UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

(Mark One)

o  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2005

OR

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

Commission file number:

RINKER GROUP LIMITED

ABN 53 003 433 118

(Exact name of Registrant as specified in its charter)

New South Wales, Australia

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

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

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

None

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

None

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

Ordinary shares, fully paid   941,232,368

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

Yes  ý    No  o

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

Item 17  o    Item 18  ý

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

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

Intentionally left Blank

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TABLE OF CONTENTS

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Rinker Group Limited demerger from CSR Limited

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

The demerger process

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

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

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

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

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

The demerger was effected in two simultaneous stages.  First, CSR reduced its share capital by A$0.84 per share and declared a notional cash dividend of A$0.69 per share. Second, under a scheme of arrangement effected by an order of the Federal Court of Australia and binding on all CSR shareholders and CSR, CSR shareholders agreed to purchase all the shares in Rinker utilizing as consideration their capital reduction and dividend entitlement from CSR. CSR shareholders received one Rinker ordinary share for each CSR share they held on the record date of April 4, 2003 (other than certain CSR shareholders, whose registered addresses were in places where the issuance of Rinker shares is not permitted or was impractical, who instead received the proceeds of sale of those Rinker shares).

For the demerger to proceed, approval was required from a majority in number of CSR shareholders present and voting, and holding at least 75% of the total number of CSR shares voted, at the shareholder’s meeting held to consider the demerger.  The shareholders’ meeting was held on March 25, 2003 and 95.3% of shareholders who voted, representing 99.5% of shares voted, voted in favor of the demerger.  The implementation of the demerger was also subject to the approval of the Federal Court of Australia considering the scheme of arrangement, which was approved on March 28, 2003.  Rinker shares commenced trading on the official list of the ASX on March 31, 2003 (on a deferred settlement basis).

Certain definitions

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

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as fiscal year 2005 and other fiscal years are referred to in a corresponding manner.  All other references to years are specified and relate to calendar years.

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

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

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

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

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

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

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

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

“ASX” means the Australian Stock Exchange.

“Australian GAAP” means accounting principles generally accepted in Australia.

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

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

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

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

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

“finance” means borrowing costs net of interest income.

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“financial statements” means: (i) the audited consolidated statement of financial position of the Rinker group as at March 31, 2005, and 2004;  and (ii) the audited consolidated statements of financial performance, changes in shareholders’ equity and cash flows of the Rinker group for each of the one-year periods ended March 31 for the years 2005, 2004, and 2003, together with accompanying notes included herein at pages F-1 to F-91.  The financial statements have been prepared on the basis that the financial performance and cash flows included in the financial statements assume that the Rinker group existed as a separate economic entity, and that the Rinker group comprised the businesses of Rinker Materials and Readymix and their respective subsidiaries, during all of the periods presented.

“fiscal year” means financial year ended March 31.

“GST” means Australian goods and services tax.

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

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

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

“NYSE” means the New York Stock Exchange.

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

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

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

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

“Rinker group” means Rinker and its consolidated entities.

“SEC” means the Securities and Exchange Commission.

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

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

Where you can find more information about Rinker Group Limited

Rinker is subject to the reporting obligations contained in the Securities Exchange Act of 1934.  You may read and copy any document that Rinker files at the SEC’s public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549.  Rinker’s filings with the SEC are available over the Internet at the SEC’s website at www.sec.gov.  Copies of these filings can also be obtained from

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Rinker upon request.  Requests should be directed to Rinker Group Limited, Level 8, Tower B, 799 Pacific Highway, Chatswood, New South Wales 2067, Australia; Attention: Investor Relations.  Telephone requests may be directed to the attention of Investor Relations at +61 2 9412 6608.

Forward-Looking Statements

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

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

•                  general economic and business conditions in the United States (including the regional economies within the United States) and Australia;

•                  trends and business conditions in the United States and Australian building and construction industries;

•                  changes in interest rates;

•                  competition from other suppliers in the industries in which the Rinker group operates;

•                  changes in the Rinker group’s strategies and plans regarding acquisitions, dispositions and business development;

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

•                  compliance with, and potential changes to, governmental regulations related to the environment, employee safety and welfare and other matters related to the entities of the Rinker group; and

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

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

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PART I

Item 1                                      Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2                                      Offer Statistics and Expected Timetable

Not applicable.

