 88,250
Profit from continuing operations after tax attributable to
members
up 49% to 87,439
Net profit for the year attributable to members up 49% to 87,439
Dividends Amount per security Franked amount
per security
Final dividend
Previous corresponding period
Record date for determining entitlements to the dividend 9 October 2006

* Revenues from continuing operations comprises:

2006
\$'000
2005
\$'000
Sales revenue 3,355,818 3,174,684
Other revenues from continuing operations 51,165 37,402
Interest revenue 20,210 19,878
Total 3,427,193 3.231,964

FUTURIS CORPORATION LIMITED CONSOLIDATED INCOME STATEMENT YEAR ENDED 30 JUNE 2006

Note 2006
\$000
2005
\$000
Continuing operations
Sales revenue 2 3,355,818 3,174,684
Cost of sales (2,500,687) (2,430,759)
Other revenues 51,165 37,402
Other expenses 2 (805, 934) (747, 510)
Share of net profits of associates and joint ventures accounted
for using the equity method
5 49,187 24,753
Profit on sale of non current assets 2 7,273 84,620
Profit before net borrowing costs and tax expense 156,822 143,190
Interest revenue 20,210 19,878
Borrowing costs (59, 171) (44, 733)
Profit before tax expense 117,861 118,335
Income tax expense (21, 446) (47, 876)
Net profit for year 96,415 70,459
Net profit attributable to minority interest (8,976) (11, 825)
Net profit attributable to members of the parent entity 87,439 58,634
Basic earnings per share (cents per share) 13.06c 8.87c
Basic underlying earnings per share (cents per share) 13.18e 10.86e
Diluted earnings per share (cents per share) 11.49c 7.98c
Diluted underlying earnings per share (cents per share) 11.60e 9.77¢

The accompanying notes form an integral part of this income statement.

FUTURIS CORPORATION LIMITED CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2006

2006 2005
Note \$000 \$000
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
537,521
613,846
365,803
590,127
Livestock 71,898 61,400
Inventories 451,454 510,546
Financial instruments 5,096
Held for trading financial assets 20,341 10,940
Other 106,729 116,502
TOTAL CURRENT ASSETS 1,806,885 1,655,318
NON CURRENT ASSETS
Trade and other receivables 126,360 70,196
Forestry 17,164 13,940
Inventories 33,814 55,257
Other financial assets 5,662
598,819
1,800
Investments accounted for using the equity method
Property, plant and equipment
198,345 491,295
185,643
Investment properties 192,591 113,001
Intangibles 270,641 216,029
Deferred tax assets 76,675 60,327
Other (including design and development) 25,646 26,899
TOTAL NON CURRENT ASSETS 1,545,717 1,234,387
TOTAL ASSETS 3,352,602 2,889,705
CURRENT LIABILITIES
Trade and other payables 984,910 878,108
Interest bearing loans and borrowings 144,805 145,008
Current tax payable 26,100 30,542
Financial instruments 30,881
Provisions 238,184 207,105
TOTAL CURRENT LIABILITIES 1,424,880 1,260,763
NON CURRENT LIABILITIES
Trade and other payables 32,615
Interest bearing loans and borrowings 565,570 535,556
Deferred tax liabilities
Provisions
102,441 60,705
31,786 29,754
TOTAL NON CURRENT LIABILITIES 699,797 658,630
TOTAL LIABILITIES 2,124,677 1,919,393
NET ASSETS 1,227,925 970,312
EQUITY
Contributed equity
Convertible notes
4 577,717
57,384
454,420
Hybrid equity 4 145,151
Reserves 63,843 42,868
Retained earnings 371,367 351,397
TOTAL PARENT ENTITY INTEREST IN EQUITY 1,215,462 848,685
Minority interests 12,463 121,627
TOTAL EQUITY 1,227,925 970,312

The accompanying notes form an integral part of this balance sheet.

FUTURIS CORPORATION LIMITED
CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED 30 JUNE 2006

2006 2005
Note \$000 \$000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 8,876,564 8,294,850
Payments to suppliers and employees (8,727,061) (8, 245, 493)
Dividends received 26,276 22,002
Interest received 20,210 19,771
Interest and other costs of finance paid (60, 110) (53, 830)
GST paid (net) (11,690) (22,190)
Income taxes paid (22, 531) (50,755)
Other operating inflows 25,698 26,375
Net operating cash flows 127,356
(9,270)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant and equipment (137, 689) (96, 772)
Payment for investments (70, 324) (229, 862)
Payment for design and development capitalised (7,385) (23, 663)
Proceeds from sale of property, plant and equipment 29,168 16,041
Proceeds from sale of investments 2,647 3,364
Proceeds from sale of other non current assets 192
Loans to associated entities (26, 924) (16,940)
Repayment of loans by related parties 8,505
Loans to growers (2,811) (25,703)
Loans repaid by growers 20,233 11,932
Loans to employees (10, 991) (8,291)
Payment for outside equity interests in controlled entity (3,160)
Payment for controlled entity (net of cash acquired) (48,075) (60,260)
Proceeds from disposal of controlled entity 11 1,556 252,100
Net investing eash flows (250, 595) (172, 517)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares and other equity, net of costs 268,448 1,596
Proceeds from borrowings 175,269 393,253
Repayment of borrowings (92, 568) (212,773)
Princípal repayments of lease liabilities (1,763) (1, 536)
Proceeds from leasing 3,521 8,621
Dividends paid (72, 143) (47, 847)
Proceeds from issue of shares by controlled entity (net) 14,193 16,978
Net financing cash flows 294,957 158,292
Net increase/(decrease) in cash held 171,718 (23, 495)
Cash at the beginning of the financial year 365,803 389,298
Cash at the end of the financial year 537,521 365,803

The accompanying notes form an integral part of this cash flow statement.

