BRAMBLES ANNUAL REPORT 2010 BRAMBLES ANNUAL WE’RE BUILDING A STRONGER FOUNDATION WWW.BRAMBLES.COM ANNUAL REPORT 2010 Brambles is committed to achieving Zero Harm, which means zero injuries and zero environmental damage, and has used a PEFC, Chain of Custody accredited printer to produce this Annual Report. BRAM021 Annual Report Cover v7a FA.indd 1 10/9/10 6:39:03 PM INVESTOR INFORMATION BRAMBLES LIMITED ANNUAL GENERAL MEETING BRAMBLES BUSINESS UNITS Level 40, Gateway The AGM will be held at 2.00pm (AEDT) WE’RE CHEP Americas 1 Macquarie Place on Thursday, 18 November 2010 at: 8517 South Park Circle Sydney NSW 2000 The Wesley Theatre Orlando FL 32819-9040 Australia Wesley Conference Centre United States of America BUILDING A Telephone: 61 (0) 9256 5222 220 Pitt Street Telephone: 1 407 370 2437 Facsimile: 61 (0) 9256 5299 Sydney NSW 2000 Facsimile: 1 407 363 5354 Website: www.brambles.com Email: [email protected] A live webcast of the meeting will be STRONGER Brambles Limited has a primary listing on the Website: www.chep.com broadcast on www.brambles.com Australian Securities Exchange. The global headquarters of Brambles is in Sydney, CHEP EMEA DIVIDEND Australia. Weybridge Business Park FOUNDATION The Directors have declared a final dividend Addlestone Road, Addlestone All currency amounts in this report are in of 12.5 Australian cents per share, which will Surrey KT15 2UP US dollars unless otherwise specified. be 20% franked. The dividend will be paid on United Kingdom Thursday, 14 October 2010. Telephone: 44 (0) 1932 850 085 Shareholders may elect to receive dividend Facsimile: 44 (0) 1932 850 144 payments in Australian dollars or Pounds Email: [email protected] sterling, by contacting Brambles’ share Website: www.chep.com registry, Link Market Services Limited. The relevant contact details are set out CHEP Asia-Pacific in Shareholder Information on page 50. Level 6, Building C 11 Talavera Road North Ryde NSW 2113 Australia Telephone: 61 (0) 2 9856 2437 Facsimile: 61 (0) 2 9856 2404 Email: [email protected] Website: www.chep.com Recall One Recall Center 180 Technology Parkway Norcross GA 30092 United States of America Telephone: 1 770 776 1000 Facsimile: 1 770 776 1001 Email: [email protected] Website: www.recall.com CONTENTS 001 _ Letter from the Chairman and the CEO 002 _ Performance summary 004 _ Operational and financial review 012 _ Treasury and risk review 014 _ Board of Directors 016 _ Executive leadership team 018 _ Corporate governance statement 031 _ Directors’ report – remuneration report 045 _ Directors’ report – other information 050 _ Shareholder information 053 _ Financial report – financial statements 114 _ Financial report – Directors’ declaration 115 _ Financial report – independent auditors’ report 117 _ Auditors’ independence declaration 118 _ Five year financial performance summary 119 _ Glossary IBC _ Investor information InsightCreative Limited. Auckland.BRAM021 Wellington. Sydney. Brambles Limited ABN 89 118 896 021 LETTER FROM THE CHAIRMAN AND THE CEO rambles’ performance for the 2010 DIVIDEND financial year highlighted the Group’s The Board has declared a final dividend of 12.5 Australian cents per resilience in challenging conditions. share, 20% franked and payable on 14 October 2010 to shareholders on the Company’s register on 22 September 2010. This took the total Sales revenue was up 3% over the 2009 dividend for the 2010 financial year to 25 Australian cents per share, financial year, while free cash flow after compared with 30 Australian cents per share for the 2009 financial dividends increased strongly. Our operating year, when there was a higher interim dividend prior to the onset of profit was up 1% and we continue to generate the global economic downturn. The Board has retained the Dividend a strong return on capital. Reinvestment Plan for the 2010 final dividend. It has been a year of leadership transition for Brambles. In October BOARD AND CORPORATE GOVERNANCE 2009, the Board appointed Tom Gorman as CEO after the retirement of In November 2009, John Mullen joined the Board as a Non-executive Mike Ihlein. The Company has reorganised its leadership team to drive Director. John brings significant international logistics and business development of profitable growth opportunities and shareholder experience from 15 years at DHL Express, including five years as CEO. returns in the years to come. Our two primary businesses, CHEP and Our thanks go to David Gosnell, who retired from the Board in March Recall, provide a solid foundation on which we can build as they have 2010 after four years as a Non-executive Director to concentrate on strong customer bases, market positions, competitive strengths and his executive role at UK-based premium drinks company Diageo plc. growth prospects. The Board reviews best practice in corporate governance on an ongoing Brambles’ financial position is robust. We strengthened our funding basis. Please refer to the Corporate Governance Statement on pages position during the year by completing a US$750 million issue into 18 to 30 for more details. In line with its commitment to sustainable the US 144A bond market and we have US$1.9 billion in committed business practices, Brambles will publish its 2010 Sustainability undrawn credit facilities. Report on its website before the 2010 Annual General Meeting. Brambles’ net new business wins for the 2010 financial year were SAFETY US$53 million as we continued to expand our existing businesses and Brambles’ safety performance continued to improve during the 2010 enter into new sectors and geographies. CHEP’s expansion in regions financial year. The 12-month rolling Brambles Injury Frequency Rate such as China, India, Central and Eastern Europe and Latin America (a combined measure of lost-time injuries, modified duties and medical was a highlight, as was the consistent growth in the Document treatments) was 21.9 per million man hours at 30 June 2010. This was Management Solutions service line that underpinned Recall’s strong an improvement of 5% from 30 June 2009. There were no fatalities in sales revenue increase. the period. The Group remains committed to its goal of Zero Harm and has developed a new three-year strategy focused on further improving In October 2009, we announced the Better Everyday program in CHEP our overall safety performance. USA. This program is now well underway. The program represents a OUTLOOK significant upgrade in quality and service in the CHEP USA business. We have considerable opportunities to grow our business and It is generating positive feedback from customers and net new anticipate an increase in both sales revenue and profit as economic business wins since it began. The program deals with three key areas growth returns in our key markets. for CHEP USA: building on our previous initiatives to improve pallet quality; making it easier for customers to do business with us; and realigning our sales and marketing organisation. GRAHAM KRAEHE AO TOM GORMAN Chairman Chief Executive Officer BRAMBLES LIMITED ANNUAL REPORT 2010 1 PERFORMANCE SUMMARY Resilient sales revenue performance SALES REVENUE BY BUSINESS UNIT across all regions amid ongoing challenging economic conditions. 9% 18% Strong cash flow reflects disciplined capital controls and the underlying strength of our CHEP and Recall businesses. Robust balance sheet position and responsible financial management. Net new business wins1 of US$53 million, 36% Recall US$740 CHEP Americas US$1,534M reflecting strong performance of CHEP EMEA US$1,483M established and emerging businesses. CHEP Asia-Pacific US$391M 37% Better Everyday program launched in CHEP USA, delivering improved service CHEP Asia-Pacific US$391M CHEP Americas US$1,534M and quality standards. Recall US$740M CHEP EMEA US$1,483M 2010 2009 % CHANGE % CHANGE US$M US$M (ACTUAL (CONSTANT EXCHANGE CURRENCY 2) RATES) Continuing operations Sales revenue 4,146.8 4,018.6 3% – Operating profit 724.5 718.2 1% (3)% Profit from continuing operations 443.9 434.0 2% (1)% Profit from discontinued operations 4.9 18.6 Profit for the year 448.8 452.6 (1)% (5)% Earnings per share (EPS) (US cents) Basic EPS from continuing operations 31.5 31.3 1% (3)% Basic EPS 31.8 32.6 (2)% (6)% Cash flow and balance sheet Cash flow from operations 882.3 722.4 Free cash flow after dividends 344.1 141.9 Net debt 1,759.3 2,143.4 Net debt/EBITDA (times) 1.5 1.8 EBITDA/net finance costs (times) 10.7 10.0 Gearing (net debt/(net debt plus equity)) 51.9% 60.0% Brambles Value Added (at fixed exchange rates) 215.4 297.4 Total dividend (Australian cents per share) 25.0 30.0 1 Brambles defines net new business wins as the change in sales revenue in the period resulting from business won or lost in that period and the previous 12 months. Net new business is calculated on a constant currency basis. 2 Brambles calculates constant currency by translating results into US dollars at the exchange rates applicable during the prior corresponding period. 2 BRAMBLES LIMITED ANNUAL REPORT 2010 25.0C $4,146.8M TOTAL DIVIDEND SALES REVENUE (AUSTRALIAN CENTS) (US$) $882.3M $724.5M CASH FLOW FROM OPERATIONS OPERATING PROFIT (US$) (US$) 31.8C 17% EARNINGS PER SHARE RETURN ON CAPITAL INVESTED (US CENTS) SALES REVENUE 4 OPERATING PROFIT 3, 4 (US$ MILLION) (US$ MILLION) 4,359 1,067 Recall 4,147 Recall 17%4,019 12% 3,869 932 CHEP Americas 17% 18% CHEP Americas 3,522 17% 9% CHEP EMEA 16% CHEP EMEA 777 761 9% 42% CHEP Asia-Pacific 36% CHEP Asia-Pacific 669 16% 37% 37% 45% 14% 38% 39% 42% 31% 34% Recall Recall 38% 36% 37% 36% 38% 38% 36% CHEP Americas 39% 43% CHEP Americas 43% CHEP EMEA CHEP EMEA 10% 9% 8% 8% 9% 8% 9% CHEP Asia-Pacific 10% 9% 10% CHEP Asia-Pacific 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 CASH FLOW FROM OPERATIONS 3, 4 BASIC EARNINGS PER SHARE 4 (US$ MILLION) (US CENTS) 913 867 45.9 Recall 847 14% 10% CHEP Americas 752 15% 756 11% 14% CHEP EMEA 37% 31% 31.3 31.5 28.0 CHEP Asia-Pacific 43% 40% 35% 21.5 Recall 42% 45% 41% 35% 49% CHEP Americas CHEP EMEA 11% 10% 8% 7% 2% CHEP Asia-Pacific 2006 2007 2008 2009 2010 2006 2007 2008 2009 2010 3 Excludes unallocated Brambles Headquarters costs.