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CSL Ltd. Annual Report 2006

Aug 22, 2006

17854_rns_2006-08-22_365eb0e1-ea69-4884-a8c9-b890f8ab81e4.pdf

Annual Report

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CSL

23 August 2006

The Company Announcements Office Australian Stock Exchange Limited 530 Collins St MELBOURNE VIC 3000

Dear Sir/Madam

PRELIMINARY FINAL REPORT -ACCOUNTS AND MEDIA RELEASE

For the purposes of dual lodgement with the ASX and ASIC, following are a Media Release, CSL's Preliminary Final Report (Appendix 4E), Directors' Report, Financial Report and a Presentation announcing the results.

Yours faithfully

Peter Turvey COMPANY SECRETARY

Press Release

For immediate release

23 August 2006

Full Year Result Profit from continuing operations up 49% to \$351m

CSL Limited today announced its operating result for the full year ended 30 June 2006.

HIGHLIGHTS

Financial

  • Sales revenue of \$2.8 billion, up 9% on the previous year; ٠
  • Net profit after tax from continuing operations(1) of \$351m, up 49%;
  • Robust performance underpins decision to provide for a contingent payment(2) of US\$250m arising from the acquisition of Aventis Behring;
  • Strong net operating cash flow of \$522m;
  • Final dividend(3) of 40 cents per share, unfranked, payable on 13 October 2006. Total ordinary dividends for the year were 68 cents per share up 21 cents on the previous year.

Operational

  • GARDASIL® (world's first cervical cancer vaccine) received marketing approval by US Food and Drug Administration (FDA) and Australian Therapeutic Goods Administration (TGA);
  • ۰ Announcement of plans to double influenza production capacity to 40m doses per season to facilitate US entry strategy;
  • Encouraging preliminary results from Avian flu trials;
  • Vivaglobin® approved by US FDA the first subcutaneous immunoglobulin in the US market:
  • Proposal to acquire Zenyth Therapeutics Ltd by scheme of arrangement.

Dr McNamee, CSL's Managing Director said, "The Aventis Behring integration is now complete having exceeded our synergy targets. Our licensee Merck has received approval in the US and Australia to market GARDASIL®, the world's first cervical cancer vaccine. We announced plans to double our flu manufacturing capacity and enter the US market and we have made a proposal to acquire Zenyth Therapeutics, which will strengthen our research interests in recombinant antibodies.

Press Release

Page 2

23 August 2006

"Building on this momentum, we have taken a decision to align the company's various visual identities and operating names to strengthen connections throughout CSL. Key changes include 'ZLB Behring' transitioning to 'CSL Behring' and 'CSL Pharmaceuticals' transitioning to 'CSL Biotherapies', which will include our global flu business.

"Given our strong performance this year we have decided to raise a US\$250m provision for the contingent payment agreed to when we acquired Aventis Behring," Dr McNamee said.

BUSINESS REVIEW

Result overview

CSL Limited's operating results for the year ended 30 June 2006 reflects a strong contribution by CSL Behring with sales growing 11% to \$2.4b. CSL Behring's growth was a function of solid performance across the product portfolio reflecting the company's strategy of taking a disciplined, 'profitable litres' approach to sales.

Growing sales in the United States of America for intravenous immunoglobulin has given rise to additional demand for the raw material - plasma. CSL Behring is well placed for continued growth through its own plasma collection centres and plasma purchased from US and European blood banks.

After achieving and exceeding targets set for the integration of CSL Behring, the business unit has now replaced the financial benefit of selling discounted inventory acquired within Aventis Behring with synergy benefits delivered from significantly restructuring the business and improving operational efficiencies.

CSL Bioplasma's sales declined 8% to \$191m which is attributed to the Australian Government's policy change to import recombinant coagulation factors reducing demand for CSL's plasma derived therapies

CSL Biotherapies, the new name for CSL Pharmaceutical, grew sales by 3% to \$212m largely driven by growth in Northern Hemisphere Influenza Vaccine sales.

A new agreement was signed with Merck & Co, Inc (Merck) for the Australian distribution of a number of important new and existing vaccines. Included are vaccines for the prevention of shingles (ZOSTAVAX®), rotavirus induced gastroenteritis (ROTATEQ®) and a combined measles, mumps, rubella and chicken pox vaccine (PROQUAD®) as well

6.SL

Press Release

Page 3

23 August 2006

as the current marketed range of Merck vaccines. Much work is also currently underway planning for the launch of GARDASIL® in Australia.

The Group's strong operating cashflow of \$522m was partly a consequence of continued reduction in excess inventory acquired with Aventis Behring.

Business development

GARDASIL® - Human Papillomavirus Vaccine

On 8 June, CSL's Licensee, Merck, received approval from the US Food and Drug Administration (FDA) for GARDSIL® the only vaccine available in the U.S. for the prevention of HPV types 16 and 18 related cervical cancer, for girls and women ages nine to 26 years. GARDASIL® is also approved for the prevention of genital warts and low grade cervical lesions caused by HPV types 6, 11, 16 & 18.

Other countries where GARDASIL® is now approved include Mexico, Australia and New Zealand. Applications for GARDASIL® are currently under review with regulatory agencies worldwide including but not limited to agencies in Argentina, Brazil, the European Union, Singapore and Taiwan. Additionally, Merck is actively working to accelerate the availability of GARDASIL® in the developing world.

Influenza

Internationalisation of the company's influenza vaccine continues. Licenses have been obtained in key European markets and clinical trials for registration in the United States have commenced. This process is incurring additional research & development and market development costs.

A capital investment of \$80 million over the next two years will double capacity at the company's Melbourne facility to approximately 40 million doses per season, making it one of the largest vaccine manufacturing plants in the world. Contingent upon regulatory approval, the company intends to have an initial supply of vaccine available for the US 2007-2008 flu season.

Pandemic Influenza

Earlier in the year, the company announced encouraging results from its initial clinical trial of a pandemic influenza vaccine based on the H5N1 avian virus. The study population used in the trial demonstrated an appropriate immune response to the vaccine showing it is possible to vaccinate humans against H5N1. Further research is required to explore responses to higher doses of antigen in a broader age group.

Press Release

Page 4

23 August 2006

Plasma Therapies

The US FDA approved Vivaglobin in early January 2006. Vivaglobin® is the first subcutaneous immunoglobulin approved in the US and offers primary immune deficient patients with an alternative infusion method. Vivaglobin® sales are progressing to plan with strong interest from patients.

The clinical trial for a chromatographic, high-yielding liquid immunoglobulin for intravenous administration has been completed and filings will be made shortly with the FDA, European and Canadian agencies. Work has commenced on a large-scale chromatographic purification plant at the company's Bern facility.

A surgical study for Humate®/Haemate® (plasma derived Factor VIII) has been completed and the file supplement for this indication has been submitted to the FDA.

A multi centre clinical trial in Hereditary Angioedema is in progress with the aim of broad registration of Berinert® (C-1 Esterase Inhibitor). A clinical trial will also be completed in 2006 evaluating the use of Beriplex® (prothrombin complex) for treatment of coagulation factor deficiencies associated with Warfarin therapy.

ISCOMATRIX® adjuvant

A new facility is under construction at the company's Kankakee site in the USA to accommodate the commercial production of the CSL's proprietary adjuvant ISCOMATRIX®. Existing infrastructure is being leveraged to a large extent and an incremental investment of \$20 million will be incurred. The company has a number of agreements in place including with Merck for use of ISCOMATRIX® in the development of a new generation of human vaccines.

OUTLOOK

Commenting on outlook for CSL, Dr McNamee said "We anticipate a stable to favourable market for plasma therapies and for the first time we are expecting a contribution from GARDASIL® this year.

"Further underpinning growth is our position as one of the few manufactures of influenza vaccine in the world and we are well placed to take advantage of increasing demand.

CSL

Press Release

Page 5

23 August 2006

"This is the right time for us to continue to grow our investment in Research and Development and we have approved an additional 10% spend on R&D for this financial year, taking our total investment to around \$180m. After absorbing this additional R&D expenditure, we anticipate earnings before interest and taxes to grow approximately 20% in fiscal 2007," Dr McNamee said.

Total revenue growth is expected in the order of 6% in fiscal 2007 with earnings per share growing within a range of $15\% - 20\%$ . This guidance is subject to currency fluctuation, material price movements in core plasma products, the contribution from GARDASIL® royalties and the effective tax rate.

For further information, please contact:

Mark Dehring Head of Investor Relations CSL Limited Telephone: +613 9389 2818 Email: [email protected]

CSL

Press Release

Page 6

23 August 2006

Group Results(1)(5)

Full year ended June 2006
\$m
2005
\$m
Change
%
Sales 2,848.9 2,609.0
Other Revenue 54.6 41.3
Total Revenue 2,903.5 2,650.3 10%
Earnings before Interest, Tax, Depreciation & Amortisation 631.I 554.6 14%
Depreciation/Amortisation 116.1 122.4
Earnings before Interest and Tax 515.0 432.2 19%
Net Interest Expense 16.0 21.9
Tax Expense 148.1 175.6
Net Profit after tax from continuing operations 350.9 234.7 49%
Net Profit after tax from discontinued operations (4) 253.1
Net Loss after tax from contingent consideration $(2)$ (233.5)
Net Profit after contingent consideration & discontinued operations 117.4 487.8 (76%)
Total Ordinary Dividends (cents) 68.0 47.0 45%
Final Dividend (cents) (3) 40.0 30.0
Basic EPS (cents) from continuting operations 192.8 119.8 61%
  • (1) The company's results for the year ended 30 June 2006 are reported in accordance with the Australian Equivalents to International Financial Reporting Standards (A-IFRS). The comparative period ended 30 June 2005 has also heen restated in accordance with the introduction of the new standards. A detailed reconciliation can be found in note 37 to the financial statements.
  • (2) Provision for contingent payment arising from the acquisition of Aventis Behring. CSL agreed to pay US\$250 million to Aventis (now Sanofi - Aventis) if CSL's share price moved above \$35 and remained above that price for 60 consecutive trading days during the period 27 September 2007 and 26 March 2008. CSL retains the option to issues shares in CSL in lieu of cash.
  • (3) For Australian dividend withholding tax purposes, the dividend will be declared to be wholly conduit foreign income in the dividend statement. Under Australian taxation law, dividends that are conduit foreign income are exempt from Australian dividend withholding tase when paid to non-residents of Australia.
  • After tax proceeds from the sale of JRH together with its earnings contribution during FY2005. $\langle 4 \rangle$
  • (5) Adjusted for the provision for the contingent payment arising from the acquisition of Aventis Behring and the after tax proceeds from the sale of JRH together with its earnings contribution during FY2005.

CSL Limited

ABN: 99 051 588 348

ASX Full-year information 30 June 2006

Lodged with the ASX under Listing Rule 4.3A.

Contents

Results for Announcement to the Market

Additional Information

Directors' Report

Financial Report

CSL Limited

ABN: 99 051 588 348

Appendix 4E

Full-year ended 30 June 2006

(Previous corresponding period: Year ended 30 June 2005)

Results for Announcement to the Market

Operating
2006
\$000
Contingent
Consideration
\$000
Total
2006
\$000
Total
2005
\$000
Sales revenue 2,848,908 2,848,908 2,608,965
Total other revenues 54.624 54.624 41.294
Total revenue from continuing operations 2,903,532 2,903,532 2,650,259
Profit before income tax expense
Income tax expense
498,980
(148,087)
(328, 515)
94.979
170,465
(53, 108)
410.283
(175, 554)
Net profit from continuing operations 350,893 (233, 536) 117,357 234.729
Profit after tax from discontinued operations 253,045
Profit attributable to members of the parent entity 350,893 (233,536) 117,357 487,774

Revenues from continuing operations up 9.6% to \$2,903,532,000. $\bullet$

  • Profit from continuing operations after tax and net profit for the year attributable to members $\bullet$ (excluding the recognition of the contingent consideration payable for the acquisition of Aventis Behring and the profit after tax from discontinued operations) up 49.5% to \$350,893,000.
  • Profit from continuing operations after tax down 50% to \$117,357,000. Net profit for the year attributable to members down 75.9% to \$117,357,000.

Dividends

Amount per
security
Franked amount per
security
Final dividend (declared subsequent to balance date) 40¢ Unfranked
Interim dividend paid on 13 April 28¢ Unfranked
Final dividend (prior year) 30 0 30e
Special dividend (prior year) 10¢ 1.78¢
Record date for determining entitlements to the dividend: 22 Sentember 2006

Explanation of results

For further explanation of the results please refer to the accompanying press release and "Review of operations" in the Directors' report that is within the Full year report.

Other information required by Listing Rule 4.3A

The remainder of the information requiring disclosure to comply with Listing Rule 4.3A is contained in the attached Additional Information, Directors' Report, Financial Report and media release.

Additional Information

NTA Backing 30 June 2006 30 June 2005
Net tangible asset backing per ordinary security* \$6.43 \$7.02
* includes the recognition of the contingent consideration of Aventis Behring

Changes in controlled entities

The parent entity did not gain control or dispose of any entities during the year.

Audit report

The audit report is contained in the attached Financial Report.

Peter R Turvey Company Secretary 23 August 2006

The Board of Directors of CSL Limited has pleasure in submitting their report on the consolidated entity at 30 June 2006, consisting of CSL Limited and its controlled entities.

Directors $\mathbf{1}$ .

The Directors of the Company in office during the financial year and until the date of this report are as follows.

Mr P H Wade (Chairman) Dr B A McNamee (Managing Director) Mr J H Akehurst Miss E A Alexander, AM Mr A M Cipa Mr I A Renard Mr M A Renshaw Mr K J Roberts, AM Professor J Shine, AO (appointed 1 June 2006) Dr A C Webster

Particulars of the directors' qualifications, experience, all directorships of public companies held for the past three years, special responsibilities, ages and the period for which each has been a director are set out in the Directors' Profiles section of the Annual Report.

$21$ Company Secretary

The company secretary is Mr P R Turvey, BA/LLB, MAICD. Mr Turvey was appointed to the position of company secretary in 1998 having joined the Company in 1992. Before joining CSL Limited he held the role of Company Secretary for five years with Biotech Australia Pty Ltd. Mr E H Bailey, B.Com/LLB, is Assistant Company Secretary and was appointed in 2001 having joined the Company in 2000. Before joining the Company he was a Senior Associate with Arthur Robinson & Hedderwicks.

Directors' Meetings 3.

During the year, the Board held nine meetings. The Audit and Risk Management Committee met four times and the Human Resources Committee met five times. The Nomination Committee comprises the full Board and meets in conjunction with Board Meetings. The Securities and Market Disclosure Committee met 17 times and comprises at least any two Directors, one of whom must be a nonexecutive director.

The attendances of directors at meetings of the Board and its Committees were:

4. Principal Activities

The principal activities of the consolidated entity during the financial year were the research, development, manufacture, marketing and distribution of biopharmaceutical and allied products.

5. Operating Results

Profit from continuing operations after tax and net profit for the year attributable to members (excluding the recognition of the contingent consideration on acquisition of Aventis Behring and the profit after tax from discontinued operations) was up 49.5% to \$350.9 million. Net profit from continuing operations and profit attributable to members of the parent entity was \$117.4 million. Sales revenue was \$2,849 million up 9% on the previous year with research and development expenditure of \$161 million up 14% on the previous year. Net operating cash flow was \$522.2 million which was 8% lower than the previous year.

6. Dividends

The following dividends have been paid or declared since the end of the preceding financial year:

2004-2005 A final dividend for the year ended 30 June, 2005, of 30 cents per ordinary share, fully franked at 30%, and a special dividend of 10 cents per share franked to 1.78 cents per share was paid on 10 October, 2005, out of profits for that year as declared by the Directors in last year's Directors' Report.

2005-2006 An interim dividend on ordinary shares of 28 cents per share, unfranked, was paid on 13 April 2006. The Directors of the Company have declared a final dividend of 40 cents per ordinary share, unfranked, for the year ended 30 June 2006, to be paid out of retained profits.

In accordance with determinations by the Directors, the Company's dividend reinvestment plan remains suspended.

Total dividends for the 2005-2006 year are:

On Ordinary shares
\$'000
Interim dividend 50.910
paid 13 April 2006
Final dividend
payable on 13 October 2006 72,756
Board of Directors Audit and Risk
Management
Committee
Securities and Market
Disclosure Committee
Human Resources
Committee
Attended Maximum Attended Maximum Attended Attended Maximum
P H Wade 9 G) 17
B A McNamee 9 9. $4^2$ 13 $5^2$
J Akehurst 8 Q 3
E A Alexander 9 Q 4 4
A M Cipa Q a 41 4
I A Renard 9 G) 4 4
M A Renshaw 8 a 4 4
K J Roberts 9 Q
J Shine
A C Webster 9 G)

1 Attended for at least part in ex officio capacity

2 Attended for at least part by invitation

7. Review of Operations

The Company's operating results for the year ended 30 June, 2006, reflects a strong contribution by CSL Behring (in the financial report, CSL Behring is referred to as ZLB Behring). with sales growing 11% to \$2.4 billion. CSL Behring's growth was a function of solid performance across the product portfolio.

Strong demand in the USA for intravenous immunoglobulin has given rise to additional demand for the raw material, plasma. CSL Behring is well placed to meet this growth opportunity through its own plasma collection centres. The US FDA approved Vivaglobin in January 2006 being the first subcutaneous immunoglobulin approved in the US. Clinical work on a chromatographic high yielding liquid immunoglobulin for intravenous administration has also been completed.

CSL Bioplasma's sales declined 8% to \$191m attributable to an Australian Government change of policy relating to the importation of recombinant coagulation factors.

CSL Biotherapies (previously CSL. known as. Pharmaceuticals) grew sales by 3% to \$212m largely driven by growth in northern hemisphere influenza vaccine sales. A new Agreement was signed with Merck & Co, Inc, for the Australian distribution of a number of new vaccines. Merck, CSL's licensee, also received approval in the US and Australia for the marketing of the world's first cervical cancer vaccine, Gardasil®.

The Company also announced plans to develop influenza production capacity to 40 million doses per season to facilitate its US entry strategy as well as announcing encouraging results from its initial clinical trial of a pandemic influenza vaccine based on the H5N1 avian virus.

For further information on the operations of the Company refer to the Year in Review in the Annual Report.

8. Significant changes in the State of Affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial year not otherwise disclosed in this report or in the financial statements.

9. Significant events after year end

On 17 July 2006 the consolidated entity announced a proposal to acquire 100% of the issued shares in Zenyth Therapeutics Limited, a publicly listed Australian based biotechnology company. The consideration offered is 82 cents per share. The proposal has been unanimously recommended by Zenyth's directors in the absence of a superior proposal by a third party and is proposed to be implemented by way of a scheme of arrangement between Zenyth and its shareholders.

Directors are not aware of any other matter or circumstance which has arisen since the end of the financial year which has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

10. Likely Developments Business Strategies and Future Prospects

In the medium term, the Company will continue to grow differentiated plasma products, through developing expanding flu vaccine sales internationally, receiving royalty flows from the exploitation of the human papillomavirus vaccine by Merck $\&$ Co, Inc and the commercialisation of the

Company's Iscomatrix® adjuvant technology. Over the longer term the Company intends to develop new products which are protected by its own intellectual property which are high margin human health medicines marketed and sold by the Company's global operations. Further comments on likely developments and expected results of certain aspects of the operations of the consolidated entity, and on the business strategies and prospects for future financial years of the consolidated entity, are contained in the Year in Review in the Annual Report and in section 7 of this Directors' Report. Additional information of this nature can be found on the Company's website (www.csl.com.au). Any further information of this nature has been omitted as it would unreasonably prejudice the interests of the consolidated entity if this report were to refer further to such matters.

11. Environmental Regulatory Performance

The consolidated entity maintains management systems for health, safety and the environment that are consistent with internationally recognised standards to help ensure that its facilities operate to those standards to help protect its employees, contractors and the environment. The consolidated entity also provides appropriate training and resources so that its employees are equipped to work safely and to maintain incident-free workplaces.

Additionally, the consolidated entity's environmental obligations and waste discharge quotas are regulated under applicable Australian and foreign laws. All environmental performance obligations are monitored by the Board and subjected from time to time to government agency audits and site inspections.

The consolidated entity also endeavours to minimise the environmental impact of its operations by recycling waste paper and other materials and by the responsible management and disposal of all product packaging.

No environmental breaches have been notified by the Environmental Protection Authority in Victoria, Australia, or by any other equivalent interstate or foreign government agency in relation to the Company's Australian or international operations during the year ended 30 June 2006.

12. Directors' Shareholdings and Interests

At the date of this report, the interests of the directors who held office at 30 June 2006 in the shares, options and performance rights of the Company are set out in a table on pages 13, 14 and 15 of this Report.

13. Directors' Interests in Contracts

Section 17 of this Report sets out particulars of the Directors Deed entered into by the Company with each director in relation to Board paper access (indemnity and insurance matters).

14. Share Options

As at the date of this report, the number of unissued ordinary shares in the Company under options and under performance rights are set out in Note 26 of the Financial Statements.

Holders of options or performance rights do not have any right, by virtue of the options or performance rights, to participate in any share issue by the Company or any other body corporate or in any interest issued by any registered managed investment scheme.

The number of options exercised during the financial year and the exercise price paid to acquire fully paid ordinary shares in the Company is set out in Notes 21 and 26 of the

Financial Statements. Since the end of the financial year, no further options have been exercised.

During, and since the end of the financial year, no performance rights were exercised. There were no shares issued as a result of the exercise of performance rights during the financial year or since the end thereof.

15. Remuneration Report

This report summarises the director and executive remuneration policies and practices, including detailed remuneration outcomes for the 2006 financial year. The report has been prepared in accordance with the remuneration reporting requirements under section 300A of the Corporations Act 2001 and Corporations Regulation 2M.6.04, details the remuneration arrangements for Key Management Personnel according to Accounting Standard AASB 124 Related Party Disclosures.

Key Management Personnel comprise:

  • all directors of CSL and
  • those individuals who have authority and responsibility for planning, directing and controlling the activities of the Company and the consolidated entity.

Board and Human Resources Committee

The Board has adopted a formal charter delegating certain of its responsibilities concerning human resources and remuneration to the Human Resources Committee. This charter can be found on the www.csl.com.au website under Corporate Governance; Board and Committee Charters.

The responsibilities of the Human Resources Committee include:

  • reviewing and monitoring the human resources strategic plan:
  • reviewing and approving the corporate human resources policies:
  • establishing a policy framework for employee and senior executive remuneration;
  • reviewing and recommending the terms relating to the Company's employee share, option and performance right schemes;
  • recommending to the Board individual senior executive remuneration packages and where appropriate, seeking advice regarding independent senior executive remuneration;
  • recommending to the Board senior executive recruitment, retention and termination policies as well as succession planning strategies and policies;
  • reviewing benchmarks against which salary reviews are made and monitoring and reviewing the Company's performance management system; and
  • reporting to the Board any findings or recommendations of the Committee after each meeting.

In accordance with the charter, the Board reserves responsibility for:

  • the remuneration of non-executive directors;
  • setting the terms of employment and remuneration for the Managing Director;
  • approving remuneration for senior executive management; and
  • the operation and policies relating to the Company's employee share, option and performance right schemes and succession planning.

The Human Resources Committee comprises four members, all of whom are independent non-executive directors. These are:

  • Mr Ken Roberts (Chairman):
  • Mr John Akehurst;
  • Mr Maurice Renshaw (joined June 2006); and
  • Dr Arthur Webster.

Ms Alison von Bibra, General Manager - Human Resources, acts as Secretary of the Committee. The Board Chairperson may attend any meeting of the Committee in an ex officio capacity. The Managing Director, senior executives and professional advisors retained by the Human Resources Committee attend meetings by invitation.

The Committee meets at the conclusion of the performance management process, at the conclusion of the succession planning process, prior to the allocation of long term incentives, and at other times as are required to discharge its responsibilities. Information about Committee meetings held during the year and individual directors' attendance at these meetings can be found in section 3 of this Directors' Report.

Any recommendation made by the Human Resources Committee concerning an individual director or executive's remuneration is made without that director or executive being present.

Non-Executive Directors' Remuneration

The Board's principal responsibility is the oversight of the management of the Company and providing strategic direction for and approving the Company's business strategies and objectives. Non-executive director remuneration is not linked to the Company's short-term financial performance and these directors are not entitled to performance based remuneration or participation in the Company's equity incentive plans.

Non-executive directors are entitled to fixed fees having regard to their Board responsibilities, obligations on any of the four Board committees and the aggregate non-executive director remuneration limit approved by shareholders. Within this limit, the Board determines the fees payable to nonexecutive directors based on advice from professional advisors which takes into consideration fees payable to nonexecutive directors by comparable organisations as well as fee levels which the Board considers appropriate to attract and retain high quality non-executive directors having regard to the Company's requirements and the responsibilities attached to the successful discharge of director's duties.

Currently, the Company's Constitution sets the maximum aggregate amount of remuneration which may be paid to nonexecutive directors at \$1,500,000. Any increases to this sum must be approved by shareholders at a general meeting. As outlined in the Constitution, remuneration for any extra services by individual directors or the reimbursement of reasonable expenses incurred by directors may also be approved by the Board from time to time.

The table on page 9 of this Report sets out the fees paid to non-executive directors and is based on the following NED Committee Fees schedule.

NED Committee Fees per annum effective 1 January 2006:

Ault&Kik I Hma Sountesard
Maramat Recutes Numman Mrket Disclosure
Ĥшd Connittee Comittee Comutexe Committee
Chaman 30000 30.000 l 2000
Maitas 125.000 125001 10,000

The Chairman and members of the Nomination Committee and the Securities and Market Disclosure Committee do not receive any additional fees for committee responsibilities.

Non-executive directors participate in the Non-Executive Directors' Share Plan (the NED Share Plan) approved by shareholders at the 2002 annual general meeting. Under the NED Share Plan, non-executive directors are required to take at least 20% of their director's fees in the form of shares in the Company. Shares are purchased on-market at prevailing share prices. These purchases are made by the NED Share Plan administrator at pre-determined intervals.

In addition to fees paid in cash or taken in the form of shares, non-executive directors also receive superanmuation contributions equal to 9% of their fees.

Non-executive directors were entitled to a retirement allowance as approved by shareholders in 1994 equal to the highest fees over any consecutive 36 months of service. If the director had served more than five years on the Board, they would receive another 5% of the base fee at the time of retirement for every additional year served, up to a limit of 15 years. The Board terminated this retirement plan as at 31 December 2003 and froze the retirement allowance as at that date. No non-executive director has accrued any entitlement to any retirement allowance since 31 December 2003.

Executive Remuneration Policy

The Company's remuneration policy is designed to be competitive and equitable and to attract and retain high quality employees. The aim of the policy is to provide executives (including executive directors and the Company Secretary) with an appropriate balance of fixed and performance related remuneration.

Remuneration is set at a level competitive with market rates. The performance related remuneration ensures that a significant proportion of executive remuneration is at risk by linking reward to the achievement of personal and corporate objectives, business performance and shareholder returns.

Where appropriate, the Human Resources Committee considers independent external advice in setting both the balance of fixed and performance related remuneration and the remuneration levels.

Executive Remuneration Structure

The Company's remuneration structure comprises three core elements:

  • fixed remuneration
  • short-term incentives
  • long-term incentives

Together, these elements comprise an executive's total potential remuneration.

Broadly, an executive will have fixed remuneration and a short-term incentive percentage representing the executive's potential short-term incentive as a percentage of fixed

performance remuneration. Under the Company's management system, this percentage ranges from 10% to 60% of fixed remuneration depending on an executive's seniority level. In addition, an executive may participate in specific one-off Board approved incentive arrangements relating to key corporate objectives, milestones or events.

During the 2006 financial year, executives are also able to participate in the Company's equity incentive arrangements. Under this arrangement, a long-term incentive percentage is applied to an eligible executive's fixed remuneration to derive a long-term incentive amount. This amount determines the allocation level of options or performance rights to the executive. The long-term incentive percentage generally reflects an executive's short-term incentive percentage and hence also ranges from 10% to 60% of fixed remuneration.

In June 2006, the CSL Board approved new long-term incentive arrangements for future equity grants that will become effective in the 2007 financial year. The changes are consistent with the rules of the CSL Performance Rights Plan approved by shareholders at the Annual General Meeting in 2003.

The short-term and long-term incentive arrangements are discussed further on pages 5 to 7 of this Report. Additionally details about the new long-term incentive arrangements are outlined at page 6.