Item 3                                      Key Information

Currency of Presentation and Exchange Rates

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

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

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

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

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

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

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

A.            Selected Financial Data - US Dollars

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

As discussed in “Significant accounting policies” in the financial statements included elsewhere in this annual report, the financial statements and other information for the fiscal years ended March 31, 2003, 2002, and 2001 have been prepared on a carve-out basis and include the financial position, financial performance and cash flows of Rinker Materials US businesses and the Readymix businesses that were transferred to the Rinker group from CSR prior to the demerger.  These financial statements have been prepared from historical accounting records of the CSR group and present all of the operations of the business as if the Rinker group had been a separate economic entity inclusive of all of these businesses for all periods presented.  The historical financial information presented for fiscal years prior to 2004 is not indicative of the Rinker group’s future financial performance.

The statement of financial position data as of March 31, 2005 and 2004 and statement of financial performance data for the years ended March 31, 2005, 2004 and 2003, set forth below are derived from, and are qualified in their entirety by reference to, the Rinker group’s audited financial statements that are included elsewhere in this annual report.  The statement of financial position data as of March 31, 2003 and statement of financial performance data for the year ended March 31, 2002  set forth below are derived from the Rinker group’s audited financial statements that are not included elsewhere in this annual report.  The statement of financial position data as of March 31, 2002 and 2001 and statement of financial performance data for the year ended March 31, 2001 set forth below are derived from the Rinker group’s unaudited accounting records for those periods and have been prepared on a basis consistent with the audited financial statements.  With respect to the US GAAP selected financial data, information for the Rinker group is provided for fiscal years 2005, 2004, 2003 and 2002.

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

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

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(1)          As a result of the demerger from CSR, 944.7 million Rinker ordinary shares were listed on the ASX on March 31, 2003 (on a deferred settlement basis), prior to being issued on April 11, 2003.   Prior to that time Rinker was a 100% owned subsidiary of CSR. The weighted average number of ordinary shares assumes that same number of shares existed throughout fiscal years 2003, 2002, and 2001.  During the years ended March 31, 2005 and 2004 Rinker issued 237,900 and 324,700 shares respectively, as part of the Employee Universal Share Plan “USP”.  During the year ended March 31, 2005,

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

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

(3)          Dividends shown for 2005 and 2004 represent the amounts provided for.  The dividends in 2003 and 2001 represent amounts paid to CSR when Rinker was a wholly owned subsidiary.  Dividend per share information for fiscal years 2003, 2002, and 2001 has therefore been based on the 944.7 million shares issued and outstanding subsequent to the demerger.  These amounts are not necessarily representative of the amount that would have been paid if Rinker had been a separate publicly listed company.

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

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

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

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

B.            Capitalization and Indebtedness

Not applicable.

C.            Reasons for the Offer and Use of Proceeds

Not applicable.

D.            Risk Factors

Rinker group entities are subject to various risks resulting from changing economic, political, social, industry, business and financial conditions, particularly in the United States and Australia.  Certain of these risks are described below. Rinker group entities could also be subject to other risks that management has not anticipated.

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

The activity of businesses in the Rinker group is dependent on the level of activity in the construction industry in the various regional markets in the United States and in Australia where Rinker group companies operate.  The construction industry in a given geographic market has historically tended to be cyclical.  Within each geographic region construction industry spending can vary significantly from peak to trough through the business cycle.  The construction industry is also very sensitive to fluctuations in general economic activity in the particular economy.  Rinker estimates that a 1% revenue change related to volumes across the Rinker group as a whole, without regard to the different cycles within each industry, region, or market, would have an annual impact on revenue of approximately US$43 million and on EBIT of approximately US$6 million. Rinker is not able to predict the timing, extent or duration of the business cycles or economic downturns in the construction industry in the geographic regions in which Rinker group companies operate.  Because many of the Rinker group’s costs are fixed, if an extended downturn in one or more segments of the construction industry occurs, particularly in Florida or Arizona in the US and Australia, companies in the Rinker group may not readily be able to reduce their costs in proportion to the extent of the downturn.  Any significant or extended downturn in the construction industry in those geographic regions will negatively affect the Rinker group’s financial performance and condition where revenues

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

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

A significant proportion of the Rinker group’s revenue was generated from Florida (40%) and Arizona (12%) in the year ended March 31, 2005. As a result, fluctuations in the underlying economic cycle may result in variations in EBIT in similar proportion to the overall margin impact on Rinker as previously described for the construction industry cycle.  The Rinker group is especially dependent on market demand for its heavy building materials products in those markets.  A downturn in demand in the residential or other heavy building materials markets in these states could have a significant adverse impact on the Rinker group’s financial performance and condition where revenues fail to grow or fall and costs do not move to compensate.

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

The Rinker group’s largest exposure to the US civil construction sector is in roads, highways and bridges.  Approximately 20% of the Rinker group’s revenue for the year ended March 31, 2005 was estimated to be related to the US civil construction sector.  Funding for these infrastructure projects in the US has largely arisen from the Federal Highway Program, Transport Equity Act for the 21st Century (“TEA-21”), covering the period from September 1997 to September 2003 and extended into 2005.  The Rinker group has its operations in a number of states in which funding has historically exceeded the US national average.  The US Federal Government has not yet approved SAFETEA, the successor to TEA-21, which is the principal source of federal funds in the United States to improve the highway network.  Until SAFETEA is approved, the level of future US federal or state infrastructure funding levels is not known.  Any significant decrease in such funding levels may negatively affect the Rinker group’s financial performance and condition where revenues fall and costs do not move to compensate.

The Rinker group has grown significantly through acquisitions and may be unable to continue its growth by this means if suitable opportunities cannot be identified. The Rinker group’s performance is also affected by its ability to integrate any acquisitions into its existing operations.

The Rinker group has grown significantly in recent years through a series of bolt-on acquisitions, the most recent major acquisition being Kiewit in September 2002.  A key element of the Rinker group’s growth strategy is to continue its acquisition strategy.  The Rinker group’s ability to realize benefits from future acquisitions depends, in large part, on its ability to integrate the acquired businesses with its existing operations in a timely and effective manner.  The Rinker group’s efforts to integrate any future acquisitions may not be successful.  The Rinker group’s acquisition strategy also depends on its ability to identify and acquire suitable assets at desirable prices.  The Rinker group may not be successful in identifying or acquiring suitable assets at acceptable prices in the future.  To the extent the Rinker group fails to be successful in acquiring suitable assets at acceptable prices in the future, it is unlikely to be able to continue to grow its earnings at the same rate as it has done in the recent past.

Rinker may need to pay for all or part of the purchase price for any future acquisitions with its ordinary shares. These acquisitions and investments, if they were to occur, could have a diluting

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

The Rinker group may be affected by problems in recently acquired businesses. Unforeseen problems may impact future profits.

The Rinker group has completed a number of significant acquisitions during recent years as detailed in “Item 4 – Information on the Rinker group.”  The Rinker group may not have anticipated all problems of acquired businesses, and losses associated with these recently acquired businesses may come to light prior to the expiration of any warranty and indemnity protections, or the Rinker group may be unable to enforce such provisions against the parties making the indemnities.  If problems arise they may impact the Rinker group’s future profit if the Rinker group is required to extinguish unforeseen liabilities or there is significant impairment of assets requiring write down at some future date.

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

Each market in which Rinker group companies operate is highly competitive.  The competitive environment can be significantly affected by a number of regional factors, such as the number of competitors, production capacity, economic conditions and product demand in the relevant regional market.  The pricing policies of competitors and the entry of new competitors into the regional markets in which Rinker group companies operate can have an adverse effect on demand for their products and on their financial performance or condition where revenues fail to grow or fall and profit margins are reduced.

Rinker group companies face competition from alternative products.  For example, the concrete pipe products operations of Rinker Materials and Readymix face competition from plastic, metal and fiber reinforced cement pipe products in the smaller diameter size segment of the market.  Product substitution of alternative materials for Rinker group products may have an adverse effect on the Rinker group’s financial performance or condition where revenues fail to grow or fall and profit margins are reduced.  In many markets in which the Rinker group operates there are no significant entry barriers that would prevent new competitors from entering the market or existing competitors from expanding in the market.

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

Rinker group entities are subject to extensive health, environmental, land use, and other governmental laws and regulations and increasing regulatory compliance requirements.  Depending on the extent of future regulations that may be enacted, Rinker may be required to invest in preventive or remedial action, which could be significant, in which case it could have an adverse impact on the Rinker group’s financial performance and condition.

Tighter land use or zoning restrictions making new quarry permits more difficult to obtain could also restrict the ability of companies in the Rinker group to conduct their businesses economically or restrict some activities altogether.

Environmental liabilities, if incurred, could have an adverse impact on the Rinker group’s financial performance and condition.  Stricter environmental laws and regulations, or stricter interpretation and enforcement of existing laws or regulations, may impose new liabilities on Rinker

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group companies or result in the need for additional investments in pollution control equipment, either of which could result in a decline in the Rinker group’s profitability.  Further details regarding environmental regulation and certain liability issues affecting companies within the Rinker group are contained in section ”Item 4 – Information on the Rinker group.”

Occupational health and safety risks and regulations may have an impact on future productivity and financial performance.

Rinker group entities are subject to the operating risks associated with construction materials and other manufacturing and handling risks, including the related storage and transportation of raw materials, products and wastes.  These hazards include storage tank leaks and ruptures, explosions, discharges or releases of hazardous substances, manual handling, exposure to dust and the operation of mobile equipment and manufacturing machinery.