FUTURIS CORPORATION LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 JUNE 2006

$($ \$000 $)$ Issued
Capital
Convertible
Notes
Reserves Hybrid
Equity
Retained
Earnings
Minority
Interest
Total Equity
As at 1 July 2005* 454,420 54,576 46,616 355,081 121,627 1,032,320
Issue of share capital 14,193 14,193
Exercise of options 5,646 5,646
Cost of share based payments 5,035 5,035
Shares vested to employees (net) (5,059) (5,059)
Share placement 112,000 112,000
Share placement direct costs (2,729) (2,729)
Issue of Hybrid Equity 150,000 150,000
Hybrid equity direct costs (4, 849) (4, 849)
Scrip consideration 5,694 5,694
Dividend Reinvestment Plan 2,686 2,686
Dividends to shareholders ă. (70, 307) (70, 307)
Hybrid Equity Distribution (1, 836) (1, 836)
Fair value revaluations of
associate's land and buildings 24,237 24,237
Fair value revaluations of
livestock carrier (4,270) (4,270)
Currency translation differences 3,670 3,670
Recognition of share of reserve
for losses in associate (990) 990
Cash flow hedge reserve (5,396) (5,396)
Convertible notes reissued 2,808 2,808
Acquisition of minority interests
in controlled entity (133, 621) (133, 621)
Partnership profits 1,288 1,288
Profit for year 87,439 8,976 96,415
As at 30 June 2006 577,717 57,384 63,843 145,151 371,367 12,463 1,227,925

* post adjustments for AASB 139 Financial Instruments: Recognition and Measurement

The accompanying notes form an integral part of this statement of changes in equity.

FUTURIS CORPORATION LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) YEAR ENDED 30 JUNE 2006

(\$000) Issued
Capital
Convertible
Notes
Reserves Retained
Earnings
Minority
Interest
Total
Equity
As at 1 July 2004 446,920 18,088 358,996 71,048 895,052
Issue of share capital 5,904 22,634 28,538
Exercise of options 1,596 1,596
Cost of share based payments 3,775 3,775
Shares vested to employees (8,371) (8,371)
Dividends to shareholders (53, 752) (53,752)
Fair value revaluations of associate's
land and buildings 16,780 16,780
Fair value revaluations of livestock
carrier
4,270 (6,100) (1, 830)
Currency translation differences 1,945 1,945
Recognition of share of reserve for
losses in associate 6,381 (6, 381)
Partnership profits 1,103 1,103
Acquisition of minority interests in
controlled entity (8,568) (8,568)
Acquisition of partly owned
subsidiaries 40.000 40,000
Disposal of partly owned
subsidiaries (16, 415) (16, 415)
Profit for year 58,634 11,825 70,459
As at 30 June 2005 454,420 $\overline{a}$ 42,868 351,397 121,627 970,312

The accompanying notes form an integral part of this statement of changes in equity.

BASIS OF PREPARATION NOTE 1.

This report has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and other mandatory professional reporting requirements. This report is based on financial statements that are in the process of being audited.

This is the first preliminary final report prepared based on AIFRS and comparatives for the year ended 30 June 2005 have been restated accordingly except for the adoption of AASB 132 Financial Instruments: Presentation and Disclosure and AASB 139 Financial Instruments: Recognition and Measurement, as the Group has adopted the exemption under AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards and has applied AASB 132 and AASB 139 from 1 July 2005.

A reconciliation of AIFRS equity and profit for 30 June 2005 to the balances reported in the 30 June 2005 financial report and at transition to AIFRS is detailed in Note 12.

NOTE 2. REVENUE AND EXPENSES 2006
SOOO
CONSOLIDATED
2005
\$000
Sales revenue:
Sale of goods
Commission and other selling charges
Construction contract revenue
Insurance premium revenue
Other sales related income
2,648,747
389,330
115,623
164,202
37,916
3,355,818
2,521,966
413,440
67,856
131,514
39,908
3,174,684
Other expenses:
Distribution expenses
Marketing expenses
Occupancy expenses
Other expenses
Administrative expenses
Insurance claims & related expenses
412,514
34,836
13,391
113,019
150,148
82.026
805,934
391,680
38,396
10,734
57,850
133,137
115,713
747,510
- investments
- controlled entities
Profit on sale of non current assets
- property, plant and equipment
4,230
1,622
1,421
7,273
215
1,045
83,360
84,620
Included in equity profits and other expenses are the following:
Depreciation and amortisation
Employee benefits expense
36,727
308,501
47,819
313,507
NOTE 2.
REVENUE AND EXPENSES (continued)
2006
\$000
CONSOLIDATED
2005
\$000
Included in equity profits and other expenses are the following (continued):
Hi-Fert acquisition benefit
Redundancies and restructuring costs
10,400
(8,800)
(1,931)
Write down of Westralia Property Trust (share of equity loss)
Write down and depreciation of Livestock Carrier
Costs associated with exit of Middle Eastern livestock
(15,200)
business (as principal)
Write down of Kareelya investment
(7,958)
(5, 476)
Loss on sale of hospitals & associated provisions
Impairment losses - goodwill and other intangibles
(3,760)
(9,987)
Impairment losses - other non current assets
Redundancy provision
(331) (23,981)
(5,159)
(71, 521)
NOTE 3.
DIVIDENDS
CONSOLIDATED
2006
\$000
2005
\$000
Parent entity equity dividends on ordinary shares:
Dividends paid during the year
- Final fully franked dividend for June 2005 of $5¢$ per share
33,200 26,827
$(2005: 5¢$ per share, fully franked)
- Interim fully franked dividend paid April 2006 of $4¢$ per share
(2005: 4¢ per share, partly franked)
26,656 26,925
- Hybrid distribution (2005: nil) 1,836
61,692 53,752
Dividends proposed and not recognised as a liability
- Final fully franked dividend for June 2006 payable 25 October 2006
of $5¢$ per share (2005: $5¢$ per share, fully franked)
36,046 33,162
Subsidiary Equity dividends on ordinary shares:
Dividends paid to external parties during the year
- Fully franked dividend paid September 2005 of $5¢$ per share
10,451
108,189 86,914

Shareholders can elect to have all or a certain number of their shares participate in the Company's Dividend Reinvestment Plan ("DRP"). The issue price of shares under the DRP is the weighted average closing market price of the Company's shares sold through Australian Stock Exchange Limited during the five (5) days immediately following the Books Close (Record) Date, less a discount of 2.5%. The maximum number of shares an individual shareholder can receive under the DRP is 2,000 shares at each dividend date.

The last date for receipt of election notices for the dividend plan is 9 October 2006.

NOTE 4 .
EQUITY
CONSOLIDATED
2006 2005
\$000 \$000
Contributed Equity
Ordinary shares:
Issued and fully paid up 577,717 454,420
Number of
shares \$2000
Movements in ordinary shares:
Opening balance 663,243,696 454,420
Conversion of options 3,910,000 5,646
Share Placement, net of costs 50,000,000 109,271
Scrip consideration 2,530,790 5,694
Dividend reinvestment plan 1,226,603 2,686
Closing balance 720,911,089 577,717
CONSOLIDATED
2006 2005
Hybrid Equity \$000 \$000
Issued and fully paid up 145,151
Number of
notes \$7000
Movements in Hybrid Equity:
Opening balance
Issue of Hybrid Equity, net of costs 1,500,000 145,151
Closing balance 1,500,000 145,151

NOTE 5. DETAILS OF EQUITY ACCOUNTED ASSOCIATES AND JOINT VENTURES

Name of
Associate or Joint Venture
Principal activity of
Associate or Joint Venture
Ownership Interest Contribution to net
profit or (loss)
2006
$\frac{0}{0}$
2005
$\%$
2006
\$000
2005
\$000
Air International Thermal (US)
Holdings Inc
Automotive 35 35 6,405 (133)
Air International Thermal
(Belgium) NC
Automotive 35 35 (1,598) 203
Australian Agricultural
Company Ltd
Beef production 43 43 6.057 5,563
Australian Wool Handlers Wool processing 50 50. 4.992 702
Elders Rural Bank Limited Financial Services 50 50 15,476 12,891
Forest Enterprises Australia Forestry 27 24 5.500 3,300

NOTE 5. DETAILS OF EOUITY ACCOUNTED ASSOCIATES AND JOINT VENTURES (continued)

Name of
Associate or Joint Venture
Principal activity of
Associate or Joint Venture
Ownership Interest Contribution to net
profit or (loss)
2006
$\%$
2005
$\%$
2006
\$000
2005
\$000
HiFert Pty Ltd Fertiliser 50. 33 11,855 (414)
Webster Ltd Agribusiness 25 19 1.800 361
Other (1,300) 2,280
49.187 24,753

The Group has taken up its share of the revaluation of rural property assets undertaken by its associate. Australian Agricultural Company Ltd. The effect in the current year is to increase investments by \$35m, the asset revaluation reserve by \$24m and deferred tax liability by \$11m.

NOTE 6. NET TANGIBLE ASSETS CONSOLIDATED
30 June
1 July
30 June
2006 2005 2005
Net tangible asset backing per ordinary security \$1.17 \$0.92 \$0.82

NOTE7 SEGMENT INFORMATION

The Group is organised and managed separately according to the nature of the products and services provided. The consolidated entity comprises the following distinguishable components; Rural Services, Forestry, Automotive Components, Property and Investment & Other.

Rural Services include the provision of a range of agricultural products and services through a common distribution channel and its associate Australian Agricultural Company Ltd.

Forestry includes the Group's interests in forestry plantations and processing.

Automotive Components include the manufacturing and sales of automotive components of which the key components are seating, heating ventilating and air-conditioning systems.

Property includes the sale and development of land and commercial developments and holding an equity interest in a listed property trust.

The Investment & Other segment includes the general investment activities not associated with the other business segments and the administrative corporate office activities.

Segment results have been determined on a consolidated basis and represent the earnings before corporate net borrowing costs and meome tax expense.

The Group operates predominantly within Australia. All other geographical operations are not material to the financial statements.

NOTE 7. SEGMENT INFORMATION (continued)

Business Segments

Rural
Services
Forestry Automotive
Components
Property Investment
& Other
Total
2006 \$000 \$000 \$000 \$000 \$000 \$000
External sales 2,550,210 159,239 457,225 189,144 3,355,818
Other revenue 47,276 3,881 16,717 1,263 9,511 78,648
Share of net profit (loss) of
associates 41,359 5,500 4,717 (1, 444) (945) 49,187
Total revenue 2,638,845 168,620 478,659 188,963 8,566 3,483,653
Underlying EBIT 86,630 39,922 20,758 18,230 (8,387) 157,153
Significant items 6,100 (4,500) (1,931) (331)
Segment Result 92,730 39,922 16,258 16,299 (8,387) 156,822
Earnings before interest, tax,
depreciation & amortisation 106,201 43,480 35,761 16,463 (8,356) 193,549
Depreciation & amortisation (13, 471) (3,558) (19, 503) (164) (31) (36, 727)
Segment Result 92,730 39,922 16,258 16,299 (8,387) 156,822
Corporate net interest expense (38, 961)
Profit from ordinary activities
before tax
117,861
Segment assets 1,695,856 512,578 216,388 257,684 55,900 2,738,406
Unallocated assets (including tax
assets)
614,196
Segment liabilities
Unallocated liabilities (including
896,523 91,484 108,091 16,900 164,175 1,277,173
tax liabilities) 847,505
Carrying value of equity
investments
524,210 50,372 2,621 20,571 1,045 598,819
Acquisition of property, plant &
equipment, intangible assets and
other non current assets, including
design and development
33,234 104,884 18,169 43 156,330
Non cash expenses other than
depreciation and amortisation
4,808 22 3,121 1,088 1,065 10,104
Profit on sale of investments 784 2,259 3,043

NOTE 7. SEGMENT INFORMATION (continued)

Business Segments

Rural
Services
Forestry Automotive
Components
Property Investment
& Other
Total
2005 \$000 \$000 \$000 \$000 \$000 \$000
External sales 2,305,235 106,517 639,159 92,809 30,964 3,174,684
Other revenue 20,652 35,171 260,997 4,206 7,759 328,785
21,171 3,300 282 24,753
Total revenue 2,347,058 144,988 900,438 97,015 38,723 3,528,222
Underlying EBIT 75,906 33,442 21,585 8,440 (8,108) 131,265
Significant items (49,118) (1,201) 77,760 (11,756) (3,760) 11,925
Segment Result 26,788 32,241 99,345 (3,316) (11, 868) 143,190
43,154 35,371 126,862 (3,048) (11,330) 191,009
(16, 366) (3,130) (27,517) (268) (538) (47, 819)
Segment Result 26,788 32,241 99,345 (3,316) (11, 868) 143,190
Corporate net interest expense (24, 855)
Profit from ordinary activities
before tax
118,335
Segment assets 1,570,401 373,536 243,262 238,269 38,107 2,463,575
Share of net profit of associates
Earnings before interest, tax,
depreciation & amortisation
Depreciation & amortisation
Unallocated assets (including tax
assets)
Unallocated liabilities (including
Carrying value of equity
other non current assets, including
depreciation and amortisation
Profit on sale of investments
$\blacksquare$ $\blacksquare$ 426,130
Segment liabilities 822,612 104,926 122,291 46,272 51,481 1,147,582
tax liabilities) $\blacksquare$ $\blacksquare$ $\tilde{\phantom{a}}$ 771,915
investments 429,044 34,487 5,749 22,015 $\tilde{\phantom{a}}$ 491,295
Acquisition of property, plant &
equipment, intangible assets and
design and development 44,291 50,718 41,651 12,987 246 149,893
Non cash expenses other than 46,823 1,473 14,595 13,595 589 77,075
7 9 83,360 995 34 84,405

NOTE 8. SUPPLEMENTARY STATEMENT OF NET DEBT BY SEGMENT

2006 Rural
Services
\$000
Forestry
\$000
Automotive
Components
\$000
Property
\$000
Investment
& Other
\$000
Total
\$000
Earnings before interest & tax 92,730 39,922 16,258 16,299 (8,387) 156,822
Depreciation and amortisation 13,471 3,558 19,503 164 31 36,727
Equity accounted earnings (41, 359) (5,500) (4,717) 1,444 945 (49, 187)
Dividends received from associates 25,223 794 26,017
Profit/loss on sale of property, plant
$&$ equipment (3, 816) (392) (22) $\blacksquare$ (4,230)
Profit on sale of investments (784) (838) (1,622)
Profit on sale of controlled entities $\tilde{\phantom{a}}$ ш. (1, 421) (1, 421)
Interest (net) 1,239 (2,761) 50 (33) (38, 395) (39,900)
Tax (paid)/refund (26,094) (13, 783) (1,631) $\tilde{\phantom{a}}$ 18,977 (22, 531)
Share based payments 2,892
166
322 674 120 1,027 5,035
Impairment losses
Fair value adjustments
(16, 555) w
4,627
332
1,164 $\overline{\phantom{a}}$
61
1,662
(11, 867)
Provisions and other 13,053 1,382 (7, 397) 2,743 22,443 32,224
Operating cash flow before
movements in working capital 60,166 28,169 23,050 21,901 (5, 557) 127,729
Movement in working capital 98,176 (50,005) 17,528 (47,253) (18, 819) (373)
Operating cash flow 158,342 (21, 836) 40,578 (25, 352) (24, 376) 127,356
Capital expenditure
Proceeds on sale of property, plant
(21, 978) (104, 884) (10, 784) (43) (137,689)
and equipment 23,000 6,125 43 29,168
Proceeds sale of investments 879 1,768 2,647
Proceeds sale of controlled entity . ш. Ξ. 1,556 1,556
Payments for investments and other (38, 383) (11, 179) (2,131) $\blacksquare$ (18, 631) (70, 324)
D&D capitalised (7,385) $\tilde{\phantom{a}}$ $\blacksquare$ (7,385)
Loans to associated parties (2, 869) (3,607) μ. $\blacksquare$ (20, 448) (26, 924)
Loans from growers (net) 17,422 17,422
Loans to employees (9,059) (1,515) (139) (278) (10, 991)
Acquisition of controlled entity (net) (17, 184) (532) (30, 359) (48, 075)
Investing cash flow (65, 594) (96, 655) (21, 772) (139) (66, 435) (250, 595)
Proceeds from issue of shares and 14,193 268,448 282,641
other equity
Dividends paid
(10, 451) u. $\frac{1}{2}$ (61, 692) (72, 143)
Other flows $\blacksquare$ 3,742 μ. 206,756 210,498
TOTAL 92,748 (114, 749) 18,806 (25, 491) 115,945 87,259
Opening net debt
Total flows
AIFRS reclassification of debt to
(314,761)
87,259
equity
AIFRS fair value adjustments to debt
54,576
(29,086)

AIFRS fair value adjustments to debt

Closing net debt

$(202, 012)$

NOTE 8. SUPPLEMENTARY STATEMENT OF NET DEBT BY SEGMENT

2005 Rural
Services
Forestry Automotive Property Investment
& Other
Total
\$000 \$000 Components
\$000
\$000 \$000 \$000
Earnings before interest & tax 26,788 32,241 99,345 (3,316) (11, 868) 143,190
Depreciation and amortisation 16,366 3,130 27,517 268 538 47,819
Equity accounted earnings
Dividends received from
(21, 171) (3,300) (282) (24, 753)
associates 20,738 1,007 $\blacksquare$ 21,745
Profit on sale of property, plant &
equipment
Profit on sale of investments
(341)
(7)
196
(9)
(73)
$\tilde{\phantom{a}}$
÷
(995)
3
(34)
(215)
(1,045)
Profit on sale of controlled entity w. w (83,360) $\tilde{}$ (83,360)
Interest (net) (3,902) (634) (1,764) 49 (27, 808) (34, 059)
Tax paid (11,767) (6, 587) (844) (81) (31, 476) (50,755)
Impairment losses 20,801 1,201 5,600 6,280 $\tilde{\phantom{a}}$ 33,882
Provisions and other 26,439 1,703 12,558 7,248 1,900 49,848
Operating cash flow before
movements in working capital 73,944 27,941 58,697 10,460 (68,745) 102,297
Movement in working capital (83,987) 10,261 (18,924) (17,999) (918) (111, 567)
Operating Cash Flow (10, 043) 38,202 39,773 (7, 539) (69, 663) (9,270)
Capital expenditure
Proceeds on sale of property,
(27,701) (50,718) (17,988) (119) (246) (96, 772)
plant and equipment 1,601 14,361 79 w $\frac{1}{2}$ 16,041
Proceeds sale of investments 7 50 $\tilde{\phantom{a}}$ 2,748 559 3,364
Proceeds sale of other assets 192 $\tilde{\phantom{a}}$ $\blacksquare$ 192
Payments for investments (124, 612) (31,087) (61,295) (12, 868) $\blacksquare$ (229, 862)
D&D capitalised . (23, 663) $\tilde{\phantom{a}}$ (23, 663)
Loans to associated parties
Loans from related parties
(6, 591) u. u, (10, 349)
8,505
(16,940)
Loans to growers (net) $\blacksquare$ (13, 771) $\blacksquare$ $\tilde{\phantom{a}}$ 8,505
(13,771)
Loans to employees (6,671) (1,785) 165 (8,291)
Payment for outside equity
interests in controlled entity (3,160) (3,160)
Acquisition of controlled entity (30, 161) (30,099) (60, 260)
Proceeds on sale of controlled
entity
252,100 252,100
Investing cash flow (187, 345) (121, 015) 147,448 (10, 239) (1, 366) (172, 517)
Proceeds from issue of shares 16,978 1,596 18,574
Dividends paid w (47, 847) (47, 847)
Other flows $\blacksquare$ 16,978 $\tilde{\phantom{a}}$ ÷. (46, 251) (29, 273)
TOTAL (197, 388) (65, 835) 187,221 (17, 778) (117,280) (211,060)
Opening net debt 1,405
Total flows (211,060)
Net Debt Acquired/Repaid (116,086)
Exchange rate adjustments to debt 10,980
Closing net debt (314,761)

NOTE 9. SUBSEQUENT EVENTS

At 30 June 2006, \$134 million was provided to complete the ITC takeover. Subsequent to year end the majority of this liability has been settled.

No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated financial statements, that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial periods.

CHANGES IN CONTINGENT LIABILITIES AND ASSETS NOTE 10.

Tax

The Group has previously advised of a review by the Australian Taxation Office (ATO) of the tax treatment of the sale of the Building Products Division in October 1997, for which assessments of \$47m have been received, inclusive of penalties and interest.

The Group has sought independent professional advice in relation to the issues involved and is objecting to the further amended assessment. At 30 June 2006, the provision for taxation is sufficient to cover any anticipated payment under the assessment, should the Group be unsuccessful in its objection.

The Group's tax returns for 2002 and 2003 are being audited as part of the ATO's large business audit program. No amended assessment has been received.

NOTE 11. CHANGES IN THE COMPOSITION OF THE ENTITY

(a) Controlled Entities Acquired

The following controlled entities were acquired by the consolidated entity at the date stated and their operating results have been included within the income statement from the relevant date.

Equity and consideration paid Date Proportion CONSOLIDATED
Control
Acquired
of Shares
Acquired
2006
\$000
2005
\$000
PlantTech Pty Limited*
- Cash 2/9/05 50% 5.416
Neville Smith Group Pty Limited
– Cash 10/9/04 100% u. 30,099
Pitt Son & Keene Pty Ltd
- Cash 1/7/04 100% 2.710
Bremer Woll Kämmerei AG** 12/1/05 93% $\blacksquare$ 27,451
BWK Elders Australia Pty Ltd** 12/1/05 97%
BWK Elders Europe GmbH** 12/1/05 93%
BWK Holdings Pty Ltd** 12/1/05 100%
5.416 60,260

* PlantTech Pty Limited was a 50% equity accounted associate at 30 June 2005

** Previously equity accounted

The consolidated entity also acquired during the financial year the remaining minority interest in controlled entity, Integrated Tree Cropping Ltd.

NOTE 11. CHANGES IN THE COMPOSITION OF THE ENTITY (continued)

(a) Controlled Entities Acquired (continued)

CONSOLIDATED
2006 2005
The aggregate amounts of assets and liabilities acquired by \$000 \$000
major class are:
Cash (3,351) 12,963
Receivables 2,133 77,763
Inventories 2,976 87,163
Investments 971 45,742
Property, plant and equipment 127 97,573
Goodwill 3,672 65,669
Other assets 64 2,749
Tax assets and liabilities 1,606 9,618
Creditors and provisions (6, 133) (88, 296)
Borrowings w (116,086)
Outside equity interests (40,000)
2,065 154,858
Loans and investments in associates now controlled (81, 635)
2,065 73,223
Outflow of cash to acquire the entities, net of cash acquired:
Cash consideration (2,065) (73, 223)
Cash balance acquired (3,351) 12,963
Net Outflow of eash (5,416) (60, 260)

(b) Controlled Entities Disposed

In 2006, the Group sold down equity in Australian Fine China, retaining 48% equity interest. The 2005 comparative relates to the disposal of Air International's Global Thermal Operations.

CONSOLIDATED
2006 2005
\$000 \$000
Proceeds receivable on disposal of shares 1,556 252,100
Less costs of disposal $\overline{\phantom{a}}$ (12, 486)
1,556 239,614
The carrying amounts of assets and liabilities disposed of by
major class are:
Receivables 2.366 46,917
Inventories 5,753 14,100
Other assets (including design $&$ development) 806 51,603
Property, plant & equipment 1,389 27,356
Intangibles 1.605
Payables (12, 284) (34,251)
Provisions (631) (3,802)
Net (liabilities)/assets of entity sold (2,601) 103,528
Unrealised amounts eliminated 4,022 (20, 168)
Profit on disposal (before tax) 1,421 83,360

NOTE12 TRANSITION TO AIFRS

For all periods up to and including the year ended 30 June 2005, the Group prepared its financial statements in accordance with Australian generally accepted accounting principles (AGAAP). These financial statements for the year ended 30 June 2006 are the first the Group is required to prepare in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS).

Accordingly, the Group has prepared financial statements that comply with AIFRS applicable for periods beginning on or after 1 January 2005. In preparing these financial statements, the Group has started from an opening balance sheet as at 1 July 2004, the Group's date of transition to AIFRS, and made those changes in accounting policies and other restatements required by AASB 1.

This note explains the principal adjustments made by the Group in restating its AGAAP balance sheet as at 1 July 2004 and its previously published AGAAP financial statements for the year ended 30 June 2005.

AASB 1 allows first time adopters certain exemptions from the general requirement to apply AIFRS retrospectively. The Group has taken the following exemptions:

Business combinations

AASB 3 Business Combinations was not applied retrospectively to past business combinations (i.e. business combinations that occurred before the date of transition to AIFRS).

Financial instruments

Comparative information for financial instruments is prepared in accordance with AGAAP - the Group having adopted AASB 139 Financial Instruments: Recognition and Measurement and AASB 132 Financial Instruments: Disclosure and Presentation from 1 July 2005.

Share-based payment transactions

AASB 2 Share-Based Payments is applied only to equity instruments granted after 7 November 2002 that had not vested on or before 1 January 2005.

Restated AIFRS Statement of Cash Flows

There are no material impacts between the cash flows presented under AGAAP and those presented under AIFRS.

The impacts of adopting AIFRS on the total equity and profit after tax as reported under Australian Accounting Standards applicable before 1 January 2005 ('AGAAP') are illustrated below.

TRANSITION TO AIFRS (continued) NOTE12

Reconciliation of Balance Sheet under AGAAP to that under AIFRS as at 30 June 2005

Note CONSOLIDATED
AGAAP AIFRS AIFRS
\$000 Impact \$000
Current Assets
Cash and cash equivalents 365,803 365,803
Trade and other receivables 10,13 617,254 (27,127) 590,127
Livestock 61,400 61,400
Inventories 510,546 510,546
Held for trading financial assets 10,940 10,940
Other assets $\overline{2}$ 117,792 (1,290) 116,502
Total Current Assets 1,683,735 (28, 417) 1,655,318
Non Current Assets
Trade and other receivables 70,196 70,196
Forestry
Inventories
13,940 13,940
55,257 55,257
Other financial assets 15 1,800 1,800
Investments in associates and joint ventures
Property, plant and equipment
4, 5, 7 492,829 (1, 534) 491,295
Investment properties 5 289,622
37,403
(92, 118)
63,737
197,504
101,140
Intangibles 3,4 219,473 (3, 444) 216,029
Deferred tax assets 11 60,615 (288) 60,327
Other $\overline{2}$ 48,058 (21, 159) 26,899
Total Non Current Assets 1,289,193 (54,806) 1,234,387
Total Assets 2,972,928 (83, 223) 2,889,705
Current Liabilities
Trade and other payables 878,108 878,108
Interest bearing loans and borrowings 145,008 145,008
Current tax payable 11 32,480 (1,938) 30,542
Provisions 6,7 198,308 8,797 207,105
Total Current Liabilities 1,253,904 6,859 1,260,763
Non Current Liabilities
Trade and other payables 32,615 32,615
Interest bearing loans and borrowings 11 535,556 535,556
60,705
Deferred tax payable 38,761
29,754
21,944 29,754
Provisions
Total Non Current Liabilities
Total Liabilities
636,686
1,890,590
21,944
28,803
658,630
1,919,393
Net Assets 1,082,338 (112,026) 970,312
Equity
Issued capital
Reserves
454,420
80,180
454,420
13,14 426,242 (37,312) 42,868
Retained Earnings 960,842 (74, 845)
(112, 157)
351,397
Minority interests 12 121,496 131 848,685
121,627
Total Equity 1,082,338 (112,026) 970,312

TRANSITION TO AIFRS (continued) NOTE12

Reconciliation of Balance Sheet under AGAAP to that under AIFRS as at 1 July 2004

Note CONSOLIDATED
AGAAP AIFRS AIFRS
\$000 Impact \$000
Current Assets
Cash and cash equivalents 389,298 389,298
Trade and other receivables 10,13 646,408 (17, 535) 628,873
Livestock 36,391 36,391
Inventories 266,314 266,314
Other assets 2 119,936 (646) 119,290
Total Current Assets 1,458,347 (18, 181) 1,440,166
Non Current Assets
Trade and other receivables 75,002 75,002
Forestry 12,643 12,643
Inventories 70,349 70,349
Other financial assets 23,371 23,371
Investments in associates and joint ventures 290,908 290,908
Property, plant and equipment 4,5,7 228,582 (13,323) 215,259
Investment properties 5. 7,465 7,465
Intangibles 3,4 133,805 (3,784) 130,021
Deferred tax assets 43,332 43,332
Other $\overline{c}$ 94,940 (20, 904) 74,036
Total Non Current Assets 972,932 (30, 546) 942,386
Total Assets 2,431,279 (48, 727) 2,382,552
Current Liabilities
Trade and other payables 825,023 825,023
Interest bearing loans and borrowings 58,416 58,416
Current tax payable 24,859 $\blacksquare$ 24,859
Provisions 6,7 158,062 3,048 161,110
Total Current Liabilities 1,066,360 3,048 1,069,408
Non Current Liabilities
Trade and other payables 21,635 21,635
Interest bearing loans and borrowings 336,999 336,999
Deferred tax payable 11 30,938 14,331 45,269
Provisions 14,189 14,189
Total Non Current Liabilities 403,761 14,331 418,092
Total Liabilities 1,470,121 17,379 1,487,500
Net Assets 961,158 (66, 106) 895,052
Equity
Issued capital 446,920 446,920
Reserves 13,14 54,265 (36,177) 18,088
Retained Earnings 388,969 (29, 973) 358,996
890,154 (66, 150) 824,004
Minority interests 12 71,004 44 71,048
Total Equity 961,158 (66, 106) 895,052

NOTE12 TRANSITION TO AIFRS (continued)

Reconciliation of Net Profit under AGAAP to that under AIFRS for the year ended 30 June 2005

Note CONSOLIDATED
AGAAP AIFRS AIFRS
\$000 Impact \$000
Continuing operations
Sales revenue 9 3,176,115 (1, 431) 3,174,684
Cost of sales 2 (2,428,655) (2,104) (2,430,759)
Other revenues 37,402 37,402
Other expenses 1,3,10 (681, 387) 5,331 (676, 056)
Share of net profits of associate and joint ventures
accounted for using the equity method
15 26,287 (1, 534) 24,753
Profit on sale of non current assets 8 81,833 2,787 84,620
Other expenses – write down of assets $\&$ provisions 4,6 (32, 394) (39,060) (71, 454)
Profit before net borrowing costs and tax expense 179,201 (36, 011) 143,190
Interest revenue 19,878 19,878
Borrowing costs (45,385) 652 (44, 733)
Profit before tax expense 153,694 (35,359) 118,335
Income tax expense 11 (50, 931) 3,055 (47, 876)
Profit after income tax expense 102,763 (32, 304) 70,459
Net profit attributable to minority interest 12 (11, 738) (87) (11, 825)
Net profit attributable to members of the parent entity 91,025 (32, 391) 58,634
Net profit from underlying continuing operations
attributable to members of the parent equity
70,634 1,247 71,811

Notes:

  • Share based payment costs are charged to the income statement under AASB 2 "Share Based Payment" but not $\mathbf{1}$ . under AGAAP.
  • $\overline{2}$ . Research costs and certain other costs are not allowed to be capitalised under AASB 138 "Intangible Assets" but were capitalised under AGAAP where future benefits were expected beyond reasonable doubt.
  • $\overline{3}$ . Goodwill is not amortised under AASB 3 "Business Combinations" but was amortised under AGAAP.

NOTE12 TRANSITION TO AIFRS (continued)

Notes (continued):

  • $\overline{4}$ . AASB 136 "Impairment of Assets" requires the recoverable amount of an asset to be determined as the higher of its fair value less costs to sell and value in use. The Group's assets were tested for impairment as part of the cash generating unit to which they belong and impairment losses were recognised under AIFRS. The change from the expected impairment disclosed in 30 June 2005 relates to the finalisation of all cash generating unit impairment transition adjustments during the year to 30 June 2006.
  • $\overline{5}$ . Investment properties were recorded at fair value under AGAAP but disclosed as part of property, plant and equipment. They remain at fair value under AIFRS but are disclosed separately.
  • A restructuring provision is recognised under AASB 137 "Provisions, Contingent Liabilities and Contingent 6. Assets" but not under AGAAP.
  • Under AIFRS at the commencement of a lease or operation, the present value of restoration obligations is 7. recognised as a non current liability and the cost of future restoration is capitalised as part of the asset. The capitalised cost is depreciated over the life of the lease or project and the provision is decreased as the discounting of the liability unwinds.
  • As a result of AIFRS adjustments to research costs capitalised, the profit on the sale of the Thermal Operation in 8. 2005 had to be restated. This resulted in an additional \$2.8m increase to profit for that year.
  • $Q_{\perp}$ Income from managed investment schemes (MIS) is recognised in each reporting period in accordance with the amount of work done during that period. Under AIFRS, certain costs incurred are excluded from the calculation of work done, as they are not directly attributable to the revenue earned. This has resulted in a reduction in the amount of income recognised in prior periods.
  • A pension asset is recognised under AASB 119 "Employee Benefits" from the defined benefit pension fund, but $10.$ was not recognised under AGAAP. This increase in pension asset during the period has resulted in an increase in profit.
  • $11.$ The tax effect of the adjustments arising from AIFRS has resulted in an increase in deferred tax liability of \$14.3m on transition as at 1 July 2004. This has also resulted in an increase in deferred tax liability of \$21.9m, increase in current tax payable of \$1.9m and decrease in deferred tax asset of \$0.3m in the opening balance sheet of 30 June 2005 and a reduction in current tax expense for 30 June 2005 of \$3m.
  • $12.$ Some of the AIFRS adjustments result from adjustments made in partially owned subsidiaries.
  • Loans to employees under company share incentive schemes were disclosed as a receivable under AGAAP but 13. as part of reserves under AIFRS.
  • $14.$ Existing revaluation reserves have been tax effected for the first time under AASB 116 "Property Plant and Equipment" at a rate of 30%.
  • $157$ The net AIFRS effect recognised in the Group's associate investments financial position has been recognised as an adjustment to equity earnings in the 2005 year.

Restated Balance Sheet on adoption of AASB 132 and AASB 139 as at 1 July 2005

Note CONSOLIDATED
AIFRS AIFRS
30 June 05 Adjust 1 July 05
\$000 \$000
Current Assets
Cash and cash equivalents 365,803 $\blacksquare$ 365,803
Trade and other receivables 1 590,127 (273) 589,854
Livestock 61,400 61,400
Inventories 1 510,546 (317) 510,229
Financial instruments 1 243 243
Held for trading financial assets 10,940 812 11,752
Other assets 116,502 $\blacksquare$ 116,502
Total Current Assets 1,655,318 465 1,655,783
Non Current Assets
Trade and other receivables 70,196 70,196
Forestry 13,940 13,940
Inventories 55,257 55,257
Other financial assets 2 1,800 1,800
Investments in associates and joint ventures 491,295 491,295
Property, plant and equipment 185,643 185,643
Investment properties 113,001 113,001
Intangibles 216,029 216,029
Deferred tax assets 60,327 60,327
Other 26,899 26,899
Total Non Current Assets 1,234,387 $\overline{\phantom{a}}$ 1,234,387
Total Assets 2,889,705 465 2,890,170
Current Liabilities
Trade and other payables 1 878,108 (792) 877,316
Interest bearing loans and borrowings 145,008 145,008
Current tax payable 30,542 30,542
Provisions 1 207,105 (1,071) 206,034
Financial instruments 1 20,314 20,314
Total Current Liabilities 1,260,763 18,451 1,279,214
Non Current Liabilities
Trade and other payables l 32,615 (32, 615)
Interest bearing loans and borrowings l 535,556 (47, 574) 487,982
Deferred tax payable l 60,705 195 60,900
Provisions 29,754 29,754
Total Non Current Liabilities
Total Liabilities
658,630
1,919,393
(79, 994)
(61, 543)
578,636
1,857,850
Net Assets 970,312 62,008 1,032,320

NOTE12 TRANSITION TO AIFRS (continued)

Restated Balance Sheet on adoption of AASB 132 and AASB 139 as at 1 July 2005

Note CONSOLIDATED
AIFRS
30 June 05
\$000
Adjust AIFRS
$1$ July 05
\$000
Equity
Issued capital 454,420 $\overline{\phantom{a}}$ 454,420
Convertible notes 3 ٠ 54,576 54,576
Reserves 42,868 3,748 46,616
Retained Earnings 351,397 3,684 355,081
848,685 62,008 910,693
Minority interests 121,627 121,627
Total Equity 970,312 62,008 1,032,320

Notes:

  • $\mathbf{1}$ Under AASB 139 "Financial Instruments: Recognition and Measurement" derivative financial instruments such as foreign currency contracts and interest rate swaps are fair valued. Unrealised gains on unexpired foreign exchange contracts that qualify for hedge accounting will be accounted for depending on whether they are classified as a fair value hedge or a cash flow hedge. Fair value hedge movements are recognised immediately in the income statement, as is the fair value of associated hedged item. Cash flow hedge movements are recognised directly in equity, although any ineffective portion is recognised in the income statement.
  • Financial assets that are classified as held for short term trading or designated as fair value through profit or loss $\overline{2}$ under AASB 139 "Financial Instruments: Recognition and Measurement" are carried at fair value. They were carried at cost under AGAAP.
  • 3 Convertible notes were treated as interest bearing liabilities under AGAAP. Under AIFRS an equity portion has been determined in accordance with AASB 139 "Financial Instruments: Recognition and Measurement" and reclassified to equity.