Subject to specific industry or geographical labour market conditions, the short-term and long-term incentive percentages for the 2006 financial year were generally of equal amounts. The proportion of performance related remuneration to an executive's total potential remuneration is kept consistent for a given level of seniority. As an executive's seniority level increases, so do the incentive percentages and the proportion of performance related remuneration to that executive's total potential remuneration.

CSL's performance management system is central to how the Company manages performance related remuneration and its integration into the total remuneration structure. The extent to which executives meet or exceed the performance objectives as set out in the performance management system influences the calculation of short-term incentives as well as executives' ability to participate in the Company's long-term incentive programs. Performance as measured under the performance management system is also taken into consideration in reviewing fixed remuneration.

The total remuneration levels for executive Key Management Personnel are illustrated in the tables on pages 9 and 10 of this Report. The balance of fixed and performance related remuneration for executive Key Management Personnel is illustrated in the table on page 11 of this Report.

Following a market competitiveness review in December 2005, an adjustment to fixed remuneration and a supplementary long-term incentive grant was offered to a limited number of executives in order to align their total remuneration with that of the market.

Fixed Remuneration

Depending on the country in which the executive is employed, an executive's fixed pay is expressed as a "Total Employment Cost" ("TEC") or as "salary plus benefits".

Where a TEC approach is adopted, an executive's fixed remuneration comprises benefits the executive has elected to receive in lieu of salary inclusive of any associated costs such as fringe benefits tax and mandatory superannuation, with the balance taken as cash salary. Where a "salary plus benefits"

approach is adopted, the salary is specified and the Company provides benefits to an executive consistent with the labour market practices in that jurisdiction.

Executives who are working in a country other than their usual country of residence are eligible to receive benefits in accordance with the Company's expatriate policies. CSL's expatriate policies are intended to compensate an executive for the additional commitment and costs associated with working in a different country. The Human Resources Committee periodically reviews these policies to ensure appropriateness and consistency with market practices.

The level of fixed remuneration paid to each executive is based on the executive's performance, skills and experience, the requirements for their role and their relevant labour market in terms of the particular industry and geographical location.

In setting fixed remuneration, the executive's total potential remuneration is taken into consideration to ensure appropriateness of the balance between fixed and performance related remuneration and also appropriateness of the resulting total potential remuneration level.

Executive fixed remuneration is reviewed annually to ensure that it remains market competitive for each executive and reflects any changes in an executive's role or relevant employment market conditions. The executive's performance as evaluated against objectives under the Company's performance management system significantly influences recommendations relating to fixed remuneration.

Any recommendations concerning the senior executive fixed remuneration levels are made by the Human Resources Committee to the Board for the Board's consideration.

Short-term Incentives

Short-term incentives may be awarded to employees based on their annual performance as evaluated under the CSL performance management system. In addition, the Human Resources Committee may recommend the establishment of specific incentive programs linked to the achievement of key corporate objectives, milestones or events. Short-term incentives are paid in cash.

All executive Key Management Personnel are eligible to receive an annual incentive under the Company's performance management system. This system facilitates consideration of appropriate performance metrics by the Company and by executives and provides the mechanism for the payment of incentives linked to measurable gains in the achievement of the Company's corporate objectives.

Under the performance management system, usually no more than 6 key performance objectives for a financial year are specified. The actions to achieve the stated objectives and indicators or measures to be applied in assessing an executive's performance against the objectives are also determined.

Typically, the performance objectives comprise elements relating to individual performance (specific business tasks), the performance of the relevant business division or function depending on the executive's role (eg revenue, costs targets) and in some cases, that of the CSL group.

Importantly, consistent with the philosophy of the short-term incentive percentage representing the potential short-term incentive, performance is assessed against the extent to which these objectives are exceeded and not simply met. As discussed below, the objectives directly relate to the

corporate objectives, strategic plans and financial budgets approved by the Board.

Accordingly, the specific short-term incentive objectives vary from executive to executive both in terms of their nature and the weighting of these objectives in accordance with the Company's priorities.

In relation to process, the Board approves the corporate objectives, strategic plans and financial budgets. The Board also approves the Managing Director's specific performance objectives established with reference to the Board approved corporate objectives, plans and budgets. The Managing Director specifically approves the performance objectives for other executives which are also based on the Board approved corporate objectives, plans and budgets and which are also linked to the Managing Director's performance objectives.

Annual performance objectives and assessment criteria are established consistent with the corporate objectives and business plans approved by the Board and the responsibilities of the executive's position. Upon completion of the annual performance period, performance reviews are then conducted. Proposed incentive payments are then derived from this process having regard to the established performance objectives and assessment criteria. The Human Resources Committee then considers the proposed incentive payments and makes a recommendation to the Board, for approval.

In relation to one-off incentive programs, on 16 March 2004, the Board approved an incentive linked to the successful integration of ZLB Behring based on integration metrics approved by the Board which were previously used to evaluate the Aventis Behring acquisition. A cash payment was payable to selected executives whose roles were deemed critical in ensuring a successful integration, in two tranches. The second tranche was payable during the current financial year after an assessment that the second year integration targets were met.

As with proposed incentive payments under the Company's performance management system, any proposed payments under the one-off incentive programs are considered by the Human Resources Committee with a recommendation for approval then made to the Board.

Further details relating to payments under the short-term incentive programs are set out on pages 9 and 10 of this Report.

Long-term Incentives

Long-term incentives are reserved for employees who have performed to a required performance level and who are regarded as being of strategic and/or operational importance to the Company, and for prospective key employees. The Company used the CSL Performance Rights Plan approved by shareholders at the 2003 annual general meeting for this purpose during the financial year.

Performance Rights Plan

The number of Performance Rights issued to an executive is dependent upon an executive's long-term incentive percentage and the Company's share price. In the case of executive directors, any allocations of Performance Rights are also subject to shareholder approval. Shareholder approval was obtained at the 2003 annual general meeting for up to 350,000 performance rights to be issued in total to Dr Brian McNamee and Mr Tony Cipa over three years.

During the financial year, Performance Rights were granted as equity compensation benefits to executive directors and executive Key Management Personnel on the basis that they were strategically and/or operationally important employees who had performed to a required performance level as evaluated under the Company's performance management system.

The Performance Rights were issued for no consideration. Each Right entitles the holder to subscribe for one fully paid ordinary share in the entity for either nil or nominal consideration. A Performance Right may only be exercised when it has become a Vested Performance Right, Unvested Performance Rights cannot be exercised and lapse on termination of employment. Vested Performance Rights can be exercised from the date they become Vested Performance Rights until they lapse which is 7 years from their issue date.

Performance Rights may become Vested Performance Rights if the Company satisfies specific performance hurdles during specified Performance Periods.

The minimum Performance Period is 3 years. If all eligible Performance Rights do not vest at the end of this period, performance may be reassessed at one-yearly intervals for up to a further two vears. Any Performance Rights which remain unvested after the last reassessment will lapse.

The measure used in the Performance Hurdle is the Company's Total Shareholder Return (TSR) relative to that of the companies comprising the ASX top 100 by market capitalisation (excluding companies with the GICS industry codes of commercial banks, oil and gas and metals and mining). The Peer Groups for various allocations were established on 1 October 2003, 31 March 2004, 1 October 2004, 7 June 2005 and 20 December 2005 and are stipulated in the documents evidencing the respective grants.

The Board views TSR as an appropriate measure to assess long-term performance as this measure closely reflects shareholder requirements in terms of share price growth and distributions. Also, the extent to which longer-term corporate objectives are achieved should be reflected in the Company's share price and dividend paying capacity over this time.

Given the Company's relevant capital markets, the Board's view is that the Peer Group best represents the jurisdiction and also the companies with which CSL competes for capital. As the Company is employing a relative TSR measure, the Board's opinion was to exclude from the Peer Group companies operating in distinctive industries not relevant to CSL (such as mining companies).

The performance hurdle is defined so that a proportion of Performance Rights vest when a minimum target is reached and this proportion increases as performance exceeds the minimum target.

In relation to Performance Rights granted to date, if the Company's performance in terms of TSR ranking places it below the 50th percentile at every Test Date, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile on any Test Date, all of the Performance Rights, which have reached or exceeded the minimum Performance Period of 3 years will vest. 50% of the eligible Performance Rights vest upon CSL being ranked at the 50th percentile with the balance vesting on a straight line basis between the $50th$ and $75th$ percentiles. The data used to assess performance is provided by external advisers.

Future Long-term Incentive Arrangements

The Board has determined that future long-term incentive grants to executives will incorporate both Performance Rights and Performance Options (each with a different performance hurdle) to provide a more appropriate balance of risk, a more leveraged incentive and broader performance measurement criteria. The use of these two types of equity is expected to closer align reward with corporate performance, increase the market competitiveness of the total remuneration package, and facilitate the attraction and retention of high calibre executives.

Each long-term incentive grant will generally consist of 50% Performance Rights and 50% Performance Options. For a specified group of Senior Leadership Executives, a mix of 40% Performance Rights and 60% Performance Options will be granted. This latter group includes the CEO and Managing Director and Executive Key Management Personnel.

The Performance Rights will continue to be granted on a similar basis as described above. The performance hurdle attached to Performance Rights will be a relative TSR hurdle with a peer group as described above. Vesting will occur where the Company's TSR ranking is at or above the $50th$ percentile.

The Performance Options will be issued for nil consideration with an exercise price equal to the volume weighted average CSL share price over the week up to and including the day of grant.

The performance hurdle for the Performance Options will be an earnings per share (EPS) measure. It is expected that the initial target will be 10% compound EPS growth per annum measured from 30 June in the financial year preceding the grant of options until 30 June in the financial year prior to the relevant test date. Either none or all of the Performance Options are exercisable depending on whether this target is achieved.

The Board considers that an EPS performance hurdle is appropriate since a key approved corporate objective is the pursuit of sustainable earnings growth.

Performance Rights and Performance Options will be issued for a term of seven years and begin to be exercisable, subject to satisfying the relevant performance hurdle, after the second anniversary of the date of grant as detailed in the table below:

Grant date anniversary -yid зrб лh
Percentage
οt
Performance Rights and
Options vested
25% 35% 40%

If the portion tested at each anniversary meets the relevant performance hurdle, that portion of rights and options will vest and become exercisable until the expiry date. If the portion tested fails to meet the performance hurdle the portion will be carried over to the next anniversary and retested. After the fifth anniversary, any Performance Rights and Performance Options not vested will lapse.

Importantly, there is an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the Performance Rights and Performance Options, a satisfactory (or equivalent) rating under the Company's performance management system.

There will be no company provided loans as part of the future long-term incentive arrangements.

SESOP II

The Senior Executive Share Ownership Plan II ("SESOP II") had previously been used for the purpose of delivering longterm incentives. SESOP II was approved by special resolution at the annual general meeting of the Company on 20 November 1997.

Under this program, options were issued for a term of seven years and began to be exercisable, subject to satisfying the performance hurdle, after the third anniversary of the date of grant. An allocation could be fully exercisable after 5 years. The exercise price was calculated using the weighted average price over the 5 days preceding the issue date of the option.

For the options to be exercisable, a performance hurdle relating to earnings per share for CSL ordinary shares had to be met. Specifically, for the period from the financial year preceding the grant of options until the financial year prior to the date of exercise, pre-abnormal earnings per share had to increase by seven percent compound per annum. Either none or all of the options are exercisable depending upon whether this target is achieved.

In addition, there was also an individual employee hurdle requiring an executive to obtain for the financial year prior to exercise of the options, a satisfactory rating under the Company's performance management system.

In relation to grants of options made in previous financial years, the Board's view was that an earnings per share performance hurdle was most appropriate given a key approved corporate objective of pursuing sustainable growth.

Under the rules of SESOP II, participants could be provided with a loan to fund the exercise of the options. Consequently, no loan was made to the recipients of options until the option was exercised and no amounts were recorded in receivables until the option was exercised. Interest equivalent to the aftertax cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%) was charged on the loan.

No options were issued under SESOP II during the 2006 financial year.

During the past fiscal year, the SESOP II loan terms were adjusted to enable the Company to seek loan repayment where the market value of the shares issued to an individual participant falls to 110% or less of the total exercise price. This mechanism will ensure that the full loan amount remains recoverable by the Company.

Relationship between Company Performance & Executive Remuneration

Over the last 5 years, reward delivered under the long-term incentive component of executive remuneration has been dependent on CSL's EPS growth or TSR performance. As discussed earlier, from the 2007 financial year the long-term incentive arrangements will be dependent on both the EPS growth and TSR performance of CSL.

The table below illustrates the Company's annual compound growth in basic earnings per share (EPS) for the three possible test dates for each SESOP allocation. Options granted under SESOP and SESOP II have vested where the 7% hurdle of annual compound growth is achieved after taking into account exceptional items.

Financial Year
Alccation 2m 2001 2002 2m 21 A 2M5
1007 19% 23% a sa $\tilde{\mathbb{Z}}$
1998
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24% 1999 - Jan Ja
1999

ш


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1.1111
15%
2000

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18% $2\%$


2001 $-0.0000$
5

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24% 30%
2002 W.
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Maria a 1282328282828282 23% 30%
2003
m
________

To date each allocation of options has satisfied the performance hurdle before their expiry date. Accordingly, except for options lapsing in accordance with the Rules (eg termination of employment), all options that have met the time-related vesting requirements have vested.

As mentioned earlier in this Report, short-term incentives are principally managed by the Company's performance management system, and until July 2003, long-term incentives were delivered through SESOP and SESOP II using options having an EPS hurdle. Accordingly, until July 2003, there was no direct link between TSR and performance related pay except to the extent that EPS could influence TSR.

Since October 2003, the Company has provided long-term incentives using Performance Rights which have a TSR hurdle. While no Performance Period has yet been completed for any allocation, the table below summarises the prospect of Performance Rights vesting given the Company's relative TSR performance over the Performance Period to date. The data is indicative of results as if tested on 30 June 2006.

Peer
Group
Establishment Date
Company
TSR as at
$30$ $\mu$ me
2006
Indicative
Percentile
Rank t
Indicative
Number
of Rights
Vesting t
1 October 2003 247% 100.0 100%
31 March 2004 164% 98.7 100%
1 October 2004 93% 94.9 100%
7 June 2005 85% 100.0 100%
20 December 2005 32% 96.2 100%

All Performance Rights vest at the $75th$ percentile

Director and Executive Contracts

Non Executive Directors

Non-executive directors are subject to ordinary election and rotation requirements as stipulated in the ASX Listing Rules and the Company's Constitution. Accordingly, there are no specific employment contracts with non-executive directors.

Executive Key Management Personnel

All executive Key Management Personnel are employed under a service contract. Each contract outlines the key terms of employment including the executive's fixed remuneration. The potential short-term incentive may also be stipulated in the contract or be governed by the Company's remuneration policy which governs the level of short-term incentives applicable to seniority levels.

It is the Company's general practice that employment contracts for executives do not have a fixed term.

It is the Company's policy that employment contracts for executives contain provisions for termination with notice or payment in lieu thereof and for termination by the Company without notice for serious misconduct and breach of contract.

Certain executives may be entitled to receive a termination payment in addition to notice where the Company terminates employment with the executive. In all circumstances, termination payments are not required to be made where termination of employment by the Company occurs for serious misconduct and breach of contract.

The notice period required to be given by the employee or the Company along with any termination payments to which they may be eligible are set out in the table below. With the exception of Tom Giarla whose termination payment may include potential bonuses, termination payments for all executives are expressed in months and calculated by reference to TEC or salary (excluding benefits) which the executive would have earned over that time.

Notice Period Notice Period Termination
by Company by Employee Payments
Executive Directors
B A McNamee 6 months 6 months 12 months
¦A M Cipa 6 months 6 months
ž
–12 months
÷.
Key Management Personnel
≀P Turner 6 months 6 months 12 months
∛C Armit 1 6 months 6 months None
P Bordonaro 2 3 months 3 months 12 months
A Cuthbertson 6 months 6 months 12 months
P Turvey 6 months 6 months 12 months
K Milroy 3 3 months 3 months 12 months
A von Bibra 6 months 6 months 12 months
∑T Giarla 4 6 months 6 months 12 months
š

1 The Company and Mr C Armit entered into a fixed term contract beginning 14 November 2005 and ending 31 December 2007. The Company cannot terminate this agreement before 31 December 2007 except in the case of material under-performance whereupon 6 months notice is required, or termination for serious misconduct or breach of contract.

$2$ The Company and Mr P Bordonaro entered into a fixed term contract beginning 1 February 2006 and ending 31 March 2008. Under the new employment arrangements Mr P. Bordonaro ceased to be a Key Management Personnel from 1 February 2006. The notice periods and termination payments disclosed reflect those that were in place while Mr P Bordonaro was a Key Management Personnel.

3 Mr K Milroy ceased to be a Key Management Personnel on 6 January 2006. The notice periods and termination payments disclosed reflect those that were in place while Mr K Milroy was a Key Management Personnel.

4 Mr T Giarla is currently on an international assignment contract. The term of the assignment is from 16 January 2006 to 1 February 2009 with an option to extend by 12 months by mutual agreement with the company. Should Mr T Giarla be made redundant during or at the conclusion of the assignment, a termination payment consisting of 1 year base salary (or USD300,000, whichever is greater), 100% of annual short-term incentive potential (or USD150,000, whichever is greater), health benefits for 2 years after termination date, and USD32,000 as compensation for other ongoing benefits. Resignation within the initial 2 years of the assignment or at the end of the assignment results in a termination payment as described above unless a suitable role is found in the United States

Director and Executive Remuneration

Director Remuneration

Primary
Post employment Other Long Term Share Based Payments
Cash salary Cash Bonus' Non- Super- Other Long Service Termination Performance Options 4 Total
and gross Monetary annuation Benefits Leave Benefits $R\hat{g}his^4$
fees 2 Benefits
S š S s s s š. š. s s
Executive Directors
Dr B A McNamee 2006 1,542,374 1,500,000 17.695 42,060 160,629 610,904 3,873,662
Managing Director 2005 1,473,607 1,306,006 68,678 40.202 143,735 246,680 3,272,302
A M Cipa 2006 610,568 543,000 1,828 47,400 ۰ 65,166 275,017 1,542,979
Finance Director 2005 525,416 495,000 2,565 42,531 46.990 138,349 31.269 1,282,120
Non-executive Directors
P H Wade 2006 275,000 24,750 299,750
Chairman 2005 235,000 21,150 256,150
J Akeharst 2006 126,250 11,363 137,613
Non-executive director 2005 108,750 9,788 118,538
E A Alexander 2006 145,000 13,050 158,050
Non-executive director 2005 127,500 11.475 138,975
I A Renard 2006 128,750 11.587 140,337
Non-executive director 2005 118,750 10,688 129,438
M A Renshaw i 2006 128,750 11,587 140,337
Non-executive director 2005 110,000 9,900 119,908
K J Roberts 2006 135,000 12,150 147,150
Non-executive director 2005 120,000 10,800 130,800
A C Webster 2006 126,250 11,363 137,613
Non-executive director 2005 117,500 10,575 128,075
Total of all Directors 2006 3,217,942 2,043,000 19,523 185,310 225,795 885,921 6,577,491
2005 2,935,923 1,795,800 71,243 167,109 190,725 385,029 31,269 5,576,298

1 Mr M A Renshaw commenced 20 July 2004

$3\overline{)}$ As disclosed on page 3 of this Report under the section titled "Non-Executive Director Remuneration", nonexecutive directors participate in the NED Share Plan under which non-executive directors are required to take at least 20% of their fees in the form of shares in the Company which are purchased on-market at prevailing share prices.

$3$ As disclosed on 5 of this Report under the section titled "Short-term Incentives", executive directors were entitled to receive one-off bonuses linked to meeting performance objectives relating to the successful integration of ZLB Behring.

Included in the cash bonuses are the following ZLB integration bonuses which were paid in 2 tranches in the 2005 financial year and 2006 financial year:

Year Performance
Bonus
ZŁB
Integration
Bonus
Total
Cash
Bonus
Dr B A 2006 \$750,000 \$750,000 \$1,500,000
McNamee 2005 \$650,000 \$650,000 \$1,300,000
Mr A M 2006 \$297,000 \$246,000 \$543,000
Cipa 2005 \$275,000 \$220,000 \$495,000

In relation to the ZLB integration bonus, the bonus was dependant upon achieving 95% of the earnings and cash flow integration targets based on integration metrics used by the Board to evaluate the Aventis Behring acquisition.

4 The options and rights have been valued using a combination of the Binomial and Black Scholes option valuation methodologies as at the grant date adjusted for the probability of performance hurdles being achieved. This valuation was undertaken by PricewaterhouseCoopers.

The amounts disclosed in remuneration have been determined by allocating the value of the options and performance rights evenly over the period from grant date to vesting date in accordance with applicable accounting standards. As a result, the current year includes options that were granted in prior years and therefore disclosed as part of the executive director's remuneration in prior years using the grant date basis of measurement.

Non Director Key Management Personnel Remuneration

Primary Post employment Other Long Term Share Based Payments
Cash salary and
fees
Cash Bonus 11 Non-Monctary
Benefits
Super-
esnaation
Retirement
Beachts
Long Service
Leave
Termination
Benefits
Pesformance
Rights 1
Options 3 Total
s S. s ×. ${\bf S}$ s s s \$ ¥.
P Turner 2006 886.025 886,683 34,384 78,696 85,192 209.144 158,340 2,338,464
President - ZLB Behring
(based in United States) 2005 1,008,492 762,440 4,172 78,260 395,940 83,514 200,002 2,532,820
C Armit 2006 396.340 107,500 61,993 35.401 19,016 96.027 105.560 821.837
President - CSL Pharmaceutical
(based in Australia) 2005 390,761 \$24,500 62,895 33,160 16,033 47,123 160,066 834,536
P Berdessro 2006 188,489 2,189 73,411 E06,268 370.357
General Manager - CSI. Bioplasma
(based in Australia) 2005 371.357 \$20,000 29,650 30,783 4,841 68,085 31,269 655,985
A Cathhertson 2006 424,586 157,500 91,085 32,598 41,039 89.167 158.140 994.315
Chief Scientific Officer
(based in Australia) 2005 356,772 105,000 53,614 24,747 16,829 37,166 173,777 767,905
P Turvey 2006 464,228 309,625 50,051 51,886 53.647 102.919 105,560 1,137.916
Company Secretary and General
Comset
(based in Australia) 2005 397,233 294,000 31,859 48,740 22,838 58,319 126,414 979,403
K Milroy 2006 224,512 132,000 20,383 30,013 45.491 160,675 613,974
General Manager - Human Resource
(based in Australia) 2005 376,665 258,566 23,495 33,913 5,535 20,896 82,156 800,806
T Ciarla 4 2096 256,269 460.754 58,070 23,237 67.780 206,582 1,072,692
President - Bioplasma Asia Pacific
(based in Australia)
A von Bibra s
2005 481,899 1,574,604 9,663 29,382 20,747 98,628 2,214,923
2006 134,513 174,185 27,977 9,796 22,346 23,103 103,662 495.582
General Manager - Human Resource
(based in Australia) 2005
Total of non-director 2006 2,974.962 2,228,247 346,132 335,038 221.240 739.899 998.719 7.844.237
Key Management Personnel 2005 3,383,179 3,239,110 215,348 278,985 461,596 335,848 872,312 8,786,378

1 Cash salary and fees, cash bonuses and superannuation paid in foreign currency have been converted to Australian dollars at the year end exchange rate. Both the amount of remuneration and any movement in comparison to prior years may be influenced by changes in the respective currency exchange rates.

2 Included in the cash bonuses are the following ZLB integration bonuses which were paid in 2 tranches in the 2005 financial year and 2006 financial year:

Year Performance
Bonus
ZLB
Integration
Bonus
Total Cash
Bonus
2006 \$449.757 \$436,926 \$886,683
P Turner 2005 \$381,220 \$381,220 \$762.440
2006 \$169,750 \$139,875 \$309,625
P Turvey 2005 \$168,000 \$126,000 \$294,000
K Milrov 2006 \$0 \$132,000 \$132,000
2005 \$120,664 \$137,902 \$258,566
A von 2006 \$90,000 \$84.185 \$174.185
Bibra 2005

3 The options and rights have been valued using a combination of the Binomial and Black Scholes option valuation methodologies as at the grant date adjusted for the probability of performance hurdles being achieved. This valuation was undertaken by PricewaterhouseCoopers.

The amounts disclosed have been determined by allocating the value of the options and performance rights evenly over the period from grant date to vesting date in accordance with applicable accounting standards. As a result, the current year includes options that were granted in prior years and disclosed as part of the executive's remuneration in prior years using the grant date basis of measurement.

$4$ In the 2005 financial year, T Giarla was entitled to receive a USD 300,000 non-compete payment (effective for up to 2 years) relating to the sale of JRH Biosciences and was also entitled to receive a USD 300,000 sign-on fee on entering into an employment agreement with CSL in lieu of further entitlements in connection with the sale of JRH Biosciences.

5 Ms A von Bibra became a Key Management Personnel during the 2006 financial year, therefore no amounts are disclosed for the 2005 financial year.

Executive Key Management Personnel

Fixed and Performance Remuneration Components

Remuneration Components
as a Proportion of Total
Remuneration
Remuneration
not linked to
company
performance 1
Performance Related Remuneration
Cash
Based
Equity Based
STI 2 Performance
Performance
Shares
Options
Total 3
Executive Directors
B A McNamee 46% 39% 16% $0\%$ 54% 100%
A M Cipa 47% 35% 18% $0\%$ 53% 100%
Key Management Personnel
P Turner 46% 38% 9% 7% 54% 100%
C Armit 61% 13% 12% 13% 39% 100%
P Bordonaro 71% 0% 29% $0\%$ 29% 100%
A Cuthbertson 59% 16% 9% 16% 41% 100%
P Turvey 54% 27% 9% 9% 46% 100%
K Milroy 45% 22% 7%
26%
55% 100%
T Giarla 31% 43% 6% 19% 69% 100%
A von Bibra 39% 35% 5% 21% 61% 100%

1Remuneration not linked to company performance means fixed remuneration as outlined in the section "Executive Remuneration Structure" on page 10 of this Report and comprises cash salary, superannuation and non monetary benefits (including interest on loans if any).

As stated under the section "Fixed Remuneration" on page 4 of this Report, any recommendations concerning senior executive fixed remuneration levels are significantly influenced by the executive's performance as assessed under the Company's performance management system.

2 Cash based STI includes any payments based on the executive's performance under the Company's performance management system as well as any payments pursuant to the specific one-off programs approved by the Board relating to the integration of ZLB Behring.

3 The balance between fixed and performance related pay and the relationship between short-term and long-term incentive percentages has been significantly influenced during the financial year as a result of eash based short-term incentive payments in connection with the integration of ZLB Behring.

Executive Key Management Personnel Performance Remuneration

Short term incentive 2006 3 Accounting Values being amortised in respect of the
2006 equity grants, in future years.
(A)
Remuneration
consisting of
options &
rights
(B)
Value of
Rights,
granted during
05/06, at grant
$\frac{1}{2}$
(C)
Value of
Options
exercised
during 05.06,
at exercise
date 4
(D)
Total of
columns
$(B)$ to $(C)$
Percentage
Awarded 1
Percentage
Nat
Awarded 6
2007
\$
2008
5
2009
\$.
2010
S
5 \$ s
Executive Directors
B A McNamee 83.3% 16.7% 682,471 684,341 666,625 204,281 16% 2,614,650 2,614,650
A M Cipa 90.0% 10.0% 266,702 267,432 260.759 81,713 18% 1.021,350 997,500 2,018,850
Key Management Personnel
P Turner 100.0% 252,665 253,357 245,430 65.334 16% 942,003 2,978,850 3,920,853
C Armit 62.5% 37.5% 48,466 48.599 45,412 25% 181,780 613,200 794.980
l₽ Bordonaro 48,466 48.599 45,412 29% 181,780 1,399,500 1,581,280
A Cuthbertson 87.5% 12.5% 138,405 138,784 136,253 49,412 25% 514,830 469,980 984,810
P Turvey 87.5% 12.5% 86,993 87,232 84,431 21,961 博覧 324,380 1,674,900 1,999,280
K Milroy 28,949 29,029 27,125 34% 108,580 24,080 132,660
T Giarla 37.5% 62.5% 44,563 44,685 41,754 26% 167,140 1,015,200 1,182,340
A von Bibra 75.0% 25.0% 21,468 21,527 20,115 26% 80,520 320,179 400,699

1 Short term incentive awarded and not awarded relates to the period ended 30 June 2006 only.

As mentioned on page 5 of this Report under the section "Short-term incentives", consistent with the philosophy of the short-term incentive percentage representing the potential short-term incentive, to be awarded 100% of short-term incentive, an executive is required to have exceeded all performance objectives. An executive who has obtained less than 100% of their incentive payment may have met all their objectives and exceeded some of their objectives but may not have exceeded all of the performance objectives.