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

Crystalline silica dust and its control have been identified as an occupational health issue in Rinker group entities’ operations in Australia and in the US.  Rinker group entities use raw materials containing silica in cement manufacturing, concrete plants, concrete products plants and asphalt plants.  Many quarry products also contain silica.  Rinker group entities may face future costs of engineering and compliance to meet new standards relating to crystalline silica since regulatory agencies in Australia and the US are re-examining existing standards and considering stricter exposure limits.  Rinker group entities cannot reliably quantify future claims related to crystalline silica.  Any future claims could have an impact on the Rinker group’s profitability.

Labor disputes between Rinker group companies and unions could disrupt operations that could have an impact on the Rinker group’s future financial performance.

Approximately one-third of Rinker Materials’ employees and half of Readymix employees are members of trade unions. These employees are generally covered by collective bargaining agreements, which periodically come up for renegotiation and renewal. In the next twelve months, 12 contracts, covering approximately 1,250 employees, are scheduled to expire in the United States.  In Readymix, Australia, 28 contracts are due to be renegotiated in the next twelve months covering approximately 600 employees.

Disputes with trade unions could lead to strikes or other forms of industrial action that could disrupt operations within the Rinker group, raise costs and reduce Rinker group’s revenues and profits. Any such disruptions to operations within the Rinker group may adversely affect the group’s financial performance and condition through increased costs and reduced productivity.

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

Due to the nature of its operations, claims against Rinker group entities could arise from defects in material or products manufactured and/or supplied by Rinker group entities.  Purchasers and third parties could make claims against Rinker group entities based on their delivery of defective materials or products, or for damage or loss arising from the use of these defective materials or products.  If any claims of this type are determined against Rinker group entities and if the Rinker

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group’s existing insurance arrangements do not cover the liability, it could have an adverse effect on the financial performance and condition of the Rinker group due to increased rectification costs or liability for compensation.

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

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

Operation and supply failures or shortages could have an impact on the Rinker group’s future revenues and profits.

The manufacturing facilities and supply of finished products to customers of Rinker group entities could be disrupted for reasons beyond their control.  These disruptions include extremes of weather, fire, natural catastrophes, supplies of materials, transport logistics, services, energy or fuel, system failures, workforce actions or environmental issues.  Any significant disruptions or shortages could adversely affect Rinker group entities’ ability to make, sell and deliver products, which could cause revenues to decline or costs to increase and result in lower profits

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

Superannuation (pension) funds in which Rinker group entities participate provide both defined benefits and accumulation benefits.  The deficits of US pension plans under US GAAP as of December 31, 2004 total US$22.6 million.  Any deficits are intended to be funded progressively by Rinker Materials and all minimum funding requirements have currently been satisfied.  There is a risk that, in the future, changes in the value of the funds’ assets, changes in actuarial determinations of the funds’ liabilities or changes to government legislation could require Rinker group entities to increase their current level of contributions to these funds and adversely impact financial performance. Details of Rinker group entities’ defined benefit plans are included in “Item 5.H – Details of defined benefits pension plans”.

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

On July 3, 2002 the Australian Financial Reporting Council announced that Australia would adopt International Financial Reporting Standards (“IFRS”), formerly known as International Accounting Standards, for financial years beginning on or after January 1, 2005 (fiscal year 2006 for Rinker).   Rinker currently reports under Australian Accounting Standards but is required to adopt Australian equivalents to International Financial Reporting Standards (“A-IFRS”), which may have a material impact on its financial statements and comparability to the financial statements previously published in accordance with Australian Accounting Standards.  For further information on the impact of A-IFRS, see “Item 5 - Basis of preparation and presentation.”

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The Rinker group could be affected by interest rate fluctuations.  If interest rates rise, borrowing costs may be higher and higher interest rates may adversely affect construction activity levels.

The Rinker group’s external borrowings at March 31, 2005 were US$868 million of which, prior to the effect of interest rate swaps, approximately US$610 million or 70% was paying interest at fixed rate.  Taking into account around US$250 million of variable to fixed rate interest rate swaps in place at March 31, 2005, the Rinker group’s net fixed interest rate borrowings were approximately US$860 million or 99 % of gross debt.  Accordingly, movements in interest rates may impact the Rinker group’s debt servicing obligations and borrowing costs, impacting its financial performance.  Rinker estimates that based on the amount of its outstanding indebtedness at March 31, 2005, a 1% increase in variable interest rates would have had approximately a US$0.2 million adverse impact on the Rinker group’s net profit for the year ended March 31, 2005.

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

General risks associated with investing in shares may impact the value of Rinker shares and ADRs.

Rinker shares commenced trading on the ASX for the first time on March 31, 2003 and therefore do not have a trading history before that date. The price of Rinker ordinary shares and ADRs is subject to many influences that may affect the broad trend in the stock market or the share prices of individual companies.  The price at which Rinker ordinary shares trade on ASX and at which Rinker ADRs trade on NYSE may be affected by a number of factors unrelated to the Rinker group’s financial and operating performance and over which Rinker has no control. Factors such as currency exchange rates, product prices, the level of industrial production, changes in government fiscal, monetary and regulatory policy, investor attitudes, stock market fluctuations in Australia and other stock markets around the world, changes in interest rates and inflation, and variations in general market or economic conditions could all have an adverse effect on the price of Rinker ordinary shares and ADRs.

E.              Supplementary Key Information - Australian Dollars

Currency of Presentation and Exchange Rates

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

For the year ended March 31, 2005, around 80% of the Rinker group’s trading revenue was generated by Rinker Materials in the US.  For the years ended March 31, 2005, 2004 and 2003, there were virtually no movements of currency between US dollars and Australian dollars that resulted in a material amount of realized exchange gains or losses. The business activity in Australia is generating cash flow that is generally adequate to service the current level of Australian dollar dividends.  As a result, the only significant impact of changes in the US dollar/Australian dollar exchange rate is one of accounting translation for financial reporting purposes.  An appreciation of

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the A$ relative to the US$ would be expected to have a favorable impact on the Rinker group’s reported US$ results.

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

Set out below is supplementary selected financial data for the Rinker group in Australian dollars.  Selected financial information in US dollars is set out starting at page 10.

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

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

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

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

F.              Supplementary Selected Financial Data - Australian Dollars

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

The statement of financial position data as of March 31, 2005 and 2004 and statement of financial performance data for the years ended March 31, 2005, 2004 and 2003 set forth below are derived from, and are qualified in their entirety by reference to, the Rinker group’s audited financial statements that are included elsewhere in this annual report.  The statement of financial position data as of March 31, 2003 and statement of financial performance data for the year ended March 2002 set forth below are derived from the Rinker group’s audited financial statements that are not included elsewhere in this annual report.  The statement of financial position data as of March 31, 2001 set forth below are

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derived from Rinker group’s unaudited financial statements that are not included elsewhere in this annual report.  With respect to the US GAAP selected financial data, information for the Rinker group is provided for fiscal years 2005, 2004, 2003 and 2002.

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(1)          As a result of the demerger from CSR, 944.7 million Rinker ordinary shares were listed on the ASX on March 31, 2003 (on a deferred settlement basis), prior to being issued on April 11, 2003.   Prior to that time Rinker was a 100% owned subsidiary of CSR. The weighted average number of ordinary shares assumes that same number of shares existed throughout the fiscal years 2003, 2002 and 2001.  During the years ended March 31, 2005 and 2004, Rinker issued 237,900 and 324,700 shares respectively as part of the Employee Universal Share Plan (USP). During the year ended March 31, 2005, Rinker purchased 4,000,028 shares as part of an on-market buy-back.  See “Item 16.E. – Purchase of Equity Securities by the Issuer and Affiliated Purchasers” for further details.

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

(3)          Dividends shown for 2005 and 2004 represent the amounts provided for.  The dividends in 2003 and 2001 represent amounts paid to CSR when Rinker was a wholly owned subsidiary.  Dividend per share information for fiscal years 2003, 2002 and 2001 has therefore been based on the 944.7 million shares issued and outstanding subsequent to the demerger.   These amounts are not necessarily representative of the amount that would have been paid if Rinker had been a separate publicly listed company.

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

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

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

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

Item 4                                      Information on the Rinker group

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

A.            History and Development of the Rinker group

Background

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

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

The effect of the demerger resulted in Rinker owning the ordinary shares of Rinker Materials and Readymix and becoming a separate company listed on the ASX. Rinker group companies are leading manufacturers and suppliers of heavy building materials in the United States and Australia. As at March 31, 2005 the Rinker group had total assets of US$4,460 million and generated trading revenue of US$4,312 million in the year ended March 31, 2005.

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

General

Rinker group companies are leading manufacturers and suppliers by revenue of heavy building materials in the US and Australia, based on published financial data of the Rinker group’s competitors.  In the US, Rinker’s subsidiary Rinker Materials is one of the largest producers of heavy building materials, also based on published financial data of Rinker Materials’ competitors, with its principal operations in Florida and Arizona, and additional operations in 29 other states.  Products include aggregate, cement, concrete, concrete block, asphalt and concrete pipe.  Rinker Materials also has a

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gypsum wallboard distribution business in Florida.  Since 1998, the Rinker group has grown through a number of acquisitions, in particular through the following acquisitions by Rinker Materials:

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

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

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

Rinker is not directly or indirectly controlled by another corporation or by any foreign government and does not know of any arrangement the operation of which may at a subsequent date result in a change of control of Rinker.

The chart above provides an overview of Rinker group companies’ operations.

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Business Strategy

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

Achieving the number one or number two market position in each market served in the US

The management of Rinker believes that performance is enhanced by holding the number one or number two position by market share in terms of revenue in all of the markets it serves. Rinker group companies have applied this strategy in most of their acquisitions.  A substantial portion of its revenue is now generated in markets where it has leading positions.  If this objective is not met after specific plans to achieve it have been implemented, the relevant business may be considered for divestment.

Overall cost leadership

Companies in the Rinker group aim to hold cost leadership positions in the majority of their markets.  Rinker group companies aim to instill a culture of continuous improvement through the benchmarking of performance against competitors as well as the implementation of operational improvement projects.  Businesses within the Rinker group have a track record of generating significant cost savings with total estimated savings from these initiatives for the year ended March 31, 2005 of US$49 million.

Continued growth through acquisitions

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

The Rinker group’s acquisition growth strategy is to:

•                  Hold or develop the number one or number two positions by market share in terms of revenue, in each region, with a focus on Rinker Materials’ growth in US states where population growth is above the national average;

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

•                  Consider acquisitions, such as concrete, cement and asphalt, to create vertically integrated operations, in markets where Rinker group companies have quarry operations; and

•                  Consider small, value adding expansion opportunities in Australia, and in concrete pipe and gypsum distribution in the US.

Rinker Materials is expected to use its regional presence in the south east and western US to pursue bolt-on acquisitions with the current objective of investing an average of US$300 million a year on acquisitions.

A safe workplace

Rinker group companies recognize that good safety performance is an integral part of good business performance. The Rinker group is focused on improving the safety of its companies’ workplaces in the interests of all stakeholders. Rinker group companies’ policies and approaches to managing health and

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safety are based on the key principles of management accountability, personal responsibility and training.

B.            Business Overview

1.              Introduction

Business segments are reported along geographic lines (Rinker Materials in the United States and Readymix in Australia and China) and within the United States, along product lines.  The business segments for Rinker Materials are Aggregate; Cement; Concrete, Concrete block and asphalt; Concrete pipe and products; and Other.  Readymix is one segment.  These segments are the same as those used for internal management as the basis for making decisions regarding the allocation of resources.

Rinker Materials business segments:

•      Aggregates:  Rinker Materials extracts aggregate, which is crushed and sized for delivery to customers, primarily for use in the production of concrete, roadbase and asphalt.  Rinker Materials’ principal operations are in Florida and Arizona.  Overall, Rinker Materials is the fifth largest supplier of aggregate in the US, based on US Geological Survey production output data, with 90 quarries, sand and aggregate plant operations. Rinker Materials is a market leader, as measured by production, in Florida and Arizona.  Rinker Materials supplied about 97 million tons of aggregate for the year ended March 31, 2005. For the year ended March 31, 2005, Rinker Materials’ estimated end markets for aggregate by trading revenue were about equally divided among residential, commercial and civil construction.

•      Cement:  Cement is produced through a highly capital intensive process with limestone as the major raw material.  Rinker Materials is the leading cement supplier in Florida in terms of volume sold, based on the Portland Cement Association’s production output statistics collected for the industry, operating two plants, which produced about 2.0 million tons for the year ended March 31, 2005.  Rinker Materials also has two strategically located cement import terminals in Florida, which imported 1.9 million tons for the year ended March 31, 2005.  For the year ended March 31, 2005, Rinker Materials’ estimated external end markets for cement by trading revenue were about 65% residential, 30% commercial and 5% civil construction.

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

Rinker Materials produced around 180 million units of concrete block for the year ended March 31, 2005.  Concrete block is used for residential and commercial building. Rinker Materials’ concrete block operations are principally located in Florida and Nevada, where it was the market leader in terms of production for the year ended March 31, 2005, based on Rinker Materials’ knowledge of the industry.

Rinker Materials also produces asphalt, which is used for roads, highways and airports with plants located in Arizona, northern California, Oregon and Washington state.

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

•                  Other:  This segment includes gypsum supply.  Its pre-stressed concrete products and polyethylene pipe operations were previously included in this segment and were divested during the year ended March 31, 2005.

Readymix:

In Australia, Readymix operates a vertically integrated heavy building materials business with leading market positions, based on Readymix’s knowledge of the industry.  As at March 31, 2005, Readymix had 377 operating plants including 87 quarries and sand mines, 242 concrete plants and 19 concrete pipe and product plants.  Concrete pipes and products are produced by Readymix’s Humes business.

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

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Rinker group trading revenue:

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

(1)          Eliminations represent internal revenue derived from sales by Aggregates and Cement to other segments within Rinker Materials, eliminated on consolidation.

Volumes for all market segments are sensitive to weather conditions, although historically seasonal patterns have not greatly impacted financial results.  In the United States, most operations of Rinker Materials are located in regions with relatively mild climates and normal weather patterns that have historically resulted in only slightly higher activity during the first half of the fiscal year (April – September) than the second half (October – March).  In Australia, although construction activity slows during the traditional summer holiday period during the months of December and January, this is largely offset by increased volumes during February and March which are historically very busy months.

2.              Major Acquisitions

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

Similar to Rinker Materials’ other operations, Rinker Materials West’s operating results are primarily impacted by the level of construction activity in the residential, commercial and civil segments of the construction materials markets where it operates.  Rinker Materials estimates that about 55% of Rinker Materials West’s revenue was derived from residential construction, 25% from commercial construction, and 20% from civil construction during fiscal year 2005.

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

Prior acquisitions

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

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

•                  In 1990, it acquired the aggregate, concrete, asphalt and concrete pipe subsidiaries of ARC America Corporation for US$650 million;

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

3.              United States industry overview

Based on data compiled by Dodge, a division of the McGraw-Hill Companies, the US construction and building market was estimated to have been about US$549 billion in calendar year 2004 (about 5.0% of the US gross domestic product).  Dodge figures are based on the ‘put-in-place’ value of contracts for new construction projects and include the cost of all types of building and construction materials, some of which are not produced by Rinker Materials, and the cost of labor.  ‘Put-in-place’ figures provided by Dodge are based on data Dodge collects at the time of the contract award and allocated over the course of the performance of the contract.

The construction materials industry primarily operates on a regional basis due to significant transportation costs and low value products.

The regional markets for Florida and Arizona are particularly important to Rinker Materials, representing about 50% and 15% of its trading revenue, respectively, for the year ended March 31, 2005. Based on industry and Federal Government statistics, both these markets show high levels of activity and growth compared to national averages.

The construction materials industry comprises three major segments: residential, commercial (non-residential) and civil (non-building).  Residential construction includes single and multi-dwelling residential housing.  Commercial construction includes office buildings, hotels, shopping malls, sports stadiums, education facilities and hospitals.  Civil construction involves the construction of roads, highways, bridges, dams as well as many other infrastructure projects.  For calendar year 2004, Dodge estimates that the total value of new construction contracts in the US was residential 57%, commercial 28% and civil 15%.  The civil construction activity has been influenced heavily by the Transportation Equity Act for the 21st Century.

The construction market is generally cyclical but with a general upward trend.  Based on Dodge estimates, the total value of new construction contracts grew by an annual growth rate of 7.1% between calendar years 1994 and 2004. Based on Dodge estimates, the total value of new construction contracts in Florida increased by an annual growth rate of 10.3% between calendar years 1994 and 2004 and 9.5% in Arizona in the same period.

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

•                  Population growth;

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•                  Economic growth;

•                  Government infrastructure spending;

•                  Interest rates; and

•                  Business and consumer confidence.

4.              Australian market overview

The Australian construction materials market is a mature and cyclical industry.  For the year ended December 31, 2004, the Australian Bureau of Statistics estimates that total construction and building industry spending was A$86 billion, equivalent to US$63 billion.  This comprised expenditure on construction materials such as aggregate, concrete and cement but includes other building materials such as clay bricks, roofing, plasterboard and aluminium doors and windows.

Based on Australian Bureau of Statistics estimates, total Australian construction and building market spending increased by an annual growth rate of 4.6% between the years ended December 31, 1992 and December 31, 2004.  The market segments are similar to those categorized for the US market, namely residential, commercial and civil.  For the year ended December 31, 2004, the Australian Bureau of Statistics estimates that total construction spending by segment was about 44% for residential, 21% for commercial and 35% for civil.

Over the last three fiscal years, activity in the residential segment has been influenced by taxation and government housing initiatives.  GST introduced in July 2000 had a significant impact on activity prior to its introduction (supplemented in the Sydney market by the 2000 Olympic Games) but resulted in an oversupply and a weaker residential market for the subsequent year.  Falling interest rates and the introduction of the Australian Federal Government’s First Home Owners Grant led to an increase in residential commencements in the latter half of fiscal year 2002 and continued through fiscal year 2003.  Fiscal year 2004 saw a slight decline in residential commencements due to two interest rate rises, in November 2004 and December 2004, however the decline to date has been mild by historical standards with the market supported by a relatively strong economy and low levels of unemployment.

The commercial segment of the construction market continued to strengthen during fiscal year 2005 compared to fiscal year 2004.  According to the Australian Bureau of Statistics total spending in the commercial segment has grown from US$11.1 (A$15.9) billion in the year ended December 31, 2003 to US$13.6 (A$18.4) billion in the year ended December 31, 2004.  Spending in the year to December 2002 was estimated at US$8.1 (A$14.3) billion.

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

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

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5.              Rinker Materials

Rinker Materials business segments as at March 31, 2005

i.      Aggregates

Overview

Rinker Materials is the fifth largest supplier of aggregate by volume in the US, based on US Geological Survey statistical data, with operations principally in the southeast (Florida, Georgia, Tennessee and Kentucky) and the western US states (Arizona, Nevada, Oregon, Washington state and northern California).  In total, Rinker Materials supplied about 97 million tons of aggregate for the year ended March 31, 2005.

In Florida, Rinker Materials is the market leader, based on Rinker Materials’ industry knowledge, by volume sold, with a market share estimated to be about 40% for the year ended March 31, 2005.  Rinker Materials is also the market leader, by volume sold, in Arizona.

Sales

Rinker Materials’ aggregate operations are often integrated with Rinker Materials’ downstream concrete and asphalt operations with over one-third of Rinker Materials’ aggregate production supplied for use in Rinker Materials’ manufacture of concrete, concrete block, asphalt and other products.  The balance is supplied to other construction companies primarily for the production of concrete, asphalt and roadbase.  Rinker Materials’ products are generally supplied at a local level directly to a large number of

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

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

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

Facilities, reserves and distribution

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

As at March 31, 2005, Rinker Materials operated 90 quarries, sand and aggregate plant operations located in 15 states.  The majority of these are located in Florida (14), Tennessee (10), Arizona (30) and Washington state (12). Rinker Materials’ total estimated aggregate reserves as at March 31, 2005, were 2,737 million tons with an average reserve life estimated to be 31 years at current usage levels.

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

Estimates of reserves are of recoverable stone, sand and gravel and other quarry products of suitable quality for economic extraction based on drilling, studies and mine plans reviewed annually by Rinker Materials geologists and engineers, recognizing reasonable economic and operating restraints as to maximum depth of overburden and aggregate excavation.  Reserves are proven (measured) or probable (indicated) based upon inspection, sampling and measurement and the geological character of the resource.

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In determining the average life of aggregate reserves Rinker Materials management has used the most recent annual production rate at each quarry.  The foregoing life by product type is an overall average.  Certain locations, however, are subject to more limited reserves and have a relatively short life.  Rinker Materials’ sand and gravel quarries are typically small operations producing from reserves with a shorter life.

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

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

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

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

Rinker Materials has a continuing program to identify, acquire or lease replacement reserves and in the case of Florida to pursue offshore reserves.

ii.    Cement

Overview

Rinker Materials operates in Florida where it is a leading cement supplier by volume, based on Portland Cement Association data on supplier output.  For the year ended March 31, 2005, Rinker Materials produced about 2.0 million tons of cement and imported 1.9 million tons of cement through two strategically located terminals.  Rinker Materials supplies grey and white cement and a range of special products.  Rinker Materials estimates the total Florida cement market to be about 11.5 million tons a year.

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Sales

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

Rinker Materials manages its cement business by fully utilizing its own cement production capacity and supplying any additional demand from imports and purchasing cement from other domestic producers.

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

Rinker Materials’ competitors’ positions in Florida have changed significantly during the past several years.  Tarmac America has been acquired by Titan Cement Company and Southdown by Cemex.  The Eastern Cement terminal on the west coast of Florida has been acquired by Schwab and Florida Rock has acquired the LaFarge import terminals on the west coast of Florida.  Domestic and import capacity has also increased with both Florida Rock Industries and Votorantim (Suwanee) recently constructing new Florida cement plants.  Titan Cement Company has built a new cement import terminal on the west coast of Florida in Tampa and doubled their Miami capacity.  Rinker Materials’ major competitors in cement are Cemex, Lehigh (Heidelberg), Titan Cement Company, and Florida Rock Industries.

Facilities and distribution

The production of cement is a highly capital intensive business.  The production process starts by crushing limestone aggregate.  The crushed limestone aggregate and other raw materials, depending on the type of cement to be produced, are fed into a grinding process, which mixes the various materials more thoroughly and reduces them further in size in preparation for the kiln.  In the dry process, the raw materials are calcined or processed at a very high temperature in the kiln to produce clinker.  Clinker is the intermediate product used to manufacture cement.  Finally, clinker and gypsum are fed into a cement grinding mill where they are ground into extremely fine powder to produce finished cement.

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

The cement produced is delivered to concrete plants and other concrete product manufacturing facilities, normally within a radius of about 125 miles, by bulk cement tankers or in bagged form.

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

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iii.   Concrete, block and asphalt