$2$ The value has been determined at grant date and amortised in accordance with the applicable accounting standard requirements. The minimum value of the grant is Snil if the performance conditions are not satisfied.

3 Represents the value of options and rights that are granted to the person as part of their remuneration in the 2006 financial year. The value at grant date represents the accounting value of the grant.

4 Represents the value of options and rights that were granted to the person as part of their remuneration and that were exercised during the year. The value at exercise date has been determined by the share price at the close of business on exercise date less the option/right exercise price (if any) times by the number of options/rights exercised during 2006.

Executive Key Management Personnel Options and Rights Holdings

Performance Rights

Terms and Conditions for Performance Rights
Grants During 2006
Number
Balance at Vested Value per First Last
Balance at 1 Number 30 June During the Right at Exercise Exercise
July 2005 Granted 2006 Year Grant Date Grant Date Date Date
Executive Directors
B A McNamee 70,000 40,000 147.500 ÷ $15 -$ Jul $-05$ \$24.51 30-Sep-08 $7-Jun-12$
37,500 7-Mar-06 \$43.58 $20$ -Dec-08 $20 - Dec - 12$
A M Cipa 40,000 15,000 70,000 ÷ $15 -$ Jul $-05$ \$24.51 30-Sep-08 $7-Jun-12$
15,000 7-Mar-06 \$43.58 $20$ -Dec-08 $20 - Dec - 12$
Key Management Personnel
P Turner 24,800 17,650 54.350 ٠ $7 - Sep - 05$ \$24.40 $30 - Sep - 08$ $7 - Jun - 12$
11,900 6-Apr-06 \$42.97 $20$ -Dec-08 $20 - Dec - 12$
A Cuthbertson 11,100 5,250 25.550 $\ddot{ }$ $7 - Sep - 05$ \$24.40 $30 - Sep - 08$ $7 - J$ un-12
9,000 $6 -$ Apr $-06$ \$42.97 $20$ -Dec-08 $20 - Dec - 12$
P Turvey 17,100 6,250 27,550 ٠ $7 - Sep -05$ \$24.40 $30 -$ Sep $-08$ $7 - J$ un-12
4,000 $6 - Apr-06$ \$42.97 20-Dec-08 $20 - Dec - 12$
C Armit 14,400 7,450 21,850 ÷ $7-Sep-05$ \$24.40 $30 -$ Sep $-08$ $7-J$ un- $12$
P Bordonaro 20,800 7,450 28,250 ÷ 7-Sep-05 \$24.40 $30 -$ Sep $-08$ $7-Jun-12$
K Milroy 5,800 4,450 10.250 $\ddot{}$ $7 - Sep - 05$ \$24.40 $30 - \text{Sep} - 08$ $7-Jun-12$
T Giarla 6,000 6,850 12,850 ٠ 7-Sep-05 \$24.40 30-Sep-08 $7-Jun-12$
A von Bibra 1,500 3,300 4.800 $\cdot$ 7-Sep-05 \$24.40 $30 -$ Sep $-08$ 7-Jun-12
Total 211,500 191,050 402,550 $\qquad \qquad \blacksquare$

The Board has resolved to make grants of Performance Rights relating to the 2006 financial year subsequent to completing assessments under the Company's performance management system and annual reviews of executive remuneration levels. These are expected to be granted in October 2006.

SESOP and SESOP II Options

Vested and
Number
Number Balance at Vested Exercisable
Balance at 1 Number Number $L$ apsed / $30 \text{ km}$ e During the at 30 June
July 2005 Granted Exercised Forfeited 2006 Year 2006
Executive Directors
B A McNamee
A M Cipa 75,000 50.000 25,000 15,000 25,000
Key Management Personnel
P Turner 175,000 145,000 30,000 65,000
C Armit 90,000 40,000 50.000 70,000 30.000
P Bordonaro 75,000 75,000 15,000
A Cuthbertson 87,000 57.000 30.000 57,000
$P$ Turvey 100,000 80,000 20,000 40,000
K Milroy 70,000 28.000 42.000 7.000
T Giarla 103,500 45,000 58.500 54,000 36,000
A von Bibra 39,600 21,120 18.480 5,280
Total 815,100 541,120 273,980 328,280 91,000

In relation to the 2006 financial year, the Company used the CSL Performance Rights Plan approved by shareholders at the 2003 annual general meeting for long term incentive purposes. Accordingly, no options were issued under SESOP
If during the financial year. The last grant of options under
SESOP II was made in July 2003.

Executive Key Management Personnel Shares Issued on Exercise of Options and Rights

Date options
and rights
granted 1,2
Number of
shares
Paid \$ per
share
Unpaid \$
per share
Executive Directors
B A McNamee
A M Cipa Aug-2000 50,000 34.04
Key Management
Personnel
P Turner Aug-2000 100,000 34.04
Jul-2002 45,000 27.97
C Armit Feb-2000 40,000 23.07
A Cuthbertson Feb-2000 12,000 21.01
Jul-2002 45,000 27.97
P Turvey Aug-2000 50,000 34.04
Jul-2002 30,000 27.97
P Bordonaro Aug-2000 75,000 34.04
K Milroy Jun-2001 28,000 37.54
T Giarla Jul-2003 45,000 12.19
A von Bibra Jun-2001 21,120 37.54
Total 541,120

$\pm$ For all of the Options granted, the time-related vesting criteria was 60% of the allocation after 3 years from grant date, 20% after 4 years from grant and the balance of 20% after 5 years from grant date.

$2$ Refer to the table below for the balance of options and performance rights held by Key Management Personnel subsequent to exercise of the options and performance rights as set out above.

Directors and other Key Management Personnel Shareholding

Balance at 1 Options Other Balance at 30 Balance as of
July 2005 exercised changes June 2006 date of this
during year during year Report
Directors
BA McNamee 343,511 (50,000) 293,511 293,511
A M Cipa 8,547 50,000 (50,000) 8,547 8,547
PH Wade 30,910 1,241 32.151 32,151
J Akehusrt 6,313 531 6,844 6,844
EA Alexander 6,516 531 7.047 7,047
1 A Renard 6,373 $\overline{r}$ 531 6,904 6,904
M A Renshaw 659 Paranelle 531 1.199 1,190.
K J Roberts 5,838 (469) 5.369 5,369
A C Webster 8,842 531 9.373 9,373
Key Management Personnel
P Turner 12,242 145,000 (145,000) 12,242 12,242
C Armit 110,910 40,000 (80,000) 70,910 70,910
P Bordonaro 26,760 75,000 (101,000) 7697 760
A Cuthbertson 48,379 57,000 (48,000) 57.379 57,379
P Turvey 46,971 80,000 (75, 713) 51.258 51,258
K Milroy 36,603 28,000 (62, 832) 1,771 1,771
T Giarla 45,000 (45,000)
A von Bibra 1,283 21,120 (21,765) 638 638
Total 700,657 541,120 (675, 883) 565,894 565,894

Loans to Executive Key Management Personnel

Details of the aggregate of loans to Key Management Personnel are as shown:

Opening
Balance
Interest
Charged
Interest Not
Charged
Closing
Balance
Number in
Group, 30
\$'000 $$^{000}$ \$'000 \$'000 June 2006
Executive Directors 2006 941 37 20 493
20051 1,882 71 71 941
Key Management 2006 5,041 112 212 4,938 8
Personnel 20051 1,930 72 218 5,041 10
Total Executive Directors and 2006 5,982 149. 232 5,431 10
Key Management Personnel 2005 3,812 143. 289 5,982 12

Details of individuals with loans in the reporting period are as follows:

Balance at Interest Interest Balance at Highest
1 July Charged Not 30 June Owing in
2005 Charged 2006 Period
\$'000 \$1000 \$'000 \$'000 \$'000
Executive Directors
B A McNamee 893 35 18 447 893
A M Cipa 48 46 4X
Key Management Personnel
P Tumer 110 110 110
C Armit 2.537 40 62 1.615 3.460
P Bordonaro 330 330
A Cuthbertson 1.008 37 91 1,511 1.784
P Turvey 593 20 50 1.702 1.702
K Milroy 463 463
T Giarla 11

All of the loans relate to SESOP and SESOP II under which Key Management Personnel were provided with loans to fund the exercise of options. SESOP was terminated by the Company and there are no longer any outstanding options under SESOP. No grants of options have been made under SESOP II since July 2003.

Loans to Key Management Personnel relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2%. This is based on interest

being charged equivalent to the after-tax cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%).

Interest not charged represents the difference between the average commercial rate of interest during the year (7%) and interest charged to the individual.

16. Other Transactions and Balances with Directors and other Key Management Personnel

The directors and other key management personnel and their related entities have the following transactions with entities within the consolidated entity that occur within a normal

employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing at arm's length in similar circumstances:

  • The Company has a number of contractual relationships including property leasing and research collaborations with the University of Melbourne of which Mr Ian Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council.
  • The parent entity made contributions during the financial year to the CSL Superannuation Plan. Dr B A McNamee is a shareholder of the Plan's trustee company, but not a member of the Plan.

17. Indemnification of Directors and Officers

During the financial year, the insurance and indemnity arrangements discussed below were in place concerning directors and officers of the consolidated entity:

The Company has entered into a Director's Deed with each director regarding access to Board papers, indemnity and insurance. Each Deed provides:

  • $(a)$ an ongoing and unlimited indemnity to the relevant director against liability incurred by that director in or arising out of the conduct of the business of the Company or of a subsidiary (as defined in the Corporations Act) or in or arising out of the discharge of the duties of that director. The indemnity is given to the extent permitted by law and to the extent and for the amount that the relevant director is not otherwise entitled to be, and is not actually, indemnified by another person or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the director in relation to that corporation:
  • $(b)$ that the Company will maintain, for the term of each director's appointment and for seven years following cessation of office, an insurance policy for the benefit of each director which insures the director against liability for acts or omissions of that director in the director's capacity or former capacity as a director of the Company; and
  • the relevant director with a right of access to Board $(c)$ papers relating to the director's period of appointment as a director for a period of seven years following that director's cessation of office. Access is permitted where the director is, or may be, defending legal proceedings or appearing before an inquiry or hearing of a government agency or an external administrator, where the proceedings, inquiry or hearing relates to an act or omission of the director in performing the director's duties to the Company during the director's period of appointment.

In addition to the Director's Deeds, Rule 146 of the Company's Constitution requires the Company to indemnify each "officer" of the Company and of each wholly owned subsidiary of the Company out of the assets of the Company "to the relevant extent" against any liability incurred by the officer in the conduct of the business of the Company or in the conduct of the business of such wholly owned subsidiary of the Company or in the discharge of the duties of the officer unless incurred in circumstances which the Board resolves do not justify indemnification.

For this purpose, "officer" includes a director, executive officer, secretary, agent, auditor or other officer of the Company. The indemnity only applies to the extent the Company is not precluded by law from doing so, and to the extent that the officer is not otherwise entitled to be or is actually indemnified by another person, including under any insurance policy, or out of the assets of a corporation, where the liability is incurred in or arising out of the conduct of the business of that corporation or in the discharge of the duties of the officer in relation to that corporation.

The Company paid insurance premiums of \$678,937.89 in respect of a contract insuring each individual director of the Company and each full time executive officer, director and secretary of the Company and its controlled entities, against certain liabilities and expenses (including liability for certain legal costs) arising as a result of work performed in their respective capacities, to the extent permitted by law.

18. Auditor independence and non-audit services

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the company and/or the consolidated entity are important.

Details of the amounts paid or payable to the entity's auditor, Ernst & Young for non-audit services provided during the year are set out below. The directors, in accordance with the advice received from the Audit and Risk Management Committee, are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of nonaudit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure that they do not impact the impartiality and objectivity of the auditor
  • none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor's own work, acting in a management or a decision making capacity for the company, acting as an advocate for the company or jointly sharing economic risks and rewards.

A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 accompanies this Report.

Ernst & Young and its related practices received or are due to receive the following amounts for the provision of non-audit services:

Due diligence and completion audits \$16,000
Compliance and other audits \$194,243
\$210.243

19. Rounding

The amounts contained in this report and in the financial report have been rounded to the nearest \$1,000 (where rounding is applicable) unless specifically stated otherwise under the relief available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.

This report has been made in accordance with a resolution of directors.

Signed

Peter H Wade (Director)

Signed

Brian A McNamee (Director)

Melbourne

23 August 2006

EU ERNST & YOUNG

■ Ernst & Young Building 8 Exhibition Street Melbourne VIC 3000 Australia

■ Tel 61 3 9288 8000 Fax 61 3 8650 7777

GPO Box 67 Melbourne VIC 3001

Auditor's Independence Declaration to the Directors of CSL Limited

In relation to our audit of the financial report of CSL Limited for the financial year ended 30 June 2006, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Ernst & Young

Ivan Wingreen Partner 23 August 2006

CSL Limited and its controlled entities Financial Report

CSL Limited and its controlled entities Income statement

Consolidated Entity
Notes Operating
2006
\$000
Contingent
Consideration
(Note 5)
\$000
Total
2006
\$000
2005
\$000
Continuing operations
Sales revenue 3 2,848,908 2,848,908 2,608,965
Cost of sales (1,703,033) (1,703,033) (1,618,833)
Gross profit 1.145.875 $\mathbf{w}$ 1,145,875 990,132
Other revenues 3 54,624 54,624 41,294
Other income 3 2,081 2,081
Research and development expenses (161, 023) (161, 023) (140, 958)
Selling and marketing expenses (339, 863) $\blacksquare$ (339, 863) (324, 866)
General and administration expenses (161, 197) (328, 515) (489, 712) (116, 504)
Finance costs 3 (41, 517) (41, 517) (38, 815)
Profit before income tax expense 498,980 (328, 515) 170,465 410,283
Income tax expense 4 (148,087) 94,979 (53, 108) (175, 554)
Net profit from continuing operations 23 350,893 (233, 536) 117,357 234,729
Discontinued operations
Profit after tax from discontinued operations 6 253,045
Profit attributable to members of the parent entity 23 350,893 (233, 536) 117,357 487,774
Earnings per share Cents Cents Cents
Basic earnings per share for profit from continuing
operations
34 192.77 64.47 119.77
Basic earnings per share for profit from discontinuing
operations
34 129.11
Basic earnings per share for profit attributable to members 34 192.77 64.47 248.88
Diluted earnings per share for profit from continuing
operations
34 184.25 61.62 116.39
Diluted earnings per share for profit attributable to members 34 184.25 61.62 241.86

CSL Limited Income statement

Parent Entity
2006 2005
Notes \$000 \$000
Continuing operations
Sales revenue 3. 346,822 363,320
Cost of sales (171, 356) (170, 853)
Gross profit 175,466 192,467
Other revenues 3 35,016 30,998
Other income 3 1,660
Research and development expenses (79, 509) (59, 192)
Selling and marketing expenses (47, 785) (42, 517)
General and administration expenses (58, 419) (56, 558)
Finance costs 3 (4,826) (387)
Profit before income tax expense 21,603 64,811
Income tax expense 4 (5, 569) (9,516)
Profit attributable to members of the parent entity 23 16,034 55,295

CSL Limited and its controlled entities Balance sheet

As at 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
Notes \$000 \$000 \$000 \$000
CURRENT ASSETS
Cash and cash equivalents 7 753,694 723,842 177,290 461,769
Trade and other receivables 8 593,679 559,227 99,734 71,283
Current tax assets 18 6,889 6,889
Inventories 9 973,427 946,583 66,426 59,451
Other financial assets 10 7,872
Total Current Assets 2,335,561 2,229,652 350,339 592,503
NON-CURRENT ASSETS
Trade and other receivables 8 17,673 14,026 11,117 20,041
Other financial assets 11 4,728 16,566 1,232,935 1,232,905
Property, plant and equipment 12 816,336 769,143 268,881 261,402
Deferred tax assets 13 187,432 76,659
Intangible assets 14 820,841 786,435 20,000 20,000
Retirement benefit assets 15 3,514 50 1,840
Total Non-Current Assets 1,850,524 1,662,879 1,534,773 1,534,348
TOTAL ASSETS 4,186,085 3,892,531 1,885,112 2,126,851
CURRENT LIABILITIES
Trade and other payables 16 388,979 398,555 688,999 595,199
Interest-bearing liabilities and borrowings 17 463,632 15,141
Current tax liabilities 18 88,038 37,130
Provisions 19 85,885 81,891 26,115 17,848
Deferred government grants 20 371 296 371 296
Retirement benefit liabilities 15 4,635 $\blacksquare$
Total Current Liabilities 1,031,540 533,013 715,485 613,343
NON-CURRENT LIABILITIES
Interest-bearing liabilities 17 595,197 995,839
Non-current tax liabilities 18 5,043
Deferred tax liabilities 13 61,767 78,277 1,715 9,958
Provisions 19 408,053 78.546 5,223 16,391
Deferred government grants 20 4,093 2,664 4,093 2,664
Retirement benefit liabilities 15 90,588 95,667 $\bullet$ 159
Total Non-Current Liabilities 1,164,741 1,250,993 11,031 29,172
TOTAL LIABILITIES 2,196,281 1,784,006 726,516 642,515
NET ASSETS 1,989,804 2,108,525 1,158,596 1,484,336
EQUITY
Contributed equity 21 994,101 1,223,466 994,101 1,223,466
Reserves 22 (55, 767) (183,006) 13,351 2,803
Retained earnings 23 1,051,470 1,068,065 151,144 258,067
TOTAL EQUITY 24 1,989,804 2,108,525 1,158,596 1,484,336

CSL Limited and its controlled entities

Statement of recognised income and expense
for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
Notes \$000 \$000 \$000 \$000
Profit for the year 117,357 487,774 16,034 55,295
Exchange differences on translation of foreign operations, net of
hedges
22 116,691 (196, 973)
Gains (losses) on available-for-sale financial assets, net of tax 22 (101) (101)
Actuarial gains (losses) on defined benefit plans, net of tax 23 (9,558) (16, 136) 1,437 38
Net income (expense) recognised directly in equity 107,032 (213, 109) 1,336 38
Total recognised income and expense for the year
attributable to equity holders
24 224,389 274.665 17,370 55,333

CSL Limited and its controlled entities Cash Flow Statement

Consolidated Entity Parent Entity
2006 2005 2006 2005
Notes \$000 \$000 \$000 \$000
Cash flows from Operating Activities
Receipts from customers (inclusive of GST) 2,982,382 2,698,158 373,303 369,640
Payments to suppliers and employees (inclusive of GST) (2,324,695) (2,073,331) (329, 539) (291, 294)
Cash generated from operations 657,687 624,827 43,764 78,346
Income taxes (paid)/received (127, 727) (43,299) 4,173 (14, 620)
Interest received 24,767 16,954 8,438 12,384
Finance costs paid (32, 563) (30,660) (324) (387)
Net cash inflow from operating activities 32 522,164 567,822 56,051 75,723
Net cash outflow from operating activities - discontinued operations 6 9,566
Net cash inflow from operating activities - continuing operations 522,164 577,388 56,051 75,723
Cash flows from Investing Activities
Proceeds from sale of property, plant and equipment 2,739 712 281 13
Proceeds (payments) from the sale of business unit (14, 920) 460,135
Dividends received 396 2,661
Payments for property, plant and equipment (122,065) (105, 015) (38, 881) (32,029)
Payments for other investments (132) (277) (132) (277)
Payments for intellectual property (8,548) (9,001)
Payments for restructuring of acquired entities and businesses (10, 086) (83,967)
Payments for onerous contracts (5,025) (14, 682)
Income tax on profit on sale of business unit (30, 433) (20, 624)
Net cash inflow/(outflow) from investing activities (157, 641) 217,472 (36, 071) (52, 917)
Net cash outflow from investing activities - discontinued operations 6 14,868
Net cash inflow/(outflow) from investing activities - continuing
operations
(157, 641) 232,340 (36,071) (52, 917)
Cash flows from Financing Activities
Proceeds from issue of shares 21 51,711 16,970 51,711 16,970
Payments for shares bought back 21 (281, 538) (317,795) (281, 538) (317, 795)
Dividends paid (124, 394) (63, 508) (124, 394) (63, 508)
Advances from subsidiaries 49,762 790,596
Proceeds from borrowings
Repayment of borrowings
(2,082) 268,617
(70, 972)
Net cash inflow/(outflow) from financing activities (356.303) (166, 688) (304, 459) 426,263
Net cash flow from financing activities - discontinued operations 6
Net cash inflow/(outflow) from financing activities - continuing
operations (356, 303) (166, 688) (304, 459) 426,263
Net increase/(decrease) in cash and cash equivalents - continuing
operations 8,220 643,040 (284, 479) 449,069
Net decrease in cash and cash equivalents - discontinued operations 6 (24, 434)
Net increase in cash and cash equivalents 8,220 618,606 (284, 479) 449,069
Cash and cash equivalents at the beginning of the financial year
Exchange rate variations on foreign cash and cash equivalent
719,751 110,343 461,769 12,700
balances 20,017 (9, 198)
Cash at the end of the financial year 32 747,988 719,751 177,290 461,769

for the year ended 30 June 2006

$\mathbf{1}$ Summary of Significant Accounting Policies

The financial report of CSL Limited (the Company) for the year ended 30 June 2006 was authorised for issue in accordance with a resolution of the directors on 23 August 2006.

(a) Statement of compliance

This general purpose financial report has been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Compliance with AASBs ensures that the financial report, comprising the financial statements and notes thereto, complies with the International Financial Reporting Standards (IFRS).

This is the first financial report prepared in accordance with the Australian equivalents to the International Financial Reporting Standards (AIFRS) and AASB 1 First-Time adoption of Australian Equivalents to International Financial Reporting Standards has been applied. The consolidated entity has taken the exemption available under AASB 1 to only apply AASB 7 Financial Instruments: Disclosure, AASB 132 Financial Instruments: Presentation and AASB 139 Financial Instruments: Recognition and Measurement from 1 July 2005. An explanation of how the transition to AIFRS has affected the reported financial position, financial performance and cash flows of the consolidated entity and the Company is provided in note 37.

Except for the revised AASB 119 Employee Benefits (issued December 2004) and AASB 7 Financial Instruments: Disclosure (Issued August 2005), Australian Accounting Standards that have been issued or amended subsequent to 1 July 2005, but are not yet effective or adopted by the consolidated entity for the annual reporting period ended 30 June 2006 are as follows:

AASB
amendment /
standard
Affected Standard(s) Nature of change to
accounting policy
Application date
of standard
Application date
for the
consolidated
entity
2004-3 AASB 1 First-time adoption of
AIFRS, AASB 101 Presentation
of Financial Statements and
AASB 124 Related Party
Disclosures.
No change to accounting
policy required. Therefore
no impact.
1 January $2006^{\textit{it}}$ 1 July 2006
2005-1 AASB 139: Financial
Instruments: Recognition and
Measurement
No change to accounting
policy required. Therefore
no impact.
1 January $2006''$ 1 July 2006
2005-4 AASB 139 Financial
Instruments: Recognition and
Measurement, AASB 132
Financial Instruments:
Disclosure and Presentation,
AASB 1 First-time adoption of
AIFRS, AASB 1023 General
Insurance Contracts and AASB
1038 Life Insurance Contracts
No change to accounting
policy required. Therefore
no impact.
1 January $2006^{\textit{it}}$ 1 July 2006
2005-5 AASB 1: First time adoption of
AIFRS.
AASB 139: Financial
Instruments: Recognition and
Measurement
No change to accounting
policy required. Therefore
no impact.
1 January $2006^{\textit{it}}$ 1 July 2006
2005-6 AASB 3: Business
Combinations
No change to accounting
policy required. Therefore
no impact.
1 January 2006" 1 July 2006
2005-9 AASB 4: Insurance contracts.
AASB 1023: General Insurance
Contracts.
AASB 132: Financial
Instruments: Presentation and
Disclosure.
AASB 139: Financial
Instruments: Recognition and
Measurement
Change to accounting policy
required. However, no
material impact on the
current financial years
financial statements.
1 January $2006''$ 1 July 2006

for the year ended 30 June 2006

$\ddagger$ Summary of Significant Accounting Policies (continued)

(a) Statement of compliance (continued)

AASB
amendment /
standard
Affected Standard(s) Nature of change to
accounting policy
Application date
of standard
Application date
for the
consolidated
entity
2005-10 AASB 1: First time adoption of
AIFRS.
AASB 4: Insurance contracts,
AASB 101: Presentation of
Financial Statements,
AASB 114: Segment Reporting,
AASB 117: Leases,
AASB 133: Earnings per Share,
AASB 132: Financial
Instruments: Presentation and
Disclosure.
AASB 139: Financial
Instruments: Recognition and
Measurement
AASB 1023: General Insurance
Contracts.
AASB 1038: Life Insurance
Contracts.
No change to accounting
policy required. Therefore
no impact.
1 January $2006^{\textit{it}}$ 1 July 2006
2006-1 AASB 121: The Effects of
Changes in Foreign
Exchange Rates
No change to accounting
policy required. Therefore
no impact.
31 December 2006* 1 July 2006
UIG 4 UIG 4: Determining whether
an Asset Contains a Lease
No change to accounting
policy required. Therefore
no impact.
1 January $2006^{\textit{it}}$ 1 July 2006
UIG 5 UIG 5: Rights to Interests
arising from
Decommissioning,
Restoration and
Environmental Rehabilitation
Funds
Not applicable to the
consolidated entity.
Therefore no impact.
Not applicable Not applicable
UIG 6 UIG 6: Liabilities arising from
Participating in a Specific
Market - Waste Electrical
and Electronic Equipment
Not applicable to the
consolidated entity.
Therefore no impact.
Not applicable Not applicable
UIG 7 UIG 7 Applying the
Restatement Approach
under AASB 129 Financial
Reporting in
Hyperinflationary Economies
No change to accounting
policy required. Therefore
no impact.
1 March 2006 # 1 July 2006
UIG 8 UIG 8 Scope of AASB 2 No change to accounting
policy required. Therefore
no impact.
1 May 2006* 1 July 2006
UIG 9 UIG 9 Reassessment of
Embedded Derivatives
No change to accounting
policy required. Therefore
no impact.
1 June 2006 * 1 July 2006

": Application date is for the annual reporting periods beginning on or after this date.
*: Application date is for the annual reporting periods ending on or after this date.

for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) $\ddot{\mathbf{t}}$

(b) Basis of Accounting

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-forsale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, and land and buildings.

The preparation of a financial report in conformity with Australian Accounting Standards requires directors to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The consolidated entity has elected to apply AASB 119 Employee Benefits (issued December 2004) to the annual reporting period beginning 1 July 2005. This includes applying AASB 119 to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors.

The consolidated entity has also elected to apply AASB 7 Financial Instruments: Disclosure to the annual reporting period beginning 1 July 2005. As permitted by AASB 1 First-Time adoption of Australian Equivalents to International Financial Reporting Standards, comparative information has not been restated.

The accounting policies set out below have been applied consistently, except as noted below, to all periods presented in the consolidated financial report and in preparing the opening AIFRS balance sheet at 1 July 2004 for the purpose of the transition to Australian Accounting Standards - AIFRS.

(c) Principles of Consolidation

The consolidated financial statements are those of the consolidated entity, comprising CSL Limited (the parent entity) and all entities that CSL Limited controlled during the period and at balance date (together being the consolidated entity).

All intercompany balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated in full.

Where control of an entity is obtained during a financial period, its results are included in the consolidated income statement from the date on which control commences. Where there is loss of control of an entity, the consolidated income statement includes the results for the part of the reporting period during which control existed.

(d) Foreign Currency Translation

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is CSL Limited's functional and presentational currency.

Foreign currency transactions are translated into the functional currency using the rate of exchange ruling at the date of the transaction.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in functional currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Translation differences on non-monetary items, such as securities held at fair value through profit or loss, are reported as part of the securities fair value gain or loss. Translation differences on non-monetary items, such as securities classified as available-for-sale financial assets, are included in the fair value reserve in equity.

Assets and liabilities of foreign operations are translated to Australian dollars at the rates of exchange ruling at the end of the reporting period. Revenue and expenses of foreign operations are translated to Australian dollars at the average rates of exchange ruling for the period. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign operations, and of borrowings designated as hedges of such investments, are taken to the translation reserve. When a foreign operation is sold, a proportionate share of the post 1 July 2004 net exchange differences are recognised in the income statement as part of the gain or loss on sale.

for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) $\ddot{\mathbf{t}}$

(e) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the consolidated entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Sales revenue

Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of products external to the consolidated entity. Sales revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be reliably measured.

Interest income

Interest income is recognised as it accrues (using the effective interest rate method).

Other revenue

Other revenue is recognised as it accrues.

Dividend income

Dividend income is recognised when the shareholders' right to receive the payment is established.

$(f)$ Government Grants

Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and the consolidated entity will comply with all attached conditions.

Government grants relating to an expense item are deferred and recognised in the income statement over the period necessary to match them with the expenses that they are intended to compensate. Government grants received for which there is no future related costs are recognised in the income statement immediately.

Government grants relating to the purchase of property, plant and equipment are included in current and non-current liabilities as deferred income and are released to the income statement on a straight line basis over the expected useful lives of the related assets.

(g) Borrowing Costs

Borrowing costs are expensed as incurred (using the effective interest rate method), except where they are directly attributable to the acquisition or construction of a qualifying asset, in which case they are capitalised as part of the cost of that asset.

(h) Goods and Services Tax and other foreign equivalents (GST)

Revenues, expenses and assets are recognised net of GST except where the amount of GST incurred is not recoverable. Receivables and payables are stated at the GST inclusive amount.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities that are recoverable are classified as operating cash flows.

(i) Income Tax

Income tax on the profit or loss for the reporting period comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the reporting period, using the income tax rate for each jurisdiction that has been enacted or substantially enacted at reporting date and any adjustments to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences, at the tax rates expected to apply when the assets are recovered or liabilities are settled, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Temporary differences arising from the initial recognition of an asset or a liability that affect neither accounting profit nor taxable income and differences relating to investments in subsidiaries, to the extent they will probably not reverse in the foreseeable future, are not provided for.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities related to the same taxable entity or group and the same taxation authority.

Cash and Cash Equivalents (j)

Cash on hand and in banks and short-term deposits are stated at nominal value. Cash and cash equivalents comprises cash on hand, at call deposits with banks or financial institutions, investments in money market instruments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.

Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues (using the effective interest rate method).

for the year ended 30 June 2006

$\ddot{\mathbf{t}}$ Summary of Significant Accounting Policies (continued)

Trade and other receivables (k)

Trade and other receivables are initially recorded at the amount of the contracted sale proceeds. A provision for doubtful debts is recognised to the extent that recovery of the outstanding receivable balance is considered no longer probable.

Other receivables are recognised and carried at the nominal amount due. Non-current receivables are recognised and carried at amortised cost. They are non-interest bearing and have various repayment terms.

$\left(\mathsf{I}\right)$ Inventories

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value.

Cost includes direct material and labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

$(m)$ Investments and other financial assets

The consolidated entity has taken the exemption available under AASB 1 to apply AASB 7, AASB 132 and AASB 139 only from 1 July 2005. The consolidated entity has applied Australian accounting standards in force prior to financial years beginning 1 January 2005 ("AGAAP") to the comparative information on investments and other financial assets within the scope of AASB 7, AASB 132 and AASB 139.

In accordance with AGAAP, prior to 1 July 2005, interests in non-controlled entities or non-associated corporations are included in investments at the lower of cost or the recoverable amount.

In accordance with AIFRS, subsequent to 1 July 2005, the consolidated entity classifies its investments as financial assets at fair value through the profit or loss, or available for sale financial assets. The classification depends on the purpose for which the investments were acquired. The consolidated entity determines the classification of its investments at initial recognition and reevaluates this designation at each reporting date when allowed and appropriate.

Financial assets at fair value through profit or loss

This category includes financial assets held for trading and financial assets designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated. A financial asset is designated in this category if there exists the possibility it will be sold in the short term, and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date.

Realised and unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are included in the income statement in the period in which they arise.

Financial assets at fair value through the profit or loss are carried at fair value.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are designated as available-for-sale. They are included in noncurrent assets unless it is intended to dispose of the investment within 12 months of the balance sheet date.

Available-for-sale financial assets are carried at fair value.

Unrealised gains and losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised in equity in the unrealised gains reserve until they are sold or impaired, at which time the accumulated fair value adjustments are included in the income statement.

The fair value of financial assets is based on active market prices. If the market for a financial asset is not active, the consolidated entity establishes fair value by using valuation techniques. These include reference to the fair values of recent arm's length fransactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the specific circumstances.

Investments in subsidiaries are carried at their cost of acquisition, less any impairment allowance, in the Company's financial statements.

for the year ended 30 June 2006

$\ddot{\mathbf{t}}$ Summary of Significant Accounting Policies (continued)

Acquisition of Assets (n)

The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of consideration given at the date of acquisition plus costs directly attributable to the acquisition. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Where the consideration for an acquisition is specifically hedged, exchange gains or losses on the hedging transaction arising up to the date of acquisition and costs relative to the hedging transaction are deferred and included in the cost of acquisition.

The consolidated entity has taken the exemption available under AASB 1 not to apply AASB 3 to past business combinations that occurred before transition to AIFRS.

In accordance with AIFRS, where an entity is acquired and the fair value of the identifiable net assets acquired, including any existing restructuring liabilities and contingent liabilities assumed of the acquired entity, exceeds the cost of acquisition, the difference represents a discount on acquisition. The discount on acquisition is recognised immediately in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. Where goodwill arises it is brought to account on the basis described in note 1(s).

$(0)$ Property, Plant and Equipment

Freehold land and buildings are recorded at cost, which is not in excess of the recoverable amount. Provision for depreciation of buildings has been made.

Plant and equipment is stated at cost less depreciation, amortisation and accumulated impairment losses, which is not in excess of the recoverable amount. Capital work in progress is stated at cost. Property, plant and equipment, except freehold land, are depreciated over their useful lives on a straight line basis as follows:

Buildings $5 - 30$ years
Plant and equipment $3 - 15$ years
Leasehold improvements $5 - 10$ years

$(p)$ Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently whenever events or changes in circumstances indicate that it may be impaired.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised in the income statement for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.

For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash generating units, and then, to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

Leasehold Improvements $(q)$

The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement whichever is the shorter.

Leases $(r)$

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Finance leases

Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the consolidated entity are capitalised at the lower of the fair value of the leased item and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in interest bearing liabilities.

Lease payments are allocated between finance charges and reduction of the lease liability so as to achieve a constant rate on the finance balance outstanding. Finance charges are charged directly against income. Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense in the income statement on a straight-line basis.

for the year ended 30 June 2006

$\ddot{\mathbf{t}}$ Summary of Significant Accounting Policies (continued)

Goodwill (s)

On acquisition of some or all of the assets of another entity, the identifiable net assets acquired (including contingent liabilities assumed) are measured at their fair value. The excess of the fair value of the purchase consideration plus incidental expenses, over the fair value of the identifiable net assets, is brought to account as goodwill. As from 1 July 2004 goodwill is not amortised.

Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination's synergies. Impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates.

For business combinations prior to 1 July 2004, the date of transition to AIFRS, goodwill is included on the basis of its amortised cost, being the amount recorded under the previous AGAAP. The consolidated entity has take AASB 1 not to restate the opening AIFRS balance sheet for business combinations that occurred prior to transition to AIFRS.

Research and Development, Patents and Intellectual Property $(t)$

Current expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense when it is incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products before the start of commercial production or use, is recognised in the income statement as incurred except where the products being developed are technically and commercially feasible and adequate resources are available to complete their development.

Expenditure on equipment used in research and development activities is capitalised in property, plant and equipment and depreciated over its estimated useful life.

Purchased intellectual property and other intangibles have been assessed as having finite lives and are carried at cost less accumulated amortisation and accumulated impairment losses. Purchased intellectual property and other intangibles are amortised on a systematic basis over their useful lifes (from 10 to 20 years).

The carrying value of intellectual property and other intangibles is tested for impairment annually, or more frequently where events or changes in circumstances indicate that they might be impaired.

Trade and other payables (u)

Liabilities for trade payables and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.

Trade and other creditors are non-interest bearing and have various repayment terms.

$(v)$ Interest-Bearing Liabilities and Borrowings

Interest-bearing liabilities and borrowings are recognised initially at fair value net of transactions costs incurred. Subsequent to initial recognition, interest-bearing liabilities and borrowings are stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of borrowings using the effective interest method.

Derivative Financial Instruments (w)

The consolidated entity may use derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational, financing and investment activities.

In accordance with it's treasury policy, the consolidated entity does not hold or issue derivative trading instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

The consolidated entity has taken the exemption available under AASB 1 to apply AASB 7, AASB 132 and AASB 139 from 1 July 2005. The consolidated entity has applied previous AGAAP in the comparative information on financial instruments within the scope of AASB 7, AASB 132 and AASB 139.

In accordance with AGAAP, prior to 1 July 2005, the consolidated entity entered into forward exchange contracts where it agrees to purchase or sell specified amounts of foreign currencies in the future at a predetermined exchange rate. The objective is to match the contracts with committed future cash flows from sales and purchases in foreign currencies, to protect the consolidated entity against exchange rate movements.

Gains or costs arising from entering into forward exchange contracts, together with the subsequent exchange gains or losses resulting from re-measurement of those contracts by reference to movements in spot exchange rates are deferred in the balance sheet from the inception of the hedging transaction up to the date of the purchase or sale and included in the measurement of the purchase or sale.

In accordance with AIFRS, effective 1 July 2005, derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement, except where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability or a highly probable forecasted transaction, in which case the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. The ineffective part of any gain or loss is recognised immediately in the income statement.

for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) $\ddot{\mathbf{t}}$

The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

When the forecasted transaction, which is subject to a derivative financial instrument designated as a hedge, results in the recognition of a non-financial asset or non-financial liability, or the forecast transaction for a non-financial asset or non-financial liability becomes a firm commitment for which fair value hedge accounting is applied, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability.

If a hedge of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains or losses that were recognised directly in equity are reclassified into the income statement in the same period or periods during which the asset acquired or liability assumed affects profit or loss.

For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit or loss.

Provisions (x)

Provisions are recognised when the consolidated entity has a present legal or constructive obligation arising from past transactions or events, it is probable that a future sacrifice of economic benefits will be made, and a reliable estimate of the amount of the obligation can be made.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. In addition, the following specific recognition criteria must also be met before a provision is recognised.

Dividends

A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.

Claims provision including IBNR

The claims provision including Incurred But Not Reported (IBNR) is determined on an actuarial basis as the present value of potential future payments, using statistics based on past experience and a judgemental assessment of relevant risk and probability factors. The liability covers claims incurred but not paid, incurred but not reported and the anticipated direct and indirect costs of settling those claims.

Restructuring

A restructuring provision is recognised when the main features of the restructuring are planned, identifying the business/locations affected, location, function and approximate number of employees, the expenditures that will be undertaken and the implementation timetable, and there is a demonstrable commitment and valid expectation that the restructuring plan will be implemented.

Onerous contracts

A provision for onerous contracts is recognised when the expected economic benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.

Surplus lease space

A provision for surplus lease space is recognised when a net obligation exists in respect of operating leases that have been identified as surplus to the consolidated entity's current requirements.

for the year ended 30 June 2006

Summary of Significant Accounting Policies (continued) $\ddot{\mathbf{t}}$

Employee Benefits ív١

Provision is made for employee benefits accumulated as a result of employees rendering services up to reporting date. These benefits include wages and salaries, annual leave, long service leave and other post retirement benefits.

Employee benefits including on costs expected to be settled within one year, together with benefits arising from wages and salaries and annual leave which will be settled after one year, are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. Long service leave and other post retirement benefits, including on costs, payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits using the projected unit credit method.

Employee benefits expenses and revenues are charged against profits on a net basis in their respective categories.

Superannuation Plans

The consolidated entity contributes to defined benefit and defined contribution superannuation plans for the benefit of all employees. Defined benefit superannuation plans provide defined lump sum benefits based on years of service and final average salary. Defined contribution plans receive fixed contributions from the consolidated entity and the consolidated entity's legal and constructive obligation is limited to these contributions.

A liability or asset in respect of defined benefit superannuation plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation fund's assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Expected future payments are discounted using market yields at the reporting date on national government bonds with maturity and currency that match, as closely as possible, the estimated future cash outflows. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in retained earnings as incurred.

Past service costs are recognised immediately in income, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time (vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period.

Future taxes that are funded by the entity and are part of the provision of the existing benefit obligation are taken into account in measuring the net liability or asset.

Contributions to defined contribution superannuation plans are recognised as an expense as they become payable.

Termination Benefits arising as a consequence of acquisitions

Liabilities for termination benefits relating to an acquired entity are recognised if a termination benefit liability, of the acquired entity, exists as at the date of the acquisition. Liabilities for termination benefits arising as a result of the acquisition are recognised in accordance with note 1(y).

for the year ended 30 June 2006

$\ddot{\mathbf{t}}$ Summary of Significant Accounting Policies (continued)

Share-based payment transactions $(z)$

.
Under the Revised Senior Executive Share Ownership Plan and Employee Performance Rights Plan, Group Executives and Employees are granted options or performance rights over CSL Limited shares which only vest if the Company and the individual achieve certain performance hurdles.

Under the Global Employee Share Plan, all employees are granted the option to acquire discounted CSL Limited shares.

No employee expense is recognised in respect of options and rights granted before 7 November 2002 and/or vested before 1 January 2005. The shares are recognised when the options or rights are exercised and the proceeds received allocated to share capital.

The fair value of options or rights granted after 7 November 2002 and vesting after 1 January 2005 is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is independently determined using a combination of the Binomial and Black Scholes option valuation methodologies, taking into account the terms and conditions upon which the options and rights were granted.

The fair value of the options granted excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Company revises its estimate of the number of options and rights that are expected to vest. The employee benefit expense recognised each period takes into account the most recent estimate of the number of options and rights that are expected to vest. No expense is recognised for options and rights that do not ultimately vest, except where vesting is conditional upon a market condition.

Upon exercise of options or rights, the balance of the share-based payments reserve relating to those options or rights is transferred to share capital.

(aa) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue or buy-back of shares are shown in equity as a deduction, net of tax, from equity.

(bb) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to members, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Discontinued operations

Basic and diluted earnings per share attributable to discontinued operations is calculated by dividing the profit attributable to members from discontinued operations and dividing it by the weighted average number of ordinary shares calculated for the basic earnings per share and diluted earnings per share calculations as outline above respectively.

$\overline{\mathbf{c}}$ Segment Information

Business Segments

The consolidated entity's primary segment reporting format is business segments. The consolidated entity operates one segment -Human Health, the principal activity being to develop, manufacture and market biopharmaceutical products to the human health industry.

The Human Health business segment has been further broken down into ZLB Behring and Other Human Health to assist with external analysis of the financial statements. Other Human Health includes CSL Pharmaceutical and CSL Bioplasma.

Geographical Segments

The consolidated entity operates predominantly in three segments, being Australasia/Asia Pacific, Americas and EMEA. The geographic segment of Australasia/Asia Pacific comprises Australia, New Zealand and Asia. The geographic segment of Americas includes North and South America. The geographic segment of EMEA includes Europe, Middle East and Africa.

Segment Accounting Policies

The consolidated entity accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.

Segment accounting policies are the same as the consolidated entity's policies described in note 1. During the financial year, there were no changes in segment accounting policies.

for the year ended 30 June 2006

$\overline{\mathbf{2}}$ Segment Information (continued)

ZLB Behring Other
Health
Human Total Human
Health
ZLB Behring Other Human
Health
Total Human
Health
Business segments 2006 2006 2006 2005 2005 2005
\$000 \$000 \$000 \$000 \$000 \$000
External sales 2,445,621 403,287 2,848,908 2,195,196 413,769 2,608,965
Other external revenue 4,721 24,193 28,914 22.098 578 22,676
Segment revenue 2,450,342 427,480 2,877,822 2,217,294 414,347 2,631,641
Unallocated revenue 25,710 18,618
Total revenue 2,903,532 2,650,259
Segment results 497,947 47,902 545,849 390,182 57.721 447,903
Finance costs (41, 517) (38, 815)
Net unallocated revenue / expense (5,352) 1,195
Profit before income tax expense
and contingent consideration
498,980 410,283
Contingent consideration (328, 515)
Profit before income tax expense 170,465 410,283
Income tax expense (53, 108) (175, 554)
Profit from continuing operations 117,357 234,729
Profit from discontinued operations,
net of tax
253,045
Profit attributable to members of
the parent entity
117,357 487,774
Assets and liabilities
Segment assets 3,231,836 372,048 3,603,884 2,656,216 375,662 3,031,878
Unallocated assets 582,201 860,653
Total assets 4,186,085 3,892,531
Segment liabilities 807,710 69,887 877,597 494,979 38,420 533,399
Unallocated liabilities 1,318,684 1,250,607
Total liabilities 2,196,281 1,784,006
Other Segment information
Segment capital expenditure 82,721 38,278 120,999 89,489 31,095 120,584
Unallocated capital expenditure 1,066 1,186
Discontinued operation capital 13,936
expenditure
Total capital expenditure
122,065 135,706
Depreciation and amortisation 84,772 29,271 114,043 92,562 28.126 120,688
Unallocated depreciation and
amortisation
2,021 1,803
Discontinued operation depreciation
and amortisation
2,646
Total depreciation and
amortisation
116,064 125,137
Other non-cash expenses 75 75 1,927 67 1,994

for the year ended 30 June 2006

$\overline{2}$ Segment Information (continued)

Total other income

Geographic segments
June 2006
Australasia/
Asia Pacific
\$000
Americas
\$000
Europe, Middle
East & Africa
\$000 Consolidated
\$000
External revenues 575,073 1,200,896 1,127,563 2,903,532
Segment assets 1,131,432 736,636 2,318,017 4,186,085
Total capital expenditure 39,703 40,000 42,362 122.065
June 2005
External revenues 503,562 1,022,998 1,123,699 2,650,259
Segment assets 1,074,905 699,882 2,117,744 3,892,531
Total capital expenditure 68,413 33.892 33,401 135,706
Consolidated Entity Parent Entity
2006 2005 2006 2005
Notes \$000 \$000 \$000 \$000
3 Revenue and expenses
Revenue and expenses from continuing operations
(a) Revenue
Sales revenue 2,848,908 2,608,965 346,822 363,320
Other revenue
Dividend revenue
Subsidiaries 2,265 16,331
Finance revenue 25.466 16,940 8.337 12,650
Rent 950 940 950 940
Royalties and licence revenue 28,208 23,414 23,464 1,077
Total other revenues 54,624 41.294 35,016 30,998
Total revenue from continuing operations 2,903,532 2,650,259 381,838 394,318
Finance revenue comprises:
Interest received/receivable:
Other persons and/or corporations 25,317 16,797 8,033 11,584
Subsidiaries 165 923
Key management personnel 149 143 139 143
25,466 16,940 8,337 12,650
(b) Other income
Government grants
1,660 1,660
Net gains on disposal of plant, property and equipment 421

The consolidated entity has also entered into various grant agreements relating to the development, commercialisation and
production of pharmaceutical products. The grants received are deferred until all conditions or othe that they are intended to compensate.

2,081

$\frac{1}{2}$

1,660

$\overline{\phantom{a}}$

Consolidated Entity Parent Entity
Notes 2006
\$000
2005
\$000
2006
\$000
2005
\$000
Revenue and expenses (continued)
Finance costs
Interest paid/payable
Other persons and/or corporations 34,157 29,544 4,826 387
Non-cash interest - Unwinding of discount 7,360 9,271
Total finance costs 41,517 38,815 4,826 387
Depreciation and amortisation included in the income statement
Depreciation and amortisation of fixed assets
Buildings depreciation 12 8,936 11,702 4,007 3,836
Plant and equipment depreciation 12 92,243 101,029 27,115 25,910
Leased property, plant and equipment amortisation 12 2.877 3,907
Leasehold improvements amortisation 12 950 51
Total depreciation and amortisation of fixed assets 105,006 116,689 31,122 29,746
Amortisation of intangibles
Intellectual Property 14 11,058 5,802
Total amortisation of intangibles 11.058 5.802
Total depreciation and amortisation 116,064 122,491 31,122 29,746
(e) Other expenses
Write-down of inventory to net realisable value 14,852 26,148 3,490 981
Doubtful debts 8,787 2,528 (74) (3)
Net loss on disposal of PPE 1,994 75 67
Net foreign exchange (gain)/loss 951 (543) 611 (980)
statement Lease payments and related expenses included in the income
Rental expenses relating to operating leases 34,098 41.039 1,930 1,433
Employee benefits expense
Salaries and wages 674,602 665,815 116,505 106,182
Defined benefit plan (benefit)/expense 25 14,218 (18, 799) 1,952 2,017
Defined contribution plan expense 25 19,638 14,480 9,610 8,631
Share based payments expense 22 4,684 2,294 4,684 2,294
713,142 663.790 132,751 119.124
Consolidated Entity Parent Entity
Notes 2006
\$000
2005
\$000
2006
\$000
2005
\$000
Income tax
Income tax expense reported in the consolidated income statement 53,108 175,554 5,569 9.516
Income tax expense attributable to discontinued operations ٠ 37,429
53,108 212,983 5,569 9.516
Reconciliation of income tax expense
Recognised in the income statement
Current tax expense
Current year 160,191 95,677 6,714 12.253
Deferred tax expense
Origination and reversal of temporary differences (96, 638) 87,192 (2, 432) 64
(Tax losses recognised)/ Expense on derecognition of tax losses (13, 184) 22,185
13 (109, 822) 109,377 (2, 432) 64
Under (over) provided in prior years 2,739 7,929 1,287 (2,801)
Income tax expense reported in the income statement 53.108 212,983 5,569 9.516
Deferred tax benefitiexpense
Share based payments
Net actuarial (gain)/loss on defined benefit plans
6,427
6,319
(8, 184) 6,427
(616)
17
Income tax expense recognised in equity 13 12,746 (8, 184) 5.811 17
Reconciliation between tax expense and pre-tax net profit
The reconciliation between tax expense and the product of
accounting profit before income tax multiplied by the consolidated
entity's applicable income tax rate is as follows:
Accounting profit before tax from continuing operations 170,465 410,283 21.603 64,811
Accounting profit before tax from discontinued operations 290,474
Accounting profit before income tax 170,465 700,757 21,603 64,811
Income tax calculated at 30% (2005: 30%) 51,139 210,228 6,481 19,443
Research and development (2,984) (2,404) (2,984) (2,404)
Non-assessable capital loss / (gain) 2,073 (51, 193) ٠
Exempt dividends received (680) (4,899)
Other non-deductible expenses / (non-assessable revenue) 7,570 9,945 1,466 177
(Utilisation of tax losses)/Unrecognised deferred tax assets (13, 183) 22,185
Effects of different rates of tax on overseas income 5,754 16,293
Under/(Over) provision in prior year 2,739 7,929 1,286 (2,801)
53,108 212,983 5,569 9,516

for the year ended 30 June 2006

Income tax (continued) 4

Tax consolidation in Australia

The Company and its wholly owned Australian resident entities formed a tax consolidation group with effect from 1 July 2004 and therefore are taxed as a single entity from that date. CSL Limited is the head entity of the tax-consolidated group.

Tax effect accounting by members of the tax consolidated group in Australia

Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidation group are recognised in the separate financial statements of the members of the tax-consolidation group using the 'separate taxpayer within group' approach, by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation.

Current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax consolidation group and are recognised as amounts payable (receivable) to (from) other entities in the taxconsolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised as an equity contribution or distribution.

The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised.

Tax funding arrangements and tax sharing agreements in Australia

Members of the tax-consolidated group have entered into a tax funding agreement. The tax funding agreement sets out the funding obligations of members of the tax-consolidated group. Payments are required to/from the head entity equal to the current tax liability (asset) assumed and any deferred tax assets arising from unused tax losses assumed by the head entity, resulting in the head entity recognising an inter-entity payable (receivable) equal to the tax liability (asset) assumed. The inter-entity payable (receivable) is at call.

Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity's obligation to make payments for tax liabilities to the relevant authorities.

The head entity, in conjunction with other members of the tax-consolidated group, has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amount under the tax sharing agreement is considered remote.

$\overline{\mathbf{5}}$ Contingent consideration on acquisition of Aventis Behring

On 31 March 2004, the consolidated entity acquired the global plasma therapeutics business of Aventis Behring. The consideration included contingent payments. A cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the ordinary share price of CSL Limited is above A\$28 per share ('trigger price') for a specified future period. To satisfy this requirement, the volume weighted average share price of an ordinary share of CSL Limited must be above the trigger price for any 60 consecutive trading days during the period from 27 September 2007 to 26 March 2008.

A further cash payment or issue of shares (at CSL Limited's discretion) in the amount of USD 125 million will be required to be made by the consolidated entity if the ordinary share price of CSL Limited is above A\$35 per share for a specified future period. The same requirement for the trigger price must be satisfied as mentioned above.

On 20 June 2006 the Board of Directors performed their six monthly review of the likelihood of the potential contingent payments meeting the criteria for recognition as a provision. During this review it was determined that as a result of the continued positive business performance the contingency now met the recognition criteria and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited.

Consistent with AIFRS and the company's announcement at the time of the acquisition, the provision is charged to the Income Statement at the time of recognition. To provide the reader with greater clarity of the effect of this charge on the financial statements, it has been separately shown on the face of the Income Statement. The liability is included on the balance sheet within non-current provisions (see note 19).

for the year ended 30 June 2006

6 Discontinued operations

$(c)$

On 28 February 2005, the consolidated entity disposed of the JRH business unit, a separate business segment, to Sigma-Aldrich
Corporation. The disposal included 100% of the voting shares in CSL US Inc, JRH Biosciences Limi

Details on the sale of the JRH businesses are as follows:

Consolidated Entity
2005
\$000
(a) Profit after tax from discontinued operation
Pre-tax gain on sale of discontinued operation (see (b) below) 278,902
Post 1 July 2004 foreign currency translation reserve movement (11, 164)
Income tax expense (30,051)
Gain on sale after tax 237,687
Contribution for the period 1 July 2004 to 28 February 2005 after tax (see (c) below) 15,358
Profit after tax from discontinued operation 253,045
(b) Gain on sale and effect of the disposal on individual assets and liabilities of the
consolidated entity
Cash and cash equivalents (18, 883)
Trade and other receivables (18, 297)
Inventories (113, 276)
Property, plant and equipment (40, 475)
Deferred tax assets (717)
Intangible assets (9,785)
Trade and other payables 20,969
Provisions 1,120
Net identifiable assets and liabilities (179, 344)
Consideration received, satisfied in cash 458,246
Pre-tax gain on sale of discontinued operation 278,902
Net cash inflow from transaction (consideration net of cash disposed) 439,363
(c) Analysis of profit and loss contribution for the period 1 July 2004 to 28 February 2005 of
the discontinued operation
Sales revenue 140,969
Cost of sales (94,091)
Gross profit 46,878
Other revenues 264
Research and development expenses (4, 763)
Selling and marketing expenses (7, 470)
General and administration expenses (9,348)
Finance costs (2,825)
Profit before income tax 22,736
Income tax expense (7, 378)
Net profit after tax 15,358
Cash flows for the period 1 July 2004 to 28 February 2005 of the discontinued operation
Net cash flows from operating activities
(9.566)
Net cash flows from investing activities (14.868)
Net cash flows from financing activities
Net cash flows (24.434)
Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
Cash and cash equivalents
Cash at bank and on hand 384,064 258,528 28,066
Cash deposits 369,630
753,694
465,314
723,842
149,224
177,290
461,769
461,769
Trade and other receivables
Current
Trade receivables 538,726 502,325 35,843 29,673
Less: Allowance for doubtful debts (i) 13,744 4,170 423 497.
524,982 498,155 35,420 29,176
Sundry receivables 40,063 38,828 7,805 15,089
Prepayments 28,634 22,244 3,036 2,419
Receivables - wholly owned subsidiaries 49,534 24,599
Receivables - partly owned subsidiaries 3,939
593,679 559,227 99,734 71,283
Non Current
Related parties
Wholly owned subsidiaries ٠ 5.148
Partly owned subsidiaries ٠ 3,939
Loans to key management personnel - executive directors 511 941 511 941
Loans to key management personnel - other executives 4,937 5,041 4,937 5,449
Loans to other employees 5,669 5,032 5,669 4,564
Long Term Deposits 6,556
17,673
3,012
14,026
11,117 20,041
(i) Reconciliation of Allowance for doubtful debts
Opening balance 4,170 1,642 497 500
Additional allowance / (utilised) 8,787
787
3,901 (74) (3)
Currency translation differences 13,744 (1, 373)
4,170
423 497
Inventories
Raw materials and stores - at cost 188,269 196,939 13,088 11,922
Less: Allowance for diminution in value 10,139 3,515 967 159
Raw materials and stores - net 178,130 193,424 12,121 11,763
Work in progress - at cost 413,415 539,361 19,073 18,673
Less: Allowance for diminution in value 25,699 33,780 1,549 902
Work in progress – net 387,716 505,581 17,524 17,771
Finished goods - at cost
Less: Allowance for diminution in value
423,129 265,896 37,985 31,355
Finished goods - net 15,548
407,581
18,318
247,578
1,204
36,781
1,438
29,917
973,427 946,583 66,426 59,451
Other financial assets
Current At fair value through the profit or loss:
Managed financial assets 7,872
Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
11 Other financial assets (continued)
Non-current
Available-for-sale financial assets:
Unlisted equity securities 4,728 4,728
At fair value through the profit or loss:
Managed financial assets 11,868
Investment in non-controlled entity at cost 4,698 4,698
Shares in subsidiaries - at cost (refer note 31) $\tilde{\phantom{a}}$ 1,228,207 1,228,207
4,728 16,566 1,232,935 1,232,905
12 Property, Plant and Equipment
Land at cost
Opening balance 26,097 27,090 25,030 25,030
Other additions 809
Disposals (411) (1,607)
Currency translation differences 48 (195)
Closing balance 25,734 26,097 25,030 25,030
Buildings at cost
Opening balance 196,653 206,448 81,162 71,214
Transferred from capital work in progress 24,803 12,695 2,093 9,948
Other additions 264
Disposals (101) (5, 159)
Currency translation differences 9,741 (17, 331)
Closing balance 231,360 196,653 83,255 81,162
Accumulated depreciation and impairment losses
Opening balance 39,039 33,241 22,500 18,664
Depreciation for the year 8,936 11,875 4,007 3,836
Disposals (103) (1,221)
Currency translation differences 2,769 (4,856)
Closing balance
Net book value of buildings
50,641
180.719
39,039
157,614
26,507
56,748
22,500
58,662
206,453
Net book value of land and buildings 183,711 81,778 83,692
Leasehold improvements at cost
Opening balance
Transferred from capital work in progress
4,208
1,286
11,687
952
168 168
Other additions 31 5,221
Disposals (26) (13, 234) (9)
Currency translation differences (459)
5,040 (418) 159 168
Closing balance 4,208
Accumulated amortisation and impairment
Opening balance 2,282 5,575 168 168
Amortisation for the year 950 798
Disposals (17) (3, 473) (9)
Currency translation differences 163 (618)
Closing balance 3,378 2,282 159 168
Net book value of leasehold improvements 1,662 1,926 ٠ $\scriptstyle\star$
Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
Property, Plant and Equipment (continued)
Plant and equipment at cost
Opening balance 884,337 909,382 486,233 431,208
Transferred from capital work in progress 69,160 82,424 17,020 56,296
Other additions 18,297 29,431
Disposals (24, 187) (57, 175) (10, 408) (1,270)
Currency translation differences 47,013 (79, 725)
Closing balance 994,620 884,337 492.845 486,234
Accumulated depreciation and impairment
Opening balance 412,570 381,776 321,728 297,008
Depreciation for the year 92,243 102,755 27,115 25,910
Disposals (22, 151) (27, 670) (10, 128) (1, 189)
Currency translation differences 26,641 (44,291) $\bullet$
Closing balance 509,303 412,570 338,715 321.729
Net book value of plant and equipment 485,317 471,767 154,130 164,505
Leased property, plant and equipment at cost
Opening balance 33,617 33,046
Other additions 256 4,741
Disposals (116) (731)
Currency translation differences 3,536 (3, 439)
Closing balance 37.293 33.617 $\bullet$
Accumulated amortisation and impairment
Opening balance 3,741 214
Amortisation for the year 2,877 3,907
Disposals (108)
Currency translation differences 1,371 (380)
Closing balance 7,881 3,741 $\bullet$ $\tilde{\phantom{a}}$
Net book value of leased property, plant and equipment 29,412 29,876 $\bullet$ $\overline{\phantom{a}}$
Capital work in progress
Opening balance 81,863 120,170 13,205 47,420
Other additions 103,084 64,813 38,880 32,029
Transferred to buildings at cost (24, 803) (12, 695) (2,092) (9,948)
Transferred to plant and equipment at cost (69, 160) (82, 424) (17, 020) (56, 296)
Transferred to leasehold improvements at cost (1,286) (952)
Currency translation differences 3,794 (7,049) $\bullet$
Closing balance 93,492 81,863 32,973 13,205
Total net book value of property, plant and equipment 816,336 769,143 268,881 261,402

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
13 Deferred tax assets and liabilities
Deferred tax asset 187,432 76,659
Deferred tax liability (61, 767) (78, 277) (1,715) (9,958)
Net deferred tax asset / (liability) 125,665 (1,618) (1,715) (9,958)
(a) Deferred tax balances comprise temporary differences
attributable to:
Amounts recognised in the income statement
Trade and other receivables (7, 518) (4,935) 449 (143)
Inventories 41,698 21,330 (2,095) (1,486)
Property, plant and equipment (62,066) (55, 637) (18, 797) (20, 701)
Intangible assets (49, 171) (34, 357) ٠
Other assets 8,169 (170) 153 230
Trade and other payables 8,813 12,921 2,084 1,382
Interest bearing liabilities 751 910 $\overline{\phantom{a}}$
Other liabilities and provisions 163,428
7.474
66,052 10,680 10,743
Recognised carry-forward tax losses
Other
1,341 26
426
٠
112,919 6,566 (7, 526) (9, 975)
Amounts recognised in equity
Other assets 6,427 6,427
Interest bearing liabilities
Other liabilities and provisions 6,319 (8, 184) (616) 17
12,746 (8, 184) 5,811 17
Net deferred tax asset/(liability) 125,665 (1,618) (1,715) (9,958)
(b) Movement reconciled
Opening balance (1,618) 128,653 (9,958) (9, 877)
Credited/(charged) to the income statement 109,882 (109, 337) 2,432 (64)
Credited/(charged) to equity 12,746 (8, 184) 5,811 (17)
Acquisition of subsidiary
Disposal of subsidiary (717)
Currency translation difference 4,655 (12, 033)
Closing balance 125.665 (1,618) (1,715) (9,958)
(c) Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the
following items:
Tax losses:
Expiry date in less than 1 year 226
Expiry date greater than 1 year but less than 5 years ٠ 3,567
Expiry date greater than 5 years 6,519 20,460
No expiry date 19,547 35,899
26,292 59,926 $\overline{\phantom{a}}$

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available for utilisation in the entities that have recorded these losses.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
14 Intangible Assets
(a) Carrying amounts
Net Goodwill
Opening balance 692,591 785,380
Disposals ٠ (9,785)
Currency translation differences 42,840 (83,004)
Closing balance 735,431 692,591 ٠
Intellectual property
Opening balance 104,411 80,277 20,000 20,000
Additions 32,098
Disposals
Currency translation differences 1,438 (7,964)
Closing balance 105,849 104,411 20,000 20,000
Accumulated amortisation and impairment
Opening balance 10.567 5.787
Amortisation for the year 11,058 5,802
Disposals ٠
Currency translation differences (1, 186) (1,022) ٠
Closing balance 20,439 10,567 ٠
Net intellectual property 85,410 93,844 20,000 20,000
Total net intangible assets 820,841 786,435 20,000 20,000

The amortisation charge is recognised in general and administration expenses in the income statement.

Impairment tests for cash generating units containing goodwill $(b)$

All goodwill is related to the ZLB Behring cash generating unit.

The impairment test for the ZLB Behring cash generating unit is based on value in use calculations. These calculations use cash flow projections based on actual operating results and the three-year strategic business plan. Cash flows for a further period of 3 years have been extrapolated using a zero per cent growth rate at which point a Terminal Value is calculated based on a business valuation multiple. The valuation multiple has been calculated based on independent external analyst views, long term government bond rates and the Company's pre-tax cost of debt. Projected cash flows have been discounted by using the implied pre-tax discount rate of 9.44% associated with the business valuation multiple discussed above.

The recoverable amount of the unit significantly exceeds its carrying amount, including goodwill. It is not considered a reasonable possibility for a change in assumptions to occur that would lead to the recoverable amount falling below the units carrying amount.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
15 Retirement benefit assets and liabilities
Retirement benefit assets
Non-current
Defined benefit plans (refer note 25) 3,514 50 1,840
Retirement benefit liabilities
Current defined benefit plans (refer note 25) 4,635
Non-current defined benefit plans (refer note 25) 90,588 95,667 159
Total retirement benefit liabilities 95.223 95,667 159
16 Trade and other payables
Current
Trade payables 136,089 146,846 32,859 31,356
Accruals and other payables 252,890 251,709 37,179 23,441
Payable - wholly owned subsidiaries $\bullet$ $\tilde{\phantom{a}}$ 618,961 540,402
388,979 398,555 688,999 595,199
17 Interest-bearing liabilities and borrowings
Current
Bank overdrafts - Unsecured 5.706 4.091
Bank loans - Unsecured (a) 347,333 1.011
Senior Unsecured Notes - Unsecured (b) 18,993
Deferred cash settlement for subsidiary acquired - unsecured (c) 80,228
Deferred cash settlement for intangibles acquired - Unsecured (d) 9,261 8,283
Lease liability - Secured (e) 2.111
463.632
1,756
15,141
٠
٠
$\overline{\phantom{a}}$
$\cdot$
Non-current
Bank loans - Unsecured (a) 139,589 457,258
Senior Unsecured Notes - Unsecured (b) 317.477 324,891
Deferred cash settlement for subsidiary acquired - Unsecured (c) 82,262 150,950
Deferred cash settlement for intangibles acquired - Unsecured (d) 16,459 24,255
Lease liability - Secured (e) 39,410 38,485 ٠
595,197 995,839 ٠ $\tilde{\phantom{a}}$

$(a)$ The consolidated entity has a global multi-currency facility of \$650 million (2005: \$650 million). During the year there were no additional draw downs under the facility. The current portion of the facility expires in March 2007, with the non-current portion expiring in March 2009. Interest is payable semi-annually in arrears at a variable rate.

Represents USD250 million of Senior Unsecured Notes placed into the US Private Placement market. The Notes mature in $(b)$ December 2012 with interest fixed at 5.30% and 5.90%. Repayments are made biannually from December 2006 to December 2012 with interest fixed at 5.30% and 5.90%. Repayments are made biannually from December 2006 to December The Euro notes have the same maturity profile as the USD notes, however the interest rate on the Euro notes is fixed at 3.98% and 4.70%.

for the year ended 30 June 2006

17 Interest-bearing liabilities and borrowings (continued)

At reporting date, the company had a deferred cash settlement representing the present value of the remaining consideration $(c)$ payable for the acquisition of Aventis Behring, discounted at the prevailing commercial borrowing rate and payable in tranches as follows:-

Payment (USD) Payment Date Discount Rate
30 million 15 July 2006 3.79%
30 million 31 December 2006 4.29%
65 million 31 December 2007 4.66%
  • $(d)$ The company has deferred cash settlements for consideration payable on the acquisition of intangible assets, discounted at the incremental borrowing rate at the time of acquisition (ranging from 2% to 3.5%). Payment dates are determined in accordance with the acquisition agreements and are payable at various dates concluding in 2007.
  • Finance leases have an average lease term of 18 years (2005: 18 years). The weighted average discount rate implicit in the $(e)$ leases is 6.14% (2005: 6.37%). The consolidated entity's lease liabilities are secured by leased assets of \$29.4m (2005: \$29.9m). In the event of default, leased assets revert to the lessor.

Refer to note 32 for details on the total facilities available and drawn down. Note 36 has further information about the consolidated entity's exposure to interest rate risk, foreign exchange risk and the fair value of financial assets and liabilities.

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
Tax assets and liabilities
Current Assets
Income tax 6,889 $\tilde{\phantom{a}}$ 6,889
Tax Liabilities
Current liability income tax 88,038 37,130 $\bullet$
Non-current income tax 5,043 $\overline{a}$ ٠
Total tax liabilities 93,081 37,130 ٠ $\overline{\phantom{a}}$

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
Provisions
Current
Employee benefits (refer note 25) 66,237 47,198 24,805 16,717
Restructuring $(i)$ 10,828 23,319
Onerous contracts (ii) 4,676 2,467
Surplus lease space (iii) 2,343 6,720
Other $(vi)$ 1,801 2,187 1,310 1,131
85,885 81,891 26,115 17,848
Non-current
Employee benefits (refer note 25) 52,586 56,174 4,221 10,646
Onerous contracts (ii) 15,863 12,783
Surplus lease space (iii) 948 3,844
Provision for contingent consideration on Aventis Behring acquisition
(refer Note 5 and (iv))
337,654
Claims provision including IBNR $\langle v \rangle$ 1,002 5,745 1,002 5,745
408.053 78,546 5,223 16,391

(i) Restructuring

This provision is for restructuring.

(ii) Onerous contracts

The provision recognised is based on the excess of the estimated cash flows to meet the unavoidable costs, over the estimated cash flows to be received in relation to certain contracts, having regard to the risks of the activities relating to the contracts.

(iii) Surplus lease space

A surplus lease space provision has been recognised in respect to the net obligation payable for various non-cancellable operating leases where the leases have been identified as surplus to the consolidated entity's current requirements.

(v) Claims provision

The Australian Government has indemnified CSL Limited for certain existing and potential claims made for personal injury and damage suffered through use of certain products manufactured by CSL Limited under government ownership. The indemnity covers AIDS and hepatitis related claims for blood products derived from Australian blood. The indemnity also covers CJD claims for human pituitary hormones (manufacture of which ceased in 1985) and claims for pertussis vaccines manufactured prior to June 1994.

Discounting

Where the effect of discounting is determined to be material to the provision, the net estimated cash flows are discounted using a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the liability.

for the year ended 30 June 2006

$19$ Provisions (continued)

${\bf 20}$

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000
Movements
$\left(\hat{q}\right)$ Restructuring
Opening balance
Additional provision
Payments made
Provision released
Currency translation differences
(ii) Closing balance
Onerous contracts
Opening balance
Additional provision
Payments made
Currency translation differences
Closing balance ٠ $\overline{\phantom{a}}$
(iii) Surplus lease space \$000
\$000
\$000
23,319
115,879
5,014
(10, 086)
(89, 364)
(3, 357)
952
(8,210)
10,828
23,319
٠
15,250
33,767
9,111
(5,025)
(14, 682)
1,203
(3,835)
20,539
15,250
10,564
14,502
896
(2,950)
(4,908)
(2, 511)
(1,884)
146
3,291
10,564
٠
328,515
9,139
337,654
¥.
5,745
11,161
5,745
(4,743)
(5, 416)
(4,743)
1,002
5,745
1,002
2,187
4,587
1,131
74,575
1,101
2,053
(1,539)
(4,089)
(74, 396)
52
(364)
1,801
2,187
1,310
371
296
371
4,093
2,664
4,093
Opening balance
Additional provision
Payments made
Provision released
Currency translation differences
Closing balance
(iv) Contingent consideration on Aventis Behring acquisition
Opening balance
Provision recognised
Currency translation differences
Closing balance
(v) Claims provision including IBNR
Opening balance 11,161
Provisions utilised (5, 416)
Closing balance 5,745
(vi) Other
Opening balance 1,250
Additional provision 1,277
Payments made (1,396)
Currency translation differences
Closing balance 1,131
Deferred government grants
Current deferred income 296
Non-current deferred income 2,664

4,464

2,960

4,464

2,960

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
21 Contributed equity
Ordinary shares issued and fully paid 994.101 1.223.466 994.101 1,223,466

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the company.

2006 2005
Number
of shares
\$000 Number
of shares
\$000
Movement in ordinary shares on issue
Opening balance 188,272,370 1,223,466 196,448,377 1,502,417
Share buy-back, inclusive of cost (i) (8,000,000) (281, 538) (10,000,000) (317, 795)
Shares issued to employees through participation in SESOP II(ii) 1.553.870 49.917 985.210 15,628
Shares issued to shareholders though participation in Dividend
Reinvestment Plan (iii)
770.457 21,442
Shares issued to employees through participation in GESP (iv) 62.779 1.794 68.326 1.342
Share Based payments reserve transfer (see note 22) 462 432
Closing balance 181,889,019 994.101 188,272,370 1.223.466

As part of its continuing capital management program, the Company purchased 8,000,000 ordinary shares on market at an $(i)$ average price of \$35.16 per share, with prices ranging from \$34.25 to \$36.44. The share buy-back was approved by the Board on 28 June 2005. All shares were cancelled prior to 31 December 2005.

During March, April and May 2005, the Company purchased 10,000,000 ordinary shares on market as part of its ongoing capital management program. Of these 8,871,306 were cancelled prior to 30 June 2005 and 1,128,694 cancelled subsequent
to 30 June 2005. The share buy-back was approved by the Board on 22 February 2005. The shares were acqu average price of \$31.76 per share, with prices ranging from \$28.57 to \$35.05.

Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
${jj}$ Options exercised under SESOP II as disclosed in note 26
were as follows:
0 issued at \$8.93 893 м 893
$0$ issued at \$10.82 631 631
52,200 issued at \$12.19
$\overline{a}$
636 1,616 636 1,616
0 issued at \$13.23 5,192 ×. 5,192
17,000 issued at \$20.84
$\overline{a}$
354 1.417 354 1,417
12,000 issued at \$21,01
÷
252 1.008 252 1.008
40,000 issued at \$23.07
÷
923 3.691 923 3,691
- 459.610 issued at \$27.97 12,855 420 12,855 420
- 467,580 issued at \$34.04 15,917 978 15,917 978
18,000 issued at \$20.67
$\tilde{\phantom{a}}$
372 ۰ 372
24,800 issued at \$49.94
۰
1,239 $\pmb{\pi}$ 1,239
- 462,680 issued at \$37.54 17,369 $_{\rm \pi}$ 17,369
49,917 15,846 49.917 15,846
(iii) Shares issued to shareholders under the Dividend
Reinvestment Plan
21,442 ٠ 21,442
٠ 21,442 ٠ 21,442
(iv) Shares issued to employees under Global Employee
Share Plan (GESP) as disclosed in note 26 were as
follows:
- 29,789 issued at \$27.59 on 9 September 2005 822 549 822 549
- 32,990 issued at \$29.46 on 8 March 2006 972 793 972 793
1.794 1.342 1,794 1.342

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
Reserves
Share based payments reserve (i) 13,452 2,803 13,452 2,803
Net unrealised gains reserve (ii) (101) (101)
Foreign currency translation reserve (iii) (69, 118) (185, 809)
(55,767) (183,006) 13,351 2,803
Movement reconciliation
Share based payments reserve
Opening balance 2.803 941 2.803 941
Share based payments expense 4.684 2,294 4.684 2,294
Deferred tax on share based payments 6.427 6.427
Transfer to contributed equity (462) (432) (462) (432)
Closing balance 13,452 2.803 13,452 2,803
(ii) Net unrealised gains reserve
Opening balance
Unrealised losses on revaluation of available-for-sale
investments
(101) (101)
Closing balance (101) (101)
(iii) Foreign currency translation reserve
Opening balance (185, 809)
Net exchange gains/(losses) on translation of foreign
subsidiaries, net of hedge
116,691 (196, 973)
Realised exchange loss on disposal of foreign subsidiaries
reclassified to the income statement, net of hedge
11,164
Closing balance (69, 118) (185, 809) $\bullet$

Nature and purpose of reserves

Share based payments reserve

The share based payments reserve is used to recognise the fair value of options, performance rights and global employee share plan rights issued but not exercised. Amounts are transferred to contributed equity when options and other equity instruments are exercised.

Net unrealised gains reserve

The net unrealised gains reserve is used to recognise the cumulative changes in the fair value, net of tax, of investments that are classified as available-for-sale. Amounts are recognised in profit or loss when the associated assets are sold or impaired.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations and exchange gains and losses arising on those foreign currency borrowings which are designated as hedging the Company's net investment in foreign operations.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006
\$000
2005
\$000
2006
\$000
2005
\$000
23 Retained earnings
Opening balance 1,068,065 681,377 258,067 287,684
Net profit for the year 117,357 487,774 16,034 55,295
Dividends (124, 394) (84,950) (124, 394) (84,950)
Actuarial gain/(loss) on defined benefit plans (15, 877) (24, 320) 2.053 55
Deferred tax on actuarial gain/(loss) on defined benefit plans 6,319 8,184 (616) (17)
Closing balance 1,051,470 1,068,065 151,144 258,067
(a) Dividends paid
Dividends recognised in the current year by the Company are:
Final ordinary dividend of 30 cents per share, fully franked, paid on
10 October 2005 (2005: 26 cents per share, fully franked)
55,113 51,249 55,113 51,249
Special dividend of 10 cents per share, franked to 1.78 cents, paid on
10 October 2005 (2005: Nil cents per share)
18,371 18,371
Interim ordinary dividend of 28 cents per share, unfranked, paid on
13 April 2006 (2005: 17 cents per share, fully franked)
50,910 33,701 50,910 33.701
124,394 84,950 124,394 84,950
(b) Dividends not recognised at year end
In addition to the above dividends, since year end the directors have
recommended the payment of a final dividend of 40 cents per share,
unfranked (2005; ordinary dividend of 30 cents per share fully
franked, special dividend of 10 cents per share franked to 1.78 cents
per share). The aggregate amount of the proposed dividend, based
on the number of shares on issue at the date of this report, is
expected to be paid on 13 October 2006 out of retained earnings at
30 June 2006, but not recognised as a liability
72,756 73,538 72,756 73,538

Franking credit balance $(c)$

There are no amounts of retained profits and reserves that could be distributed as fully franked dividends from franking credits that
exist or will arise after payment of income tax in the next year, excluding debits attac end.

${\bf 24}$ Equity

Total equity at the beginning of the financial year 2.108.525 2.184,735 1.484.336 1,791,042
Total recognised income and expense for the year attributable to
equity holders
224.389 274.665 17.370 55,333
Movement in contributed equity (229.365) (278.951) (229.365) (278, 951)
Dividends (124.394) (84,950) (124.394) (84,950)
Realised exchange differences on disposal of foreign subsidiaries
reclassified to the income statement, net of hedge
۰ 11.164
Movement in share based payments reserve 10.649 1.862 10.649 1.862
Total equity at the end of the financial year 1.989.804 2.108.525 1.158.596 1,484,336

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
Employee benefits
A reconciliation of the employee benefits recognised is as follows:
Retirement benefit assets - non-current (note 15) 3,514 50 1,840
Retirement benefit liabilities - current (note 15) 4.635
Provision for employee benefits - current (note 19) 66,237 47,198 24.805 16,717
Retirement benefit liabilities - non-current (note 15) 90,588 95,667 ٠ 159.
Provision for employee benefits - non-current (note 19) 52,586 56.174 4.221 10.646
214,046 199,039 29,026 27,522
The number of full time equivalents employed at 30 June 7,575 6.474 1,427 1,253

$(a)$ Defined benefit plans

The consolidated entity sponsors a range of defined benefit superannuation plans that provide pension benefits for its worldwide employees upon retirement. Entities of the consolidated entity who operate the defined benefit plans contribute to the respective
plans in accordance with the Trust Deeds, following the receipt of actuarial advice.

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
Movements in the net liability/(asset) for defined benefit
obligations recognised in the balance sheet
Net liability/(asset) for defined benefit obligation:
Opening balance 95.617 115,565 159 533
Contributions received (38, 732) (11, 879) (1,898) (2,336)
Benefits paid (1,849) (1,888)
Expense/(benefit) recognised in the income statement (refer
below)
14.218 (18, 799) 1.952 2.017
Actuarial (gains)/losses recognised in equity 15,877 24,320 (2,053) (55)
Liabilities transferred 60 (171)
Currency translation differences 6,518 (11,531)
Closing balance 91,709 95,617 (1, 840) 159
Net liability/(asset) for defined benefit obligation is reconciled
to the balance sheet as follows:
Retirement benefit assets - non-current (note 15) (3, 514) (50) (1, 840)
Retirement benefit liabilities - current (note 15) 4.635
Retirement benefit liabilities - non-current (note 15) 90.588 95,667 159
Net liability 91,709 95,617 (1, 840) 159
Amounts for the current and previous periods are as follows:
Defined benefit obligation 477.637 421,558 26.903 26.199
Plan assets 385,928 325,941 28,743 26,040
Surplus/(deficit) (91,709) (95, 617) 1,840 (159)
Experience adjustments on plan liabilities (10.562) (30, 289) 959 (1, 115)
Experience adjustments on plan assets (5,316) 5,969 1,094 1.170
Actual return on plan assets 11.924 25,129 2.910 2,812

The consolidated entity and the Company have used the AASB 1 exemption and disclosed amounts under AASB 1.20A(p) above for each annual reporting period prospectively from the AIFRS transition date (1 July 2004).

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006
\$000
2005 2006
\$000
2005
\$000
\$000
Employee benefits (continued)
Defined benefit plans (continued)
Changes in the present value of the defined benefit obligation
are as follows:
Opening balance 421,558 453,397 26,199 24,207
Service cost 14,514 18,752 2,627 2,412
Interest cost 16,006 19,643 1,141 1,247
Contributions by members 3,086 3,769
Actuarial (gains)/losses 10,562 30,289 (959) 1,115
(Gains)/losses on curtailments (41, 623)
Benefits paid (12, 837) (16, 542) (1, 593) (2,225)
Other movements 486 (728) (512) (557)
Currency translation differences 24,262 (45, 399)
Closing balance 477,637 421,558 26,903 26,199
The present value of the defined benefit obligation comprises:
Present value of wholly unfunded obligations 81,034 63,287
Present value of funded obligations 396,603 358,271 26,903 26,199
477,637 421,558 26,903 26,199
Changes in the fair value of plan assets are as follows:
Opening balance
325,941 337,832 26,040 23,674
17,240 1,816 1,642
Expected return on plan assets
Actuarial gains/(losses) on plan assets
(5,316) 19,160
5,969
1,094 1,170
Contributions by employer 38,732 11,879 1,898 2,336
Contributions by members 3,087 3,769
Benefits paid (10, 988) (14,654) (1, 593) (2, 225)
Gains/(losses) on curtailments ٠ (3,589)
Other movements (512) (557) (512) (557)
Currency translation differences 17,744 (33, 868)
Closing balance 385,928 325,941 28,743 26,040
The major categories of plan assets as a percentage of total
plan assets is as follows:
Cash 15.7% 0.4% 8.1%
Equity instruments 28.9% 48.4% 59.9% 60.1%
Debt instruments 44.8% 38.6% 22.3% 10.2%
Property 8.8% 10.3% 9.7% 29.7%
Other assets 1.8%
100.0%
2.3%
100.0%
$\bullet$
100%
100.0%
Expenses/(gains) recognised in the income statement are as
follows:
Current service costs 14,514 18,752 2,627 2,412
Interest on obligation 16,006 19,643 1,141 1,247
Expected return on assets (17, 240) (19, 160) (1, 816) (1,642)
Losses/(gains) on curtailments and settlements (38, 034)
Past service costs 938
14.218 (18.799) 1.952 2.017

The defined benefit plan expenses/(gains) are recognised in general and administration expenses in the income statement.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$000 \$000 \$000 \$000
25 Employee benefits (continued)
(a) Defined benefit plans (continued)
The principal actuarial assumptions at the balance sheet date
(expressed as weighted averages) are as follows:
Discount rate 4.2% 4.4% 4.9% 4.5%
Expected return on assets and expected long-term rate of
return on assets 1
5.8% 6.2% 7.0% 7.0%
Future salary increases 2.6% 2.4% 5.0% 5.0%
Future pension increases 0.6% 0.2% 5.0% $\overline{\phantom{a}}$

1The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories.

Surplus/(deficit) for each defined benefit plan on a funding basis

Consolidated Entity - June 2006 Plan
assets 1
Accrued
benefit 1
т на н
surplus /
(deficit)
CUNTRIBUTOR
recommended
(per year) $2.3$
CSL Superannuation Plan (Australia) 4 28,743 (26, 903) 1,840 2.093
ZLB Bioplasma AG Pension Fund (Switzerland) 222,181 (220, 506) 1,675 8,433
ZLB Behring Pension Plan (US PP) 82,102 (86, 657) (4, 555) 4,555
ZLB Behring Union Pension Plan (US UPP) 52,902 (62, 537) (9,635)
ZLB Behring GmbH Pension Plan (Germany) ٠ (69, 779) (69,779)
ZLB Pharma GmbH Pension Plan (Germany) ٠ (1,819) (1, 819)
ZLB Behring KG Pension Plan (Germany) (2,932) (2,932)
ZLB Plasma Services GmbH Pension Plan (Germany) (146) (146)
ZLB Behring KK Retirement Allowance Plan (Japan) (6,358) (6, 358)
385,928 (477, 637) (91,709) 15,081
Consolidated Entity - June 2005
CSL Superannuation Plan (Australia) 4 26.040 (26, 199) (159) 2,113
ZLB Bioplasma AG Pension Fund (Switzerland) 193,688 (193, 638) 50 8,386
ZLB Behring Pension Plan (US PP) 62,158 (73, 190) (11,032)
ZLB Behring Union Pension Plan (US UPP) 44,055 (65, 244) (21, 189)
ZLB Behring GmbH Pension Plan (Germany) ۰ (54, 144) (54, 144)
ZLB Pharma GmbH Pension Plan (Germany) $\overline{\phantom{a}}$ (1, 472) (1, 472)
ZLB Behring KG Pension Plan (Germany) (1, 879) (1,879)
ZLB Plasma Services GmbH Pension Plan (Germany) (120) (120)
ZLB Behring KK Retirement Allowance Plan (Japan) (5,672) (5,672)
325,941 (421.558) (95, 617) 10,499

1 Plan assets at net market value, and accrued benefits have been calculated at 31 May 2006 (prior year: 30 June 2005), being the date of the most recent financial statements of the plans.

2 Generally contribution recommendations for actively funded plans is based on a methodology that will achieve and maintain a target level of 100% - 105% coverage of vested defined benefit liabilities. The level of contributions to actively funded plans is reassessed annually.

3 The principal economic assumptions used in making these recommendations include:

Consolidated Entity Parent Entity
2006 2005 2006 2005
Expected return on plan assets 5.8% 6.2% 7.0% 7.0%
Future salary increases 2.6% 2.4% 5.0% 5.0%

4 The CSL Superannuation Plan (Australia) is also the defined benefit plan of the parent entity. On 1 June 2006 the CSL Superannuation Plan ceased operation as a stand alone fund. The Assets and Liabilities of the Plan were transferred to AustralianSuper under a Successor Fund Transfer Deed and the Plan now operates as a sub-plan of AustralianSuper. Benefits to members of the plan are unchanged by the new arrangements.

Dias Contribution

for the year ended 30 June 2006

25 Employee benefits (continued)

$(b)$ Defined contribution plans

The consolidated entity and parent entity makes contributions to various defined contribution superannuation plans. The amounts recognised as an expense for the year ended 30 June 2006 was \$19,638,000 and \$9,610,000 respectively (2005; \$14,480,000 and $$8.631.000$ ).

26 Share based payments

Share based payment schemes $(a)$

The Company operates the following schemes that entitles key management personnel and senior employees to purchase shares in the company:

Senior Executive Share Ownership Plan (SESOP)

The Company has an option arrangement (Senior Executive Ownership Plan (SESOP)) where options were granted before 7 November 2002. AASB 2 has not been applied to these options in accordance with the transitional provisions of AASB 1. There are no outstanding SESOP options, however some interest free loans associated with exercised options remain (refer note 8 for details).

Revised Senior Executive Share Ownership Plan (SESOP II)

The establishment of the SESOP II plan was approved by special resolution at the annual general meeting of the Company on 20 November 1997.

Under the rules of SESOP II no loan is made to the recipients of options until the option is exercised. Consequently, no amounts are recorded in receivables until the option is exercised.

The options are issued for a term of seven years and begin to be exercisable after the third anniversary of the date of grant. The options cannot be transferred and are not quoted on the ASX.

Performance hurdles for both the consolidated entity and employees must be met before the options can be exercised. The exercise price is calculated using the weighted average price over the 5 days preceding the issue date of the option.

AASB 2 has only been applied to those options that were issued after 7 November 2002 in accordance with the transitional provisions of AASB 1.

Employee Performance Rights Plan (Performance Rights)

The establishment of the Employee Performance Rights Plan (Performance Rights) was approved by special resolution at the annual general meeting of the Company on 16 October 2003.

Unless otherwise determined by the Board, Performance Rights will be granted for no consideration payable by the employee. A Performance Right represents the right to subscribe for or acquire one share for either nil or monetary consideration not exceeding \$1.00 per share.

A Performance Right may only be exercised when it has become a Vested Performance Right. Unvested Performance Rights cannot be exercised. Vested Performance Rights can be exercised from the date they become Vested Performance Rights until they lapse.

Performance Rights may become Vested Performance Rights if the Company satisfies specified Performance Hurdles during specified Performance Periods. The Performance hurdle is the Company's Total Shareholder Return (TSR) relative to the ASX top 100 index (excluding commercial banks, oil and gas and selected metals and mining companies).

The Performance Period is 3 years (or, if not fully met after 3 years, then 4 years or 5 years) with the Test Dates occurring at the end of Years 3, 4 and 5. The Performance Hurdles will 'cascade' so that a proportion of Performance Rights become Vested Performance Rights when a minimum target is reached, and the proportion will increase as performance exceeds the minimum target.

If, on any Test Date, the Company's performance does not place it above the 50th percentile, in terms of TSR ranking, none of the Performance Rights will vest. Where the Company is placed at or above the 75th percentile, all of the Performance Rights will vest. Between the 50th and 75th percentiles, the proportion of Performance Rights that will vest will increase on a straight-line basis.

No loans are provided by the Company in relation to the grant of Performance Rights to, or exercise of Performance Rights by employees under the Performance Rights Plan.

Global Employee Share Plan (GESP)

Global Employee Share Plan (GESP) also operates whereby employees make contributions from after tax salary up to a maximum of \$3,000 per contribution period. The employees receive the shares at a 15% discount to the applicable market rate, as quoted on the ASX on the first day or the last day of the six month contribution period, whichever is lower.

for the year ended 30 June 2006

26 Share based payments (continued)

$(b)$ Outstanding share based payment equity instruments

The number and exercise price for each share based payment scheme outstanding is presented as follows. All options are settled by physical delivery of shares.

June 2006 Opening
Balance
Granted Exercised Forfeited Lapsed Closing
balance
Exercise
Price
Expiry
date
Vested at
30 June 2006
SESOP II
(by grant date) U
16 November 1999* 17,000 (17,000) ä, \$20.84 16-Nov-06
28 February 2000* 12,000 ı, (12,000) ÷. \$21.01 28-Feb-07
9 February 2000* 40,000 à. (40,000) ¥. \$23.07 09-Feb-07
2 August 2000* 558,980 u (467, 580) (41, 100) J. 50,300 \$34.04 02-Aug-07 50,300
20 June 2001* 634,400 ù. (462, 680) (28, 300) J. 143,420 \$37.54 20-Jun-08 143,420
21 August 2001* 90.000 ı. $\tilde{\phantom{a}}$ $\hat{\phantom{a}}$ U, 90,000 \$49.31 20-Aug-08 90,000
23 August 2001* 126,000 ı. ä, (41,000) J. 85,000 \$37.54 22-Aug-08 85,000
18 October 2001* 5,000 ü L, (5,000) Ù, k, \$43.51 20-Aug-08
10 December 2001* 63.000 ù. (24, 800) ä, à. 38,200 \$49.94 09-Dec-08 38,200
28 January 2002* 20,000 ù k, (20,000) Ù, ä, \$47.20 28-Jan-09
23 July 2002* 1,013,700 ù, (459, 610) J. u, 554,090 \$27.97 23-Jul-09 554,090
16 October 2002* 30,000 ù. (18,000) à. à. 12,000 \$20.67 16-Oct-09 12,000
1 July 2003 392,900 ù. (52, 200) u, 340,700 \$12.19 01-Jul-10
3,002,980 ú, (1,553,870) (135,400) ù, 1,313,710
Performance
Rights
(by grant date)
16 October 2003 50.000 ı. 50.000 27-Oct-10
15 December 2003 128,600 Ù, 128,600 Nil 27-Oct-10
28 April 2004 60,000 ù. 60,000 Nil 31-Mar-11
21 June 2004 132,300 ä. (15,700) à. 116,600 Nil 31-Mar-11
29 October 2004 83,400 ù. (800) à, 82,600 Nil 25-Aug-11
15 July 2005 à, 55,000 à, ×, J. 55,000 Nil 07-Jun-12 à.
7 September 2005 J. 346,750 ٠ (8,000) u 338,750 Nil 07-Jun-12
7 March 2006 J. 52,500 J. ä, ı. 52,500 Nil 20-Dec-12 J.
6 April 2006 J. 40,850 J. u 40,850 Nil 20-Dec-12
454.300 495,100 ù. (24, 500) U 924,900
GESP
(by grant date)
1 March 2005 29,789 $\blacksquare$ (29, 789) U \$27.59 31-Aug-05
1 September 2005 J. 32,990 (32,990) U ú \$29.46 28-Feb-06
1 March 2006" J. 22,072 à. à. ı. 22,072 \$44.17 31-Aug-06 $\sim$
29.789 55,062 (62, 779) ù. 22,072
Total 3,487,069 550,162 (1,616,649) (159,900) u, 2,260,682

* AASB 2 has not been applied to these options as they were issued before 7 November 2002.

" As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the lower of the ASX market price on the first and last dates of the contribution period. Accordingly the exercise price and the final number of shares issued is not yet known (and may differ from the assumptions and fair values disclosed below). The above disclosures are estimated based on information available as at 30 June 2006.

The weighted average share price at the dates of exercise, by equity instrument type, is as follows:
-- ------------------------------------------------------------------------------------------------------ -- --
SESOP II \$47.99
Performance Rights $\sim$
GESP \$44.18

for the year ended 30 June 2006

26 Share based payments (continued)

Outstanding share based payment equity instruments (continued) $(b)$

June 2005 Opening
Balance
Granted Exercised Forfeited Lapsed Closing
balance
Exercise
Price
Expiry
date
Vested at
30 June 2005
SESOP II
(by grant date)
20 November 1997* 100,000 J. (100, 000) \$8.93 20-Nov-04
14 July 1998* 58,310 $\omega$ (58, 310) Ù, \$10.82 14-Jul-05
13 July 1999* 392,480 $\ddot{\phantom{0}}$ (392, 480) ü \$13.23 13-Jul-06
16 November 1999* 85,000 $\ddot{\phantom{0}}$ (68,000) ä. 17,000 \$20.84 16-Nov-06 17,000
28 February 2000* 60.000 (48,000) ×, 12.000 \$21.01 28-Feb-07 12,000
9 February 2000* 200.000 à, (160,000) u 40,000 \$23.07 09-Feb-07 40,000
2 August 2000* 612,700 ä, (28, 720) J. (25,000) 558,980 \$34.04 02-Aug-07 558,980
20 June 2001* 649,500 ä, J. (15, 100) 634,400 \$37.54 20-Jun-08 634,400
21 August 2001* 90.000 à. $\omega$ 90.000 \$49.31 20-Aug-08 90,000
23 August 2001* 198,000 J. (72,000) 126,000 \$37.54 22-Aug-08 126,000
18 October 2001* 5.000 à. u, 5.000 \$43.51 20-Aug-08 5,000
10 December 2001* 91.000 à, (28,000) 63.000 \$49.94 09-Dec-08 63,000
28 January 2002* 20,000 $\ddot{\phantom{0}}$ à, $\tilde{\phantom{a}}$ 20.000 \$47.20 28-Jan-09 20,000
23 July 2002* 1,091,200 ü (15,000) J. (62, 500) 1,013,700 \$27.97 23-Jul-09 1,013,700
16 October 2002* 30,000 à. $\tilde{\phantom{a}}$ 30,000 \$20.67 16-Oct-09 30,000
1 July 2003 507,600 ù, (114, 700) ä, 392.900 \$12.19 01-Jul-10
4,190.790 J. (985, 210) U (202, 600) 3,002,980 2,610,080
Performance
Rights
(by grant date)
16 October 2003 50,000 50.000 Nil 27-Oct-10
15 December 2003 153,000 à. (24, 400) 128,600 Nil 27-Oct-10
28 April 2004 60,000 à. k. 60,000 Nil 31-Mar-11
21 June 2004 132,300 J. 132,300 Nil 31-Mar-11
29 October 2004 83,400 ù. 83,400 Nil 25-Aug-11
395,300 83,400 U ù. (24, 400) 454,300
GESP
(by grant date)
1 September 2004 35,895 (35,895) \$22.09 28-Feb-05
1 March 2005* J. 29,789 $\omega$ J. $\omega$ 29,789 \$27.59 31-Aug-05 $\sim$
65,684 (35, 895) u. U. 29.789
Total 4,586.090 149,084 (1,021,105) Ù, (227,000) 3,487.069

* AASB 2 has not been applied to these options as they were issued before 7 November 2002.

* As noted above, the exercise price at which GESP plan shares are issued is calculated at a 15% discount to the tower of the ASX market price on the
first and last dates of the contribution period. Accordingly the exercis

The weighted average share price at the dates of exercise, by equity instrument type, is as follows:

SESOP II \$28.15
Performance Rights $\overline{\phantom{a}}$
GESP \$32.05

for the year ended 30 June 2006

26 Share based payments (continued)

Valuation assumptions and fair values of equity instruments granted $(c)$

The fair value of services received in return for equity instruments granted are measured by reference to the fair value of equity instruments granted. The estimate of fair value of the services received is measured based on a combination of the Binomial and Black Scholes option valuation methodologies. The expected vesting period of equity instruments is also used as an input into the valuation model applied.

The following tables summarise the assumptions and fair values of unexercised equity instruments issued after 7 November 2002:

Fair Value 1 Share
Price
Exercise
Price
Expected
volatility 2
Life
assumption
Expected
divídend
vield
Risk free
interest
rate
SESOP II (by grant date)
1 July 2003 \$4.58 \$12.08 \$12.19 37.0% 3-5 years 2.5% 5.60%
Performance Rights (by grant date)
16 October 2003 \$10.52 \$16.25 Nil 37.0% 4 years 2.5% 5.61%
15 December 2003 \$11.33 \$17.51 Nil 37.0% 4 years 2.5% 5.79%
28 April 2004 \$15.14 \$22.91 Nil 35.0% 4 years 2.0% 5.71%
21 June 2004 \$14.34 \$21.72 Nil 34.0% 4 years 2.0% 5.63%
29 October 2004 \$20.69 \$28.80 Nil 34.0% 4 years 2.0% 5.32%
15 July 2005 \$24.51 \$34.90 Nil 27.0% 4 vears 1.5% 5.19%
7 September 2005 \$24.40 \$34.75 Nil 27.0% 4 years 1.5% 5.10%
7 March 2006 \$43.58 \$53.25 Nil 27.0% 4 years 1.5% 5.37%
6 April 2006 \$42.97 \$53.41 Nil 27.0% 4 years 1.5% 5.51%
GESP (by grant date) 3
1 September 2004 \$5.97 \$26.03 \$22.09 34.0% 6 months 2.0% 5.70%
1 March 2005 \$7.60 \$33.11 \$28.14 34.0% 6 months 2.0% 5.70%
1 September 2005 \$6.19 \$34.52 \$29.46 27.0% 6 months 1.5% 5.10%
1 March 2006 \$10.89 \$51.97 \$44.17 27.0% 6 months 1.5% 5.37%

1 Equity instruments are granted under a service condition and, for equity instruments issued under the SESOP II plan, a non-market performance condition. Such conditions are not taken into account in the grant date fair value measurement of the services received. The market conditions associated with equity instruments issued under the SESOP II and Performance Rights plans are incorporated into the determination of the fair value at grant date.

2 The expected volatility is based on the historic volatility (calculated based on the remaining life assumption of each equity instrument), adjusted for any expected changes to future volatility due to publicly available information.

3 The fair value of GESP equily instruments is estimated based on the assumptions prevailing on the grant date. In accordance with the terms and conditions of the GESP plan, shares are issued at the lower of the ASX market price on the first and last dates of the contribution period.

for the year ended 30 June 2006

27 Key management personnel disclosures

The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:

Executive directors

B A McNamee (Chief Executive Officer and Managing Director)

A M Cipa (Finance Director)

Non-executive directors

  • P H Wade (Chairman)
  • J Akehurst
  • E A Alexander
  • I A Renard
  • M A Renshaw
  • K J Roberts
  • J Shine (appointed 1 June 2006)
  • A C Webster

Executives

  • P Turner (President, ZLB Behring)
  • C Armit (President, CSL Pharmaceutical)
  • P Bordonaro (President, CSL Bioplasma)*
  • A Cuthbertson (Chief Scientific Officer)
  • P Turvey (Company Secretary and General Counsel)
  • K Milroy (General Manager, Human Resources)^
  • T Giarla ((President, CSL Bioplasma)*
  • A von Bibra (General Manager, Human Resources )^

* During the year the role of President of CSL Bioplasma transitioned from Mr Bordonaro to Mr Giarla.

^ During the year the role of General Manager of Human Resources transitioned from Mr Milroy to Ms von Bibra. The disclosures below for Ms von Bibra are for the period from 23 January 2006 to 30 June 2006.

for the year ended 30 June 2006

27 Key management personnel disclosures (continued)

Total compensation for key management personnel

Consolidated entity Parent entity
\$ \$ \$ \$
2006 2005 2006 2005
Short term
Salary and Fees 6,192,904 6,319,102 5,306,879 5,310,610
Short term incentive cash bonus 4,271,247 5.034,110 3,384,564 4,271,670
Non-monetary benefits 365,655 286,591 331,271 282,419
Total 10,829,806 11,639,803 9,022,714 9.864.699
Post-employment
Superannuation benefits 520,348 446,094 441,652 367,834
Total 520,348 446,094 441,652 367,834
Other long-term - Long service
leave and equivalents 447.035 652,321 361,843 256,381
Share-based payments
Equity settled shares / units 1,625,820 720,877 1,416,676 637,363
Equity settled options / rights 998,719 903,581 840,379 703,579
2,624,539 1,624,458 2,257,055 1.340.942
Total 14,421,728 14,362,676 12,083,264 11,829,856

The consolidated entity has applied the relief granted in Regulation 2M of the Corporations Act to disclose certain compensation information required by AASB 124 Related Parties Disclosure in respect of key management personnel in the Directors' Report.

Loans to key management personnel and their related parties (consolidated entity)

Details regarding the aggregate of loans made, guaranteed or secured by any entity in the consolidated entity to key management personnel and their related parties, and the number of individuals in each group, are as follows:

Opening
balance
Interest
charged
Closing
balance
\$
Number in
group
Total for key management personnel 2006 5,982,000 149,000 5,385,000 10
2005 3,812,000 143,000 5,982,000 12
2006 м ×. ۰ м.
Total for other related parties 2005 $\blacksquare$ $\blacksquare$ $\overline{r}$
Total for key management personnel 2006 5,982,000 149,000 5,385,000 10
and their related parties 2005 3.812.000 143.000 5.982.000 12

for the year ended 30 June 2006

27 Key management personnel disclosures (continued)

Loans to key management personnel and their related parties (continued)

Details regarding loans outstanding at the reporting date to key management personnel and their related parties at any time during the reporting period, are as follows:

Balance at
1 July 2005
5
Interest
charged
ъ
Balance at
30 June 2006
Highest owing
in period
Interest not
charged
ъ
Executive Directors
B A McNamee 893,000 35,000 447,000 893.000 18,000
A M Cipa 48,000 2,000 46,000 48,000 2,000
Key Management
Personnel
P Turner 110,000 4.000 110,000 110,000 4.000
C Armit 2,537,000 40.000 1,615,000 3,460,000 62.000
P Bordonaro 330,000 330,000 2,000
A Cuthbertson 1.008.000 37,000 1,511,000 1,784,000 91,000
P Turvey 593,000 20,000 1,702,000 1,702,000 50.000
K Milroy 463,000 $\mathbf{r}$ 463,000 3.000
A von Bibra
T Giarla 11.000

All of the loans relate to SESOP and SESOP II under which key management personnel were provided with loans to fund the exercise of options. SESOP was terminated by the Company and there are no longer any outstanding options under this plan. No grants of options have been made under SESOP II since July 2003.

Loans to key management personnel relating to SESOP are interest free. Loans relating to SESOP II are charged interest at a concessional average rate of 2.5%. This is based on interest being charged equivalent to the after-tax cash amount of dividends on the underlying shares (excluding the impact of imputation and assuming a marginal income tax rate of 48.5%). The average commercial rate of interest during the year was 7.82%.

Other key management personnel transactions with the company or its controlled entities

The key management personnel and their related entities have the following transactions with entities within the consolidated entity that occur within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing at arm's length in similar circumstances:

  • The Company has a number of contractual relationships, including property leases and collaborative research arrangements, with the University of Melbourne of which Mr Ian Renard is the Chancellor and Miss Elizabeth Alexander is the Chair of the Finance Committee and a member of the Council.
  • The parent entity made contributions during the financial year to the CSL Superannuation Plan. Dr B A McNamee is a shareholder of the Plan's trustee company, but not a member of the Plan.

for the year ended 30 June 2006

27 Key management personnel disclosures (continued)

Options and rights over equity instruments granted as compensation

The movement during the reporting period in the number of options and rights over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is

SESOP and SESOP II
Options
Balance at
1 July 2005
Number
Granted
Number
Exercised
Number
Lapsed /
Forfeited
Balance at
30 June 2006
Number
Vested
during the
year
Vested and
exercisable
at 30 June
2006
Executive Directors
B A McNamee × ı. ٠ $\mathbf{u}$
A M Cipa 75,000 ω. 50,000 ٠ 25.000 15,000 25,000
Executives
P Turner 175,000 u. 145,000 ٠ 30,000 65,000
C Armit 90,000 v. 40,000 ٠ 50,000 70,000 30,000
P Bordonaro 75,000 75,000 ٠ $\overline{\phantom{a}}$ 15,000 ×.
A Cuthbertson 87,000 ×. 57,000 ٠ 30,000 57,000 ×.
P Turvey 100,000 v. 80,000 ٠ 20,000 40,000
K Milroy 70.000 u. 28,000 ٠ 42.000 7,000 $\blacksquare$
T Giarla 103,500 u. 45,000 $\overline{\phantom{a}}$ 58.500 54,000 36,000
A von Bibra 39,600 u. 21,120 ٠ 18.480 5,280
Total 815,100 $\blacksquare$ 541,120 $\blacksquare$ 273,980 328,280 91.000

No SESOP or SESOP II options were granted in the current year. No SESOP or SESOP II options have been granted since the end of the financial year. The options have been provided at no cost to the recipients.

No options held by key management personnel are vested but not exercisable.

For further details, including the key terms and conditions, grant and exercise dates for options granted to executives, refer note 26.

for the year ended 30 June 2006

27 Key management personnel disclosures (continued)

Performance Rights Balance at
1 July 2005
Number
Granted
Balance at
30 June
2006
Executive Directors
B A McNamee 70.000 77.500 147,500
A M Cipa 40.000 30.000 70,000
Executives
P Turner 24.800 29,550 54.350
C Armit 14,400 7.450 21,850
P Bordonaro. 20.800 7.450 28,250
A Cuthbertson 11.100 14.250 25,350
P Turvey 17.100 10.250 27.350
K Milroy 5,800 4.450 10.250
T Giarla 6,000 6,850 12.850
A von Bibra 1,500 3,300 4,800
Total 211.500 191.050 402,550

Performance Rights were granted during the current year as follows:

Date granted Expiry date Exercise
price
Fair value
15 July, 2005 7 June 2012 Nil \$24.51
7 September, 2005 7 June 2012 Nil \$24.40
7 March, 2006 20 December 2012 Nil \$43.58
6 April, 2006 20 December 2012 Nil \$42.97

No Performance Rights have been granted since the end of the financial year. The Performance Rights have been provided at no cost to the recipients.

No Performance Rights held by key management personnel have vested.

For further details, including the key terms and conditions, grant and exercise dates for all Performance Rights granted to executives, refer note 26.

Modification of terms of equity-settled share-based payment transactions

No terms of equity-settled share-based payment transactions (including options and performance rights granted as compensation to a key management person) have been altered or modified by the issuing entity during the reporting period.

for the year ended 30 June 2006

27 Key management personnel disclosures (continued)

Exercise of equity instruments granted as compensation

During the reporting period, the following shares were issued on the exercise of options or performance rights granted as compensation:

30 June 2006 30 June 2005
Date Option
Granted
Number of
shares
Paid per
share
Ŝ
Date Option
Granted
Number of
shares
Paid per
share
\$
Directors
B A McNamee November 1997 100,000 \$8.93
A M Cipa August 2000 50,000 \$34.04 July 1998 5,954 \$10.82
July 1999 20,000 \$13.23
Executives
P Turner July 2002 45,000 \$27.97 July 1998 10,192 \$10.82
August 2000 100,000 \$34.04
C Armit February 2000 40,000 \$23.07 February 2000 160,000 \$23.07
P Bordonaro August 2000 75,000 \$34.04 July 1998 6,000 \$10.82
A Cuthbertson February 2000 12,000 \$21.01 July 1999 20,000 \$13.23
July 2002 45,000 \$27.97 February 2000 48,000 \$21.01
P Turvey August 2000 50,000 \$34.04 July 1998 5,924 \$10.82
July 2002 30,000 \$27.97 July 1999 20,000 \$13.23
K Milroy June 2001 28,000 \$37.54 July 1999 14,000 \$13.23
T Giarla July 2003 45,000 \$12.19 July 1999 36,000 \$13.23
A von Bibra June 2001 21,120 \$37.54
Total: 541,120 446,070

There are no amounts unpaid on the shares as a result of the exercise of options or performance rights.

Movements in shares Balance at
1 July 2005
Options /
Performance
Rights Exercised
during year
Other changes
during year
Balance at
30 June 2006
Executive Directors
B A McNamee 343,511 (50,000) 293,511
A M Cipa 8,547 50,000 (50,000) 8,547
Non-Executive
Directors
P H Wade 30,910 1,241 32,151
J Akehurst 6.313 531 6,844
E A Alexander 6,516 531 7,047
I A Renard 6,373 531 6,904
M A Renshaw 659 531 1,190
K J Roberts 5.838 (469) 5,369
A C Webster 8,842 531 9,373
Executives
P Turner 12,242 145,000 (145,000) 12,242
C Armit 110,910 40,000 (80,000) 70,910
P Bordonaro 26,760 75.000 (101,000) 760
A Cuthbertson 48,379 57,000 (48,000) 57,379
P Turvey 46.971 80,000 (75, 713) 51,258
K Milroy 36,603 28,000 (62, 832) 1,771
T Giarla 45,000 (45,000)
A von Bibra 1,283 21,120 (21,765) 638
Total 700,657 541,120 (675, 883) 565,894

There have been no movements in shareholdings of key management personnel between 30 June 2006 and the date of this report.

for the year ended 30 June 2006

28 Non key management personnel related party disclosure

Ultimate Controlling Entity

The ultimate controlling entity is CSL Limited.

Identity of related parties

The parent entity has a related party relationship with its subsidiaries (see note 31) and with its key management personnel (see note 27).

Other related party transactions

The parent entity entered into the following transactions during the year with related parties in the consolidated entity:

Wholly owned subsidiaries

  • Loans were advanced and repayments received on the long term intercompany accounts;
  • Interest was charged on outstanding intercompany loan account balances;
  • Sales and purchases of products;
  • Licensing of intellectual property; $\bullet$
  • $\bullet$ Provision of marketing services by controlled entities; and
  • Management fees were received from a controlled entity.

The sales, purchases and other services were undertaken on commercial terms and conditions.

Payment for intercompany transactions is through intercompany loan accounts and may be subject to extended payment terms.

Amounts payable to and receivable from parties in the wholly owned subsidiaries are set out in the notes to the financial statements.

Partly owned subsidiaries

No transactions occurred during the year.

Amounts payable to and receivable from parties in the partly owned subsidiaries are set out in the notes to the financial statements.

Transactions with key management personnel and their related parties

Disclosures relating to key management personnel are disclosed in note 27.

Transactions with other related parties

During the year, the parent and subsidiaries made contributions to defined benefit and contribution superannuation plans as disclosed in note 25.

Ownership interests in related parties

The ownership interests in related parties in the consolidated entity are disclosed in note 31. All transactions with subsidiaries have been eliminated on consolidation.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
\$ S \$ S.
29 Remuneration of Auditors
Amounts received, or due and receivable, for the audit and review of
the financial reports of the parent entity and its subsidiaries by:
Ernst & Young 751,500 590,217 751,500 590,217
Ernst & Young related practices 2,541,364 2,391,655
3,292,864 2,981,872 751,500 590,217
Amounts received, or due and receivable, for the other services in
relation to the parent entity and its subsidiaries by:
Ernst & Young
- due diligence / completion audits 16,000 488,408 16,000 488,408
- accounting advice 67,500 $\blacksquare$ 67,500
- compliance and other audits 13,050 46,764 13,050 46,764
Ernst & Young related practices
- due diligence / completion audits 19,695
- accounting advice
- compliance and other audits 181,193
210,243 622,367 29,050 602.672
3,503,107 3,604,239 780,550 1,192,889
30 Commitments and contingencies
(a) Operating leases
Non-cancellable operating lease rentals are payable as follows:
Not later than one year 35,667 31,889 1,259 1,433
Later than one year but not later than five years 86,466 86,222 2,084 2,619
Later than five years 117,482 132,268 370 378
239,615 250,379 3,713 4,430
Operating leases entered into relate predominantly to leased land and rental properties. Rental payments are predominantly fixed,
but generally contain inflation escalation clauses on which contingent rentals are determined. No operating leases contain
restrictions on financing or other leasing activities.
(b) Finance leases
Future minimum lease payments are payable as follows:
Not later than one year 4,771 4,242
Later than one year but not later than five years 17,416 16.614
Later than five years 49,160 49,095
Total minimum lease payments 71,347 69,951
Future finance charges (29, 826) (29, 710)
Finance lease liability 41,521 40,241
The present value of finance lease liabilities is as follows:
Not later than one year 2,198 1,850
Later than one year but not later than five years 8,372 7,969
Later than five years 30,951 30,422
41,521 40,241
Finance lease - current liability (refer note 17) 2,111 1,756
Finance lease - non-current liability (refer note 17) 39,410 38,485
41,521 40,241

Finance leases entered into relate predominantly to leased plant and equipment. Lease payments are generally fixed for the life of the agreement. At the end of the lease term, the consolidated entity has the option to purchase the equipment at a discount to market value, a price deemed to be a bargain purchase option. No finance leases contain restric activities.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
S s \$ S
30 Commitments and contingencies (continued)
(c) Total lease liability
Current
Finance leases (refer note 17) 2,111 1,756
Surplus lease space (refer note 19) 2,343 6,720
4,454 8,476
Non-current
Finance leases (refer note 17) 39,410 38,485
Surplus lease space (refer note 19) 948 3,844
40,358 42,329 ٠
44,812 50,805 ٠
(d) Capital commitments
Capital expenditure contracted for at balance date but not
provided for in the financial statements, payable:
Not later than one year 40,109 11,808 13,832 4,500
Later than one year but not later than five years 8,160
Later than five years
48,269 11,808 13,832 4,500

Contingent assets and liabilities $(e)$

Guarantees

Details and estimates of maximum amounts of contingent liabilities, classified in accordance with the party from whom the liability could arise for which no provisions are included in the financial statements, are as follows:

Parent entity guarantee of subsidiary borrowings 858.451 818.897
Bank guarantees 26.632 23.186 4.995 4.045
26,632 23.186 863.446 822.942

Service agreements

The maximum contingent liability for benefits under service agreements, in the event of an involuntary redundancy, is between 3 to 12 months. Agreements are held with the managing director and persons who take part in the management of the companies in the consolidated entity. The maximum liability that could arise, for which no provisions are included in the financial statements is as follows:

Service agreements 7.683 8.243 5.463 3.780

Litigation

The consolidated entity is currently involved in litigation with both Bayer and Baxter over alleged infringement of the consolidated entity's interest in the Freudenberg patent covering technology involved in the production of rFVIII. Bayer has filed a counter suit against the consolidated entity, claiming breach of the Helixate supply agreement. There is no guarantee that the consolidated entity will be successful in the defence of this patent. Bayer's counter suit against the consolidated entity represents a threat to the continued supply of Helixate from Bayer.

The consolidated entity is involved in other litigation in the ordinary course of business. The directors believe that future payment of a material amount in respect of litigation is remote. An estimate of the financial effect of this litigation cannot be calculated as it is not practicable at this stage The consolidated entity has disclaimed liability for, and is vigorously defending, all current claims and actions that have been made.

Deed of cross guarantee

The parent entity has entered into a deed of cross guarantee in accordance with a class order issued by the Australian Securities and Investments Commission. The parent entity, and the subsidiaries which are party to the deed, have guaranteed the repayment of all current and future creditors in the event that any of these companies are wound up. Refer note 33 for details.

for the year ended 30 June 2006

$31$ Controlled Entities

Country of incorporation Percentage Owned
2006 2005
$\frac{D}{D}$ %
Parent Entity:
CSL Limited Australia
Subsidiaries of CSL Limited:
Cervax Pty Ltd Australia 74 74
CSL (New Zealand) Limited New Zealand 100 100 (a)
Iscotec AB Sweden 100 100 (a)
CSL International Pty Ltd Australia 100 100
CSL Finance Pty Ltd Australia 100 100
CSL Denmark ApS Denmark 100 100 (a)
ZLB Behring AG Switzerland 100 100 (a)
ZLB GmbH Germany 100 100 (a)
CSL UK Holdings Limited England 100 100 (a)
ZLB Bioplasma UK Limited England 100 100 (a)
ZLB Holdings Inc USA 100 100
CSL Biotherapies Inc. USA 100 $\overline{a}$ (b)
ZLB Bioplasma (Hong Kong) Limited Hong Kong 100 100 (a)
ZLB Behring LLC USA 100 100 (a)
ZLB Behring Sales Force Inc. USA 100 100 (a)
ZLB Bioplasma Inc USA 100
100
100
100
(a)
ZLB Behring Canada Inc. Canada (a)
ZLB Behring Brazil Comercio de
Produtos Farmaceuticals Ltda
Brazil 100 100 (a)
ZLB Behring KK Japan 100 100 (a)
ZLB Behring S.A. de C.V. Mexico 100 100 (a)
ZLB Behring S.A. France 100 100 (a)
ZLB Pharma GmbH Germany 100 100 (a)
ZLB Behring Foundation for Research
and Advancement of Patient Health
USA 100 100 (a)
ZLB Behring Verwaltungs GmbH Germany 100 100 (a)
ZLB Behring Beteiligungs GmbH & Co KG Germany 100 100 (a)
ZLB Plasma Services GmbH Germany 100 100 (a)
ZLB Behring GmbH Germany 100 100 (a)
ZLB Behring (Switzerland) AG Switzerland 100 100 (a)
ZLB Behring GmbH Austria 100 100 (a)
ZLB Behring S.A. Spain 100 100 (a)
ZLB Behring A.B. Sweden 100 100 (a)
ZLB Behring S.p.A. Italy 100 100 (a)
ZLB Behring N.V. Belgium 100 100 (a)
ZLB Behring Lda Portugal 100 100 (a)
ZLB Behring MEPE Greece 100 100 (a)
ZLB Behring Asia Pacific Limited Hong Kong 100 100 (a)
ZLB Behring S.A. Argentina 100 100 (a)
ZLB Behring Holdings Ltd. England 100 100 (a)
ZLB Behring UK Ltd. England 100 100 (a)
CSL Biotherapies Asia Pacific Limited Hong Kong 100 ۰ (b)

(a) Audited by affiliates of the parent entity auditors.

(b) CSL Biotherapies Inc and CSL Biotherapies Asia Pacific Limited were incorporated during the year.

for the year ended 30 June 2006

Consolidated Entity Parent Entity
2006 2005 2006 2005
Notes \$000 \$000 \$000 \$000
Statement of Cash Flows
Reconciliation of cash and cash equivalents and non-cash
financing and investing activities
Cash at the end of the year is shown in the cash flow
statement as:
Cash at bank and on hand 7 384,064 258,528 28,066
Cash deposits 7 369,630 465,314 149,224 461,769
Bank overdrafts 17 (5,706) (4,091)
747,988 719.751 177,290 461,769
Reconciliation of Profit after Tax to Cash Flows from
Operations
Profit after tax 117,357 487,774 16,034 55,295
Non-cash items in profit after tax
Contingent consideration 233,536
Depreciation and amortisation 116,064 125,137 31.122 29,746
Loss / (Gain) on sale of property, plant and equipment (421) 1,994 75 67
Finance costs 1,351 1,258
Unwinding of discount 7,360 9,271
Realised exchange loss on disposal of foreign subsidiaries
reclassified to the income statement
11,164
Share based payments expense 4,684 2,294 4.684 2,294
Changes in assets and liabilities, net of the effects of purchase /
disposal of subsidiaries:
(Increase)/decrease in trade and other receivables
24,704 (86, 707) (16, 803) (13,988)
(Increase)/decrease in inventories 30,500 157,972 (6, 975) 6,696
(Increase)/decrease in retirement benefit assets (19, 342) 927 213
(Increase)/decrease in deferred tax assets 6,809 173,235 (14, 216)
Increase/(decrease) in trade and other payables (6,066) 31,036 10,751 892
Increase/(decrease) in deferred government grants 1,504 2,460 1,504 2,460
Increase/(decrease) in provisions (3,713) (22, 222) 5.862 (2,316)
Increase/(decrease) in retirement benefit liabilities (5,714) (37,060) (158) (336)
Increase/(decrease) in deferred tax liabilities 13,551 (53,024) 23,958 (5,087)
522,164 805,509 56,051 75,723
Less: Gain on sale of discontinued operations, net of tax 6 237,687
Net cash inflow from operating activities 522,164 567,822 56,051 75,723

Financing Facilities $(c)$

The consolidated entity has access to the following financing facilities with a number of financial institutions:

Consolidated Entity
Parent Entity
Accessible
\$000
Drawn down
\$000
Unused
\$000
Accessible
\$000
Drawn down
\$000
Unused
\$000
June 2006
Bank overdraft facility (b), (d) 10.219 5.706 4.513 4.513 $\bullet$ 4.513
Bank loan facilities (a), (d) 655.132 486,778 168.354 $\blacksquare$ $\bullet$
Total financing facilities (c) 665,351 492,484 172,867 4.513 4.513

for the year ended 30 June 2006

32 Statement of Cash Flows (continued)

Financing Facilities (continued) $(c)$

Consolidated Entity Parent Entity
Accessible
\$000
Drawn down
\$000
Unused
\$000
Accessible
\$000
Drawn down
\$000
Unused
\$000
June 2005
Bank overdraft facility (b), (d) 9.383 4.091 5.292 4.482 4.482
Bank loan facilities (a), (d) 658.514 458.269 200.245 $\mathbf{r}$ $\sim$
Total financing facilities (c) 667.897 462,360 205,537 4.482 $\mathbf{r}$ 4.482

$(a)$ Drawn facilities expire in March 2007 and March 2009.

$(b)$ No specific expiry date.

$(c)$ The current / non-current allocation of loan facilities reflects the existing refinancing arrangements in place during the period.

The bank loan and overdraft facilities have certain loan covenants attached to them. As at balance date, the consolidated $(d)$ entity was in compliance with these covenants.

33 Deed of Cross Guarantee

A deed of cross guarantee between CSL International Pty Ltd and CSL Limited was enacted on 20 June 1995 and relief was obtained from preparing financial statements of CSL International Pty Ltd under the ASIC Class Order. On 30 June 2003, an Assumption Deed was lodged with ASIC, which joins CSL Finance Pty Ltd and JRH Biosciences Pty Ltd as parties to the deed of cross guarantee. JRH Biosciences Pty Ltd was removed from the deed on its disposal from the group during the prior year. Under the deed, all entities guarantee to support the liabilities and obligations of each other. Financial information for the class order group comprising CSL Limited, CSL International Pty Ltd, CSL Finance Pty Ltd and JRH Biosciences Pty Ltd (until its disposal on 28 February 2005) is as follows:

SUMMARISED INCOME STATEMENT AND RETAINED EARNINGS Consolidated Entity
2006
\$000
2005
\$000
Profit before tax 243,272 206.493
Income tax expense (10, 268) (15,356)
Net profit 233,004 191,137
Set out below is a summary of movements in consolidated retained earnings of the
closed group:
Retained earnings at beginning of the financial year 581.196 474,971
Net profit 233.004 191,137
Actuarial gain / (loss) on defined benefit plans, net of tax 1.437 38
Dividends provided for or paid (124, 394) (84,950)
Retained earnings at the end of the financial year 691,243 581.196

As disclosed in note 5 the contingent consideration on the acquisition of Aventis Behring was recognised on 20 June 2006 and accordingly a provision was raised by the Group and booked in the accounts of the acquirer, ZLB Bioplasma (Hong Kong) Limited. As the provision was booked in ZLB Bioplasma (Hong Kong) Limited, the provision and associated charge is not reflected within the class order group.

for the year ended 30 June 2006

$332$ Deed of Cross Guarantee (continued)

BALANCE SHEET Consolidated Entity
2006
\$000
2005
\$000
CURRENT ASSETS
Cash and cash equivalent 434,383 461,769
Trade and other receivables 58,975 53,370
Current tax assets 57,374
Inventories 66,426 59,451
Other financial assets
Total current assets 617,158 574,590
NON-CURRENT ASSETS
Trade and other receivables 429,080 456,876
Other financial assets 1,259,318 1,298,641
Property, plant and equipment 268,881 261,402
Deferred tax assets 24,457
Intangible assets 20,000 20,000
Retirement benefit assets 1,840
Total non-current assets 2,003,576 2,036,919
TOTAL ASSETS 2,620,734 2,611,509
CURRENT LIABILITIES
Trade and other payables 109,361 138,221
Interest-bearing liabilities and borrowings 359,855
Other financial liabilities
Current tax liabilities 24,801
Provisions 26,116 17,848
Deferred government grants 371 296
Retirement benefit liabilities
Total Current Liabilities 520,504 156,365
NON-CURRENT LIABILITIES
Trade and other payables 69,813 1,328
Interest-bearing liabilities and borrowings 274,399 595,520
Non-current tax liabilities
Deferred tax liabilities
Provisions 37,225
5,223
31,617
16,391
Deferred government grants 4,093 2,664
Retirement benefit liabilities 159
Total Non-Current Liabilities 390,753 647,679
TOTAL LIABILITIES 911,257 804,044
NET ASSETS 1,709,477 1,807,465
EQUITY
Contributed equity 994,101 1,223,466
Reserves 24,133 2,803
Retained earnings 691,243 581,196
TOTAL EQUITY 1,709,477 1,807,465

for the year ended 30 June 2006

Consolidated Entity
2006 2005
\$000 \$000
Earnings Per Share
Earnings used in calculating basic and dilutive earnings per share comprises:
Profit from continuing operations 117,357 234,729
Profit from discontinuing operations ٠ 253,045
Profit attributable to ordinary shareholders 117,357 487,774
Number of shares
2006 2005
Weighted average number of ordinary shares used in the calculation of basic earnings per share: 182,025,674 195,988,194
Effect of dilutive securities:
Senior Executive Share Ownership Plan options 697,530 500,953
Employee Performance Rights 587,904 321,154
Global Employee Share Plan 29,299 7,551
Contingent Consideration 7,098,615 4,852,093
Adjusted weighted average number of ordinary shares used in the calculation of diluted earnings
per share:
190,439,022 201,669,945

Contingent consideration

In accordance with AASB 133 Earnings Per Share, contingent consideration that may be settled in either cash or ordinary shares is required to be included in the calculation of diluted earnings per share where the effect is dilutive.

Conversions, calls, subscription or issues after 30 June 2006

Since the end of the financial year, no ordinary shares have been issued.

There have been no other conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

35 Events occurring after reporting date

On 17 July 2006, the consolidated entity announced a proposal to acquire 100% of the issued shares (125.2 million at 30 June 2006) in Zenyth Therapeutics Limited (Zenyth), a listed Australian based biotechnology company. The consideration offered is 82 cents cash per share. The proposal has been unanimously recommended by Zenyth's directors and is proposed to be implemented by way of a scheme of arrangement between Zenyth and its shareholders.

for the year ended 30 June 2006

36 Financial Instruments

Objectives for holding derivative financial instruments

The consolidated entity is primarily exposed to the risk of adverse movements in exchange rates and interest rates and accordingly uses derivative financial instruments to manage specifically identified risks as approved by the board of directors. The accounting policy applied by the consolidated entity in respect to derivative financial instruments is outlined in note 1(w).

The purpose of specific derivative instruments that may be used by the consolidated entity is as follows:

  • Foreign currency forward exchange contracts are purchased predominantly to hedge the foreign currency value of receivables and payables. Forward exchange contracts are purchased when considered necessary to create a desired hedge position; and
  • Interest rate swap agreements are used to convert variable interest rate exposures on certain debt to fixed rates. These swaps ٠ entitle the consolidated entity to receive, or oblige it to pay, the amounts, if any, by which actual interest payments on nominated loan amounts exceed or fall below specified interest amounts.

Interest Rate Risk Exposures

The consolidated entity is, from time to time, exposed to interest rate risk through primary financial assets and liabilities. In accordance with the consolidated entities approved risk management policies, derivative financial instruments such as interest rate swaps are used to hedge interest rate risk exposures. As at 30 June 2006, no derivative financial instruments hedging interest rate risk were outstanding (2005: Nil).

The following tables summarise interest rate risk for income-earning financial assets and interest-bearing financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.

Fixed interest rate maturing in
Consolidated Entity - June 2006 Floating
rate (a)
1 year or
less
Over 1 year
to 5 years
Over
5 years
Non-
interest
bearing
Total Average
interest
rale
\$000 \$'000 \$'000 \$'000 \$'000 \$'000 %
Financial Assets
Cash and cash equivalents 753,694 v. $\mathbf{r}$ $\omega$ $\overline{\phantom{a}}$ 753,694 4.75%
Trade and other receivables ٠ ÷. ٠ ٠ 611,352 611,352 ×.
Other financial assets ٠ o. $\omega$ ×, 12,600 12,600 ٠
753,694 v. ٠ v. 623,952 1,377,646
Financial Liabilities
Trade and other payables à. ٠ $\epsilon$ ٠ 388,979 388,979 ٠
Bank loans - unsecured 486.922 $\omega$ $\omega$ ٠ $\overline{\phantom{a}}$ 486,922 2.59%
Deferred consideration-intangibles acquired ٠ 9.261 16,459 ù. $\omega$ 25,720 2.78%
Deferred consideration-subsidiary acquired ٠ 80,228 82,262 ٠ $\overline{a}$ 162,490 4.35%
Bank overdraft - unsecured 5.706 ٠ $\overline{\phantom{a}}$ 5,706 5.10%
Senior unsecured notes ٠ 18,993 75.713 241,764 ٠ 336,470 5.22%
Lease liabilities ٠ 2,111 8,394 31,016 ٠ 41,521 6.14%
492.628 110.593 182.828 272,780 388,979 1,447,808

for the year ended 30 June 2006

36 Financial Instruments (continued)

Fixed interest rate maturing in
Consolidated Entity - June 2005 Floating
rate (a)
1 year or
less
Over 1 year
to 5 years
Over
5 years
Non-
interest
bearing
Total Average
interest
rate
\$'000 \$'000 \$'000 \$'000 \$'000 \$'000 %
Financial Assets
Cash and cash equivalents 723,842 ٠ $\omega$ ٠ ч 723,842 4.29%
Trade and other receivables ٠ à. ٠ ٠ 573,253 573,253 u,
Other financial assets ٠ ٠ ٠ ٠ 16,566 16,566 ٠
723.842 ٠ ٠ v. 589,819 1.313,661
Financial Liabilities
Trade and other payables ٠ ٠ $\omega$ ٠ 398,555 398,555 $\omega$
Bank overdraft 4,091 $\overline{a}$ $\omega$ ٠ ٠ 4,091 2.45%
Bank loans - unsecured 458.269 $\blacksquare$ ٠ ٠ 458,269 1.82%
Deferred consideration-intangibles acquired ٠ 8.283 24,255 ı. ٠ 32,538 2.50%
Deferred consideration-subsidiary acquired ٠ ٠ 150,950 u, ٠ 150,950 4.36%
Senior unsecured notes ٠ ٠ 74.258 250,633 v. 324,891 5.70%
Lease liabilities v. 1,756 11,733 26,752 v. 40,241 5.95%
462.360 10,039 261.196 277,385 398,555 1,409,535

* Notional principal amounts

(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.

The following tables summarise interest rate risk for income-earning financial assets and interest-bearing financial liabilities, the effective interest rates as at balance date and the periods in which they reprice.

Fixed interest rate maturing in
Parent Entity - June 2006 Floating
rate (a)
1 year or
less
Over 1 year
to 5 years
Over
5 years
Non-
interest
bearing
Total Average
interest
rate
\$'000 \$'000 \$'000 \$'000 \$'000 \$'000 %
Financial Assets
Cash and cash equivalents 177.290 ٠ $\sim$ $\omega$ $\overline{\phantom{a}}$ 177,290 5.62%
Trade and other receivables ٠ ٠ ٠ ٠ 110,851 110,851 v.
Other financial assets ٠ ٠ ٠ $\overline{\phantom{a}}$ 1,232,935 1.232,935 u.
177.290 ٠ ٠ ٠ 1,343,786 1.521,076
Financial Liabilities
Trade and other payables ٠ ٠ $\omega$ ٠ 688,999 688,999 ٠
$\sim$ ٠ ٠ $\omega$ 688,999 688,999

for the year ended 30 June 2006

36 Financial Instruments (continued)

Fixed interest rate maturing in
Parent Entity - June 2005 Floating
rate (a)
1 year or
less
Over 1 year
to 5 years
Over
5 years
Non-
interest
bearing
Total Average
interest
rate
\$'000 \$'000 \$'000 \$'000 \$'000 \$'000 %
Financial Assets
Cash and cash equivalents 461.769 $\sim$ $\omega$ ٠ $\mathbf{u}$ 461,769 5.54%
Trade and other receivables ٠ $\overline{\phantom{a}}$ ٠ ٠ 91,324 91,324
Other financial assets ٠ ٠ ٠ ٠ 1.232,905 1.232,905
461.769 $\overline{\phantom{a}}$ $\omega$ ٠ 1,324,229 1.785,998
Financial Liabilities
Trade and other payables ٠ ٠ ٠ ٠ 595,199 595,199
٠ $\omega$ $\omega$ o. 595,199 595,199

Notional principal amounts

(a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance sheet date.

Foreign Exchange Risk

The consolidated entity enters into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future at predetermined exchange rates. The objective is to match the contracts with committed future cash flows from sales and purchases in foreign currencies, to protect the consolidated entity against exchange rate movements. Contracts to buy and sell foreign currencies are entered into from time to time to offset purchase and sale obligations in order to maintain a desired hedge position.

The parent entity and other subsidiaries also enter into forward contracts to hedge foreign currency receivables from other entities within the group.

These receivables are eliminated on consolidation, however, the hedges are in place to protect the parent entity and other group subsidiaries from movements in exchange rates that would give rise to an income statement impact.

Hedges of net investment in foreign subsidiaries

Included in Interest Bearing Liabilities (refer note 17) as at 30 June 2006, are Unsecured Notes amounting to US\$86.66m (2005: US\$175m) and EUR 70.334m (2005: Nil) that are designated as a hedge of the consolidated entity's investment in ZLB Holdings Inc and ZLB Behring Gmbh. A net foreign exchange loss of \$8.5m (2005: gain of \$24.6m) was recognised in equity on translation of these borrowings to Australian Dollars.

Included in Interest Bearing Liabilities (refer note 17) as at 30 June 2006, are Bank Loans amounting to EUR 130m (2005: EUR 130m) that are designated as a hedge of the consolidated entity's investment in ZLB Behring GmbH. A net foreign exchange loss of \$17.3m (2005: gain of \$22.4m) was recognised in equity on translation of these borrowings to Australian Dollars.

Sensitivity analysis

In managing interest rate and currency risks the consolidated entity aims to reduce the impact of short-term fluctuations on the consolidated entity's earnings. However, over the longer-term, permanent changes in foreign exchange and interest rates would give rise to a consolidated entity income statement impact.

At 30 June 2006 it is estimated that a general increase of one percentage point in interest rates would increase/(decrease) the consolidated entity's profit after tax by approximately \$1.8m (2005: \$1.8m).

It is estimated that a general increase of one percentage point in the value of the Australian Dollar against other currencies would increase/(decrease) the consolidated entity's profit after tax by approximately \$3.3m for the year ended 30 June 2006 (2005: \$2.6m). The forward exchange contracts have been included in this calculation.

for the year ended 30 June 2006

36 Financial Instruments (continued)

Fair values

The fair values, together with the carrying amounts of Financial Asset and Financial Liabilities shown in the balance sheet, are as follows:

Carrying Fair Carrying Fair
amount Value amount Value
Consolidated Entity 2006 2006 2005 2005
\$000 \$000 \$000 \$000
Financial Assets
Cash and cash equivalents 753,694 753,694 723,842 723,842
Trade and other receivables 611,352 611.352 573,253 573,253
Other financial assets
Derivatives
Unlisted equity securities 4,728 4,728 4,698 4,698
Managed financial assets 7.872 7.872 11,868 11,868
1.377.646 1,377.646 1,313,661 1,313,661
Financial Liabilities
Bank overdraft 5,706 5,706 4,091 4,091
Trade and other payables 388,979 388,979 398,555 398,555
Interest bearing liabilities and borrowings
Unsecured bank loans 486,922 486,922 458,269 459,287
Unsecured notes 336,470 338,462 324,891 327,225
Deferred cash settlement 188,210 188,210 183,488 183,488
Finance leases 41,521 41,521 40,241 40,241
Other financial liabilities
Derivatives 1,447,808 1,449,800 1,409,535
1,412,887
There are no unrecognised gains or losses.
Carrying Fair Carrying Fair
amount Value amount Value
Parent Entity 2006 2006 2005 2005
\$000 \$000 \$000 \$000
Financial Assets
Cash and cash equivalents 177,290 177,290 461,769 461,769
Trade and other receivables 110,851 110,851 91,324 91,324
Other financial assets
Derivatives
Unlisted equity securities 4,728 4,728 4,698 4,698
Long term deposits
Managed financial assets
292,869 292,869 557,791 557,791
Financial Liabilities
Bank overdraft
Trade and other payables 688,999 688,999 595,199 595,199
Interest bearing liabilities and borrowings
Unsecured bank loans
Unsecured notes
Deferred cash settlement
Finance leases
Other financial liabilities
Derivatives
688,999 688,999 595,199 595,199

There are no unrecognised gains or losses.

The following methods and assumptions were used to determine the net fair values of financial assets and liabilities:

Trade and other receivables I payables

The carrying value of trade and other receivables/payables with a remaining life of less than one year is deemed to reflect its fair value. All other trade and other receivables/payables are discounted to determine fair values.

for the year ended 30 June 2006

36 Financial Instruments (continued)

Other financial assets - Derivatives

Forward exchange contracts are either marked to market using listed market prices or by discounting the contractual forward price and deducting the current spot rate. Where discounted cash flows are used, estimated future cash flows are based on the director's best estimate and the discount rate is a market related rate for a similar instrument at the balance sheet date.

Other financial assets - other

Fair value is estimated using valuation techniques including recent arm's length transactions of like assets, discounted cash flow analysis and comparison to fair values of similar financial instruments.

Interest bearing liabilities and borrowings

Fair value is calculated based on the discounted expected future principal and interest cash flows.

Interest bearing liabilities and borrowings - Finance leases

The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements. The estimated fair values reflect change in interest rates.

Credit Risk

Credit risk represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be exchanged under financial instruments contracts or the amount receivable from trade and other debtors. Management has established policies to monitor and limit the exposure to credit risk on an on-going basis.

Transactions involving derivative financial instruments are with counterparties with whom the consolidated entity has a signed netting agreement as well as sound credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

The consolidated entity minimises the credit risks associated with trade and other debtors by undertaking transactions with a large number of customers in various countries.

The maximum exposure to credit risk at balance date is the carrying amount, net of any allowance for doubtful debts or impairment, of each financial asset, including derivative financial instruments, in the balance sheet.

The credit quality of financial assets that are neither past due, nor impaired is as follows:

For the year ended
30 June 2006
Financial
Institutions
Governments Hospitals Buying
Groups
Other Total
Cash and cash equivalents
Trade and other receivables
Other financial assets
753.694
1.242
12,600
$\mathbf{r}$
36.104
$\mathbf{r}$
$\mathbf{r}$
209.817
$\mathbf{r}$
170.555
$\sim$
$\mathbf{r}$
193.634
753.694
611.352
12.600
767,536 36.104 209.817 170.555 $\mathbf{r}$
193.634
1.377.646

The consolidated entity has not renegotiated any material collection/repayment terms of any financial assets in the current financial year.

for the year ended 30 June 2006

36 Financial Instruments (continued) Credit Risk (continued)

An analysis of trade receivables that are past due and the allowance for doubtful debts is as follows: All other financial assets are less than 30 days overdue.

For the year ended 30 June 2006: Not impaired Impaired Allowance
for doubtful
debts
Trade and other receivables:
less than 30 days overdue 357,451 $\sim$ ٠
more than 30 but less than 90 days overdue 84,605
more than 90 days overdue 82.926 13.744 13.744
524,982 13.744 13.744

Financial assets are considered impaired where there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the original trade and other receivable terms. An allowance for doubtful debts is created for the difference between the assets carrying amount and the present value of estimated future cashflows. trading terms do not generally include the requirement for customers to provide collateral as security for financial assets.

for the year ended 30 June 2006

37 Explanation of transition to AIFRSs

As stated in significant accounting policies note 1, these consolidated financial statements are the first prepared in accordance with AIFRSs.

The policies set out in the significant accounting policies section of this report have been applied in preparing the financial statements for the year ended 30 June 2006, the comparative information presented in these financial statements for the year ended 30 June 2005 and in the preparation of an opening AIFRS balance sheet as at 1 July 2004 (the consolidated entity's transition date).

In preparing its opening AIFRS balance sheet, the consolidated entity has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (AGAAP). An explanation of how the transition from the previous AGAAP to AIFRSs has affected the consolidated entity's financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

Reconciliation of equity reported under previous Australian Generally Accepted Accounting Principles (AGAAP) to equity $(a)$ under Australian equivalents to IFRSs (AIFRS)

At the date of transition to AIFRS: 1 July 2004 i).

Consolidated Entity
Parent Entity
Previous
AGAAP
Effect of
transition to
AIFRS
AIFRS Previous
AGAAP
Effect of
transition to
AIFRS
AIFRS
Notes \$'000 \$'000 \$'000 \$'000 \$'000 \$'000
CURRENT ASSETS
Cash and cash equivalents
114,896 114.896 12,700 12,700
Trade and other receivables viii 532,196 31,860 564,056 43,265 3,894 47,159
Inventories 1,352,578 1,352,578 66,147 66,147
Other viii 31,860 (31,860) 3,894 (3,894)
Total Current Assets 2,031,530 $\omega$ 2,031,530 126,006 $\omega$ 126,006
NON-CURRENT ASSETS
Trade and other receivables
6,489 6.489 305,109 305,109
Other financial assets 8,223 8,223 1,204,058 à, 1,204,058
Property, plant and equipment 887,017 887,017 259,199 ä, 259,199
Deferred tax assets ٧ 77,644 192,825 270,469 9,825 (9,825)
Intangible assets 859,870 J. 859,870 20,000 20,000
Other x 4,610 (4,610)
Retirement benefit assets ii 1,026 1,026 ä,
Total Non-Current Assets 1,843,853 189,241 2,033,094 1,798,191 (9,825) 1,788,366
TOTAL ASSETS 3,875,383 189,241 4,064,624 1,924,197 (9, 825) 1,914,372
CURRENT LIABILITIES
Trade and other payables 458,502 $\overline{\phantom{a}}$ 458,502 53,905 53,905
Interest-bearing flabilities and borrowings 13,297 (5, 353) 7,944 $\ddot{\phantom{0}}$
Other financial liabilities ä, $\alpha$ $\ddot{\phantom{0}}$ $\omega$
Current tax liabilities 26,903 $\tilde{\phantom{a}}$ 26,903 21,960 à. 21,960
Provisions 199,406 5,353 204,759 15,843 J. 15,843
Deferred government grants iv ù. 296 296 296 296
Total Current Liabilities 698,108 296 698,404 91,708 296 92,004
NON-CURRENT LIABILITIES
Interest bearing liabilities and borrowings x, xi 854,347 (13,759) 840,588
Deferred tax liabilities ٧ 80,577 61,239 141,816 12,699 (2,822) 9,877
Provisions ii,ix 168,309 (86,023) 82,286 20.712 $\sim$ 20,712
Deferred government grants iv ü 204 204 ò. 204 204
Retirement benefit liabilities ii. ü 116,591 116,591 533 533
Total Non-Current Liabilities 1,103,233 78,252 1,181,485 33,411 (2,085) 31,326
TOTAL LIABILITIES 1,801,341 78,548 1,879,889 125,119 (1,789) 123,330
NET ASSETS 2,074,042 110,693 2,184,735 1,799,078 (8,036) 1,791,042
EQUITY
Contributed equity 1,502,417 1,502,417 1,502,417 1,502,417
Reserves xiv 77,373 (76, 432) 941 22,824 (21, 883) 941
Retained earnings 494,252 187,125 681,377 273,837 13,847 287,684
TOTAL EQUITY 2,074,042 110,693 2,184,735 1,799,078 (8,036) 1,791,042
61.

for the year ended 30 June 2006

ii). At the end of the last reporting period under previous AGAAP: 30 June 2005

Effect of
Effect of
Previous
Previous
transítion to
AIFRS
transition to
AIFRS
AGAAP
AGAAP
AIFRS
AIFRS
Notes
\$'000
\$'000
\$'000
\$'000
\$'000
\$'000
CURRENT ASSETS
Cash and cash equivalents
723,842
723,842
461,769
461,769
Trade and other receivables
viii
536,983
22,244
559,227
68,864
2,419
71,283
Inventories
946,583
946,583
59,451
59,451
Other
(22, 244)
vill
22,244
2,419
(2, 419)
Other financial assets
Total Current Assets
2,229,652
ù.
2,229,652
592,503
ù.
592,503
NON-CURRENT ASSETS
3,012
Trade and other receivables
vill
11,014
14,026
20,041
20,041
Other financial assets
viii
1,232,905
1,232,905
19,578
(3,012)
16,566
à.
769,143
261,402
Property, plant and equipment
769,143
261,402
$\tilde{\phantom{a}}$
Deferred tax assets
97,414
(20, 755)
76,659
10,400
(10, 400)
٧
Intangible assets
42,292
786,435
20,000
20,000
i.vi
744,143
Other
3,352
(3,352)
x
Retirement benefit assets
ii.
50
50
18,235
Total Non-Current Assets
1,644,644
1,662,879
1,534,348
1,544,748
(10,400)
TOTAL ASSETS
3,874,296
18,235
3.892,531
(10,400)
2,126,851
2,137,251
CURRENT LIABILITIES
Trade and other payables
398,555
398,555
573,540
21,659
595,199
٧
Interest-bearing flabilities and borrowings

21,861
(6,720)
15,141
Other financial liabilities
Current tax liabilities
37,130
37,130
$\bar{a}$
Provisions
17,848

75,171
6,720
81,891
17,848
ä,
296
296
296
296
Deferred government grants
iv
Total Current Liabilities
532,717
296
533,013
591,388
21,955
613,343
NON-CURRENT LIABILITIES
Interest bearing liabilities and borrowings
1,003,035
(7, 196)
995,839
ix.x
Deferred tax liabilities
106,814
(28, 537)
78,277
33,968
(24,010)
9,958
٧
Provisions
157,218
(78, 672)
78,546
16,391
16,391
й, іх
Deferred government grants
2,664
2,664
2,664
2,664
ł۷
Retirement benefit liabilities
ii
95,667
159
95,667
159
à,
Total Non-Current Liabilities
1,267,067
1,250,993
50,359
(21, 187)
(16, 074)
29,172
TOTAL LIABILITIES
1,799,784
(15, 778)
641,747
768
642,515
1,784,006
NET ASSETS
34,013
2,074,512
2,108,525
1,495,504
(11, 168)
1,484,336
EQUITY
432
1,223,466
1,223,034
432
1,223,466
Contributed equity
iii
1,223,034
Reserves
(20, 021)
xiv
(62,091)
(120, 915)
(183,006)
22,824
2,803
Retained earnings
913,569
154,496
1,068,065
8,421
258,067
249,646
XV
34,013
2,108,525
Consolidated Entity Parent Entity
TOTAL EQUITY 2,074,512 1,495,504 (11, 168) 1,484,336

for the year ended 30 June 2006

Reconciliation of profit under previous AGAAP to profit under Australian equivalents to IFRSs (AIFRS) $(b)$

Reconciliation of profit for the year ended 30 June 2005 i).

Consolidated Entity Parent Entity
Previous
AGAAP
Effect of
transition to
AIFRS
AIFRS Previous
AGAAP
Effect of
transition to
AIFRS
AIFRS
Notes \$'000 \$'000 \$'000 \$'000 \$'000 \$'000
Sales revenue vi 2,749.934 (140.969) 2,608.965 363,320 363,320
Cost of sales M.XIII (1,686,776) 67.943 (1,618.833) (169, 872) (981) (170, 853)
Gross profit 1,063,158 (73,026) 990.132 193,448 (981) 192,467
Other revenue iv,vi,xi, 502,976 (461, 682) 41,294 33,471 (2,473) 30,998
Research and development expenses ۷İ (145, 721) 4,763 (140, 958) (59, 192) ä, (59, 192)
Selling and marketing expenses vi (332, 336) 7,470 (324, 866) (42, 517) J. (42, 517)
General and administration expenses ii, iii, vi, xi
xii,xiii
(174, 583) 58,079 (116, 504) (55, 577) (981) (56, 558)
Other expenses - Net assets of discontinued
operations
vi (178, 548) 178.548
Other expenses í.vi.xíi (51,366) 51.366
Finance costs vi (41, 640) 2,825 (38.815) (387) ä, (387)
Profit before income tax expense - continuing
operations
641.940 (231, 657) 410.283 69,246 (4, 435) 64,811
Income tax expense - continuing operations v (95, 422) (80, 132) (175.554) (8.487) (1,029) (9,516)
Net Profit after tax from continuing operations 546,518 (311,789) 234.729 60.759 (5,464) 55,295
Net Profit after tax from discontinued operations 6 u 253.045 253.045
Net profit attributable to members of CSL Limited 546.518 (58, 744) 487.774 60.759 (5,464) 55,295

$(c)$ Reconciliation of cash flow statement for the year ended 30 June 2005

The adoption of AIFRSs has not resulted in any material adjustments to the cash flow statement.

Adoption of AASB 132 Financial Instruments: Presentation and Disclosure and AASB 139 Financial Instruments: Recognition $(d)$ and Measurement

The adoption, effective 1 July 2005, of AASB 132 and AASB 139 has not resulted in any material adjustments to the consolidated balance sheet.

for the year ended 30 June 2006

$(e)$ Notes to the reconciliations

Goodwill $(i)$

In accordance with AIFRS, from 1 July 2004 goodwill acquired in a business combination is no longer amortised. Instead goodwill is subject to an annual impairment test focusing on the cash flows of the related cash generating units.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004
30 June 2005
1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Increase intangible assets $\blacksquare$ 43,052 ٠ $\sim$
(Increase) deferred tax liabilities $\blacksquare$ (10, 676) ٠ $\sim$
NET ASSETS 32,376 ٠ $\sim$
Decrease foreign currency translation reserve $\blacksquare$ 1,951 ٠ $\overline{\phantom{a}}$
(Increase) retained earnings $\blacksquare$ (34, 327) ٠ State
TOTAL EQUITY (32,376)
$\blacksquare$
٠ $\overline{\phantom{a}}$

The incremental effect on the income statement is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
(Decrease) other expenses (45, 564) $\sim$
Increase income tax expense 11,237 State
NET PROFIT (34, 327) $\sim$

(ii) Employee Benefits

In accordance with AIFRS, actuarial valuations have been used to measure and recognise the net benefit or obligation attributable to current and prior periods of the defined benefit superannuation plans and other retirement benefit plans that the consolidated entity sponsors.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$000
Increase retirement benefit assets 1,026 50 ٠
Increase deferred fax assets 8,229 5.066 160 48
(Increase) retirement benefit fiabilities (533) (159) (533) (159)
(Increase) non-current provisions (20.886) (12,992) ٠ $\sim$
(Increase) deferred tax liabilities (225) (11) ٠ $\mathbf{u}$
NET ASSETS (12,389) (8,046) (373) (111)
(Increase) foreign currency translation reserve A (1,002) ٠ $\sim$
Decrease retained earnings 12,389 9.048 373 111
TOTAL EQUITY 12,389 8,046 373 111

The incremental effect on the income statement is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
(Decrease) general and administration expenses (29, 967) (319)
Increase income tax expense 10.490 95
NET PROFIT (19.477) (224)

In addition, in accordance with AASB 119 Employee Benefits, Retirement benefit liabilities are presented separately from provision and therefore liabilities recognised in the AGAAP balance sheet have been reclassified as follows:

for the year ended 30 June 2006

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$1000 \$'000 \$'000 \$'000
Decrease non-current provisions 116,058 95,508 $\overline{\phantom{a}}$ 1986
(Increase) non-current retirement benefit liabilities (116.058) (95,508) ٠ State
NET ASSETS - 4 $\sim$ $\sim$ 1986

(iii) Share-based payments

In accordance with AIFRS, a share based payments expense has been recognised for options, performance rights and share plan arrangements granted after 7 November 2002 that remain unexercised as at 1 January 2005.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
(Increase) contributed equity $\mathbf{a}$ (432) (432)
(Increase) share based payments reserve (941) (2,803) (941) (2,803)
Decrease refained earnings 941 3.235 941 3.235
TOTAL EQUITY ٠ $\omega$ ٠ $\sim$

The incremental effect on the income statement is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
Increase general and administration expenses 2,294 2,294
NET PROFIT 2,294 2,294

(iv) Government Grants

In accordance with AIFRS, where a government grant relates to the acquisition or construction of an asset, the fair value is deferred and released, on a straight-line basis, to the income statement over the expected useful life of the relevant asset.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Increase deferred fax assets 150 888 150 888
(Increase) current deferred government grants (296) (296) (296) (296)
(Increase) non-current deferred government grants (204) (2,664) (204) (2,664)
NET ASSETS (350) (2,072) (350) (2,072)
Decrease retained earnings 350 2.072 350 2,072
TOTAL EQUITY 350 2.072 350 2,072

The incremental effect on the income statement is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
Decrease other revenue
(Decrease) income tax expenses
2,460
(738)
2.460
(738)
NET PROFIT 1.722 1.722

for the year ended 30 June 2006

(v) Income Taxes

In accordance with AIFRS, the 'balance sheet' approach has been adopted in accounting for income taxes. This requires the identification of temporary differences for each asset and liability. These differences take into consideration the numerous tax jurisdictions in which the consolidated entity operates and the differences in the book and tax bases of assets and liabilities as a result of the acquisition of Aventis Behring which under AGAAP were treated as permanent differences. The increase in the net deferred tax asset at the transition date is primarily due to AASB 112 requiring the consolidated entity to recognise a deferred tax asset in respect of the unrealised portion of the discount on acquisition and other adjustments from the Aventis Behring acquisition that remain in the balance sheet at the date of transition. The subsequent movement under AIFRS at 30 June 2005 is primarily due to this deferred tax asset decreasing and flowing through the tax expense line as the assets and liabilities with differences in bases are realised. Such a deferred tax asset is not recognised under AGAAP.

In addition, in accordance with AASB 112 Income Tax, deferred tax assets and deferred tax liabilities of the same taxable entity/group are required to be set-off if they relate to income taxes levied by the same taxation authority and the entity/group has a legally enforceable right to set-off current tax assets against current tax liabilities.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Increase/(decrease) deferred tax assets 184.446 (26, 709) (10, 135) (11, 336)
(Increase)/decrease deferred tax liabilities (61.014) 39,224 2.822 24,010
(Increase)/decrease current trade and other payables $\omega$ (21, 659)
NET ASSETS 123,432 12,515 (7,313) (8,985)
Decrease foreign currency translation reserve ۰. 14.345
(Increase)/decrease refained earnings (123, 432) (26, 860) 7.313 8,985
TOTAL EQUITY (123, 432) (12, 515) 7.313 8,985

The incremental effect on the income statement is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
Increase income tax expenses (non-cash) 96,572 1.672
NET PROFIT 96,572 1.672
Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Deferred tax assets
- balance sheet approach / set-off (above) 184,446 (26,709) (10, 135) (11,336)
- employee benefits (note ii) 8,229 5.066 160 48
- government grants (note iv) 150 888 150 888
192,825 (20, 755) (9, 825) (10, 400)
Deferred tax liabilities
- balance sheet approach / set-off (above) (61,014) 39,224 2.822 24,010
- goodwill (note i) $\tilde{\phantom{a}}$ (10, 676) ٠ $\ddot{}$
- employee benefits (note ii) (225) (11) ٠ $\overline{\phantom{a}}$
(61.239) 28,537 2,822 24,010

for the year ended 30 June 2006

The total incremental effect on the income statement arising from transition to AIFRS is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
Income tax expense - continuing operations
- balance sheet approach (above) 96,572 1,672
- goodwill (note i) 11,237 ۰.
- employee benefits (note ii) 10,490 95
- government grants (note iv) (738) (738)
- discontinued operations (note vi) (37, 429) $\overline{\phantom{a}}$
80.132 1,029

(vi) Profit on sale of business unit

In accordance with AIFRS, on disposal of a business unit, the portion of the balance of the foreign currency translation reserve that relates to the business unit being disposed must be recognised in the income statement as part of the gain or loss on disposal. The gain or loss on disposal is also recalculated to incorporate the impact of the non-amortisation of goodwill as noted above.

The incremental effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
(Decrease) intangible assets M (760) $\mathbf{v}$ $\sim$
NET ASSETS (760) ٠ M
(Increase) foreign currency translation reserve ٠ (11,200) ٠ ٠
Decrease retained earnings 11,960 ×. M
TOTAL EQUITY ٠ 760 ٠ $\sim$

The incremental effect on the income statement is as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
(Increase) other expenses (796) $\sim$
(Decrease) net profit from discontinued operations (11, 164) State
NET PROFIT (11,960) $\sim$

In addition, in accordance with AASB 5 Non-current assets Held for Sale and Discontinued Operations, the results of a disposed business unit and the profit on the sale of that business unit are removed from results from continuing operations and separately disclosed. The effect of this is as follows:

Year ended
30 June 2005
Year ended
30 June 2005
\$'000 \$'000
Decrease sales revenue
140,969
(Decrease) cost of sales (94,091)
Decrease other revenue 458,510
(Decrease) research and development expenses (4,763)
(Decrease) selling and marketing expenses (7, 470)
(Decrease) general and administration expenses (9,348)
(Decrease) other expenses - net assets of discontinued operations (178, 548)
(Decrease) other expenses (796)
(Decrease) finance costs (2,825)
(Decrease) income tax expense - continuing operations (37, 429)
(increase) net profit after tax from discontinued operations (264.209)
NET PROFIT

for the year ended 30 June 2006

(vi) Foreign currency translation reserve: cumulative translation differences

In accordance with an exemption provided by AASB 1, the consolidated entity has deemed that the cumulative translation differences for all foreign subsidiaries at the date of transition to AIFRS be reset to \$Nil. Accordingly the opening balance and subsequent foreign currency reserve transfers have been adjusted.

The effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Decrease foreign currency translation reserve 54,536 96,787 ٠ $\sim$
(Increase) retained earnings (54.536) (96.787) ٠ $\sim$
TOTAL EQUITY $\overline{\phantom{a}}$ $\omega$ $\sim$ State

There is no effect on the income statement.

(vii) Land and Buildings

In accordance with an exemption provided by AASB 1, the consolidated entity has elected to use a previous AGAAP revaluation of land and buildings as deemed cost. Accordingly, the balance of the asset revaluation reserve has been transferred to retained eamings.

The effect on the balance sheet is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Decrease asset revaluation reserve 22.837 22.837 22.824 22,824
(Increase) retained earnings (22.837) (22.837) (22, 824) (22, 824)
TOTAL EQUITY . $\overline{\phantom{a}}$ $\omega$ $\overline{\phantom{a}}$

There is no effect on the income statement.

(viii) AIFRS presentational adjustment - Prepayments and other receivables

In accordance with AASB 101 Presentation of Financial Statements Prepayments and Long term deposits have been reclassified from Other assets and Other financial assets to Trade and other receivables as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Increase current trade and other receivables 31,860 22.244 3.894 2,419
(Decrease) other assets (31.860) (22, 244) (3,894) (2, 419)
Increase non-current trade and other receivables - 3.012 $\omega$ SALE
(Decrease) other financial assets $\sim$ (3,012) $\sim$ Sec
NET ASSETS $\omega$ $\mathbf{v}$

(ix) AIFRS presentational adjustment - Surplus lease space provisions

In accordance with AASB 101 Presentation of Financial Statements Surplus lease space provisions have been reclassified from Interest bearing liabilities to Provisions as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Decrease current interest bearing liabilities 5,353 6.720 $\overline{\phantom{a}}$ $\sim$
(Increase) current provisions (5.353) (6.720) $\sim$ State
Decrease non-current interest bearing liabilities 9,149 3.844 ×. State

for the year ended 30 June 2006

(increase) non-current provisions (9.149) DA
. ASSET
NET
$\overline{\phantom{a}}$

AIFRS presentational adjustment - Borrowing costs $(x)$

In accordance with AASB 101 Presentation of Financial Statements Deferred borrowing costs are included within the carrying value of Interest bearing liabilities and therefore the following adjustment has been made:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
(Decrease) non-current other assets (4.610) (3,352) $\mathbf{r}$
Decrease non-current interest bearing liabilities and borrowings 4.610 3.352 ٠ State
NET ASSETS $\overline{\phantom{a}}$ $\mathbf{r}$ State

(xi) AIFRS presentational adjustment - Other Revenue

In accordance with AASB 101 Presentation of Financial Statements items previously shown gross in Other Revenue are off-set with their associated costs and shown in either other income or expenses. The effect of this is as follows:

Year ended
30 June 2005
Year ended
30 June 2005
\$'000 \$'000
Decrease other revenue 712 13 13
(Decrease) general and administration expenses (712) (13)
NET PROFIT State $\overline{\phantom{a}}$

(xii) AIFRS presentational adjustment - Other Expenses

In accordance with AASB 101 Presentation of Financial Statements, the category of other expenses has been eliminated and items have been reclassified to general and administration expenses as follows:

Year ended
30 June 2005
\$'000
Year ended
30 June 2005
\$'000
Increase general and administration expenses
(Decrease) other expenses
5,802
(5,802)
SALE
$\sim$
NET PROFIT $\overline{\phantom{a}}$ $\overline{\phantom{a}}$

(xiii) AIFRS presentational adjustment - Inventory write-downs

In accordance with AASB 101 Presentation of Financial Statements, inventory write-downs (to net realisable value) have been reclassified from general and administration expenses to cost of sales. The effect of this is as follows:

Year ended
30 June 2005
Year ended
30 June 2005
\$'000 \$'000
Increase cost of sales 26,148 981
(Decrease) general and administration expenses (26, 148) (981)
NET PROFIT $\overline{\phantom{a}}$ $\sim$

for the year ended 30 June 2006

(xiv) Reserves

The total incremental effect on Reserves of the above noted adjustments is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Reserves
- goodwill (note i) ٠ 1,951 ٠
- employee benefits (note ii) ٠ (1,002) $\mathbf{u}$ ٠
- share-based payments (note iii) (941) (2,803) (941) (2,803)
- income taxes (note v) $\sim$ 14,345 $\overline{\phantom{a}}$ $\sim$
- profit on sale of business unit (note vi) ٠ (11, 200) u
- foreign currency translation reserve: cumulative translation
differences (note vii)
54,536 96,787 ×,
- land and buildings (note vili) 22,837 22.837 22.824 22,824
76,432 120,915 21.883 20,021

(xv) Retained earnings

The total incremental effect on Retained earnings of the above noted adjustments is as follows:

Consolidated Entity Parent Entity
1 July 2004 30 June 2005 1 July 2004 30 June 2005
\$'000 \$'000 \$'000 \$'000
Retained earnings
- goodwill (note i) (34, 327)
- employee benefits (note ii) 12,389 9.048 373 111
- share-based payments (note iii) 941 3,235 941 3,235
- government grants (note iv) 350 2,072 350 2,072
- income taxes (note v) (123, 432) (26, 860) 7.313 8,985
- profit on sale of business unit (note vi) ٠ 11,960 ٠
- foreign currency translation reserve: cumulative translation
differences (note vii) (54, 536) (96, 787) ц
- land and buildings (note vili) (22.837) (22, 837) (22, 824) (22, 824)
(187, 125) (154, 496) (13, 847) (8,421)
  • (1) In the opinion of the Directors:
  • (a) the financial report, and the additional disclosures included in the directors' report designated as audited, of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
    • $(i)$ giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2006 and of their performance for the year ended on that date; and
    • (ii) complying with Accounting Standards and Corporations Regulations 2001; and
  • (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
  • (2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2006.
  • (3) In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 33 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee dated 20 June 1995.

Made in accordance with a resolution of the directors.

Peter H Wade Chairman

Brian A McNamee Managing Director

Melbourne 23 August 2006

EII FRNST & YOU INC.

■ Ernst & Youne Buildine 8 Exhibition Street Melbourne VIC 3000 Australia

■ Tel 61 3 9288 8000 Fax: 61 3 8650 7777

CPO Roy 67 Melbourne VIC 3001

Independent audit report to members of CSL Limited

Scope

The financial report, remuneration disclosures and directors' responsibility The financial report comprises the income statement, balance sheet, statement of recognised income and expense, cash flow statement, accompanying notes to the financial statements, and the directors' declaration for CSL Limited (the company) and the consolidated entity, for the year ended 30 June 2006. The consolidated entity comprises both the company and the entities it controlled during that year.

The company has disclosed information as required by paragraphs Aus 25.4 to Aus 25.7.2 of Accounting Standard 124 Related Party Disclosures ("remuneration disclosures"), under the heading "Remuneration Report" on pages 3 to 16 of the directors' report, as permitted by Corporations Regulation 2M.6.04.

The directors of the company are responsible for preparing a financial report that gives a true and fair view of the financial position and performance of the company and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. The directors are also responsible for the remuneration disclosures contained in the directors' report.

Audit approach

We conducted an independent audit of the financial report in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement and the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows and whether the remuneration disclosures comply with Accounting Standard AASB 124 Related Party Disclosures.

Ell FRNST & YOU INC.

We formed our audit opinion on the basis of these procedures, which included:

  • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and the remuneration disclosures; and
  • assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report and the remuneration disclosures. These and our other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.

Independence

We are independent of the company and the consolidated entity and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor's Independence Declaration, a copy of which is included in the Directors' Report.

Audit opinion

In our opinion:

  • the financial report of CSL Limited is in accordance with: $\mathbf{1}$ .
  • $(a)$ the Corporations Act 2001, including:
  • giving a true and fair view of the financial position of CSL Limited and the $(i)$ consolidated entity at 30 June 2006 and of their performance for the year ended on that date; and
  • $(ii)$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
  • other mandatory financial reporting requirements in Australia. $(b)$
  • $2.$ the remuneration disclosures that are contained on pages 3 to 16 of the directors' report comply with Accounting Standard AASB 124 Related Party Disclosures

Ernst & Young

Ivan Wingreen Partner Melbourne 23 August 2006

CELLINICO 2006 Full Year Result 23 August 2006

Disclaimer

Forward looking statements

The forward looking statements included in these materials involve subjective judgment and analysis and are subject to significant uncertainties, risks, and contingencies, many of which are outside the control of, and are unknown to, CSL. In particular, they speak only as of the date of these materials, they assume the success of CSL's business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks.

No representation, warranty or assurance (express or implied) is given or made in relation to any forward looking statement by any person (including CSL). In particular, no representation, warranty or assurance (express or implied) is given in relation to any underlying assumption or that any forward looking statement will be achieved. Actual future events may vary materially from the forward looking statements and the assumptions on which the forward looking statements are based. Given these uncertainties, readers are cautioned to not place undue reliance on such forward looking statements.

Subject to any continuing obligations under applicable law or any relevant listing rules of the ASX, CSL disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in these materials to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in these materials shall under any circumstances create an implication that there has been no change in the affairs of CSL since the date of these materials.

18000000000000000000000000000000000000

Highlights

Financial*

  • NPAT from continuing operations from \$235m to \$351m
  • Strong operating cashflow \$522m
  • EPS from continuing operations 193 cents up 61%
  • Total dividend 68 cents
  • Final dividend 40 cents (unfranked)

Key Operational Highlights

  • GARDASIL® approved by FDA & TGA
  • Globalisation of influenza vaccine strategy announced

  • Plans to double manufacturing capacity

  • CSL Behring margin expansion

  • Vivaglobin® (Subcutaneous Ig) approved by FDA
  • Proposal to acquire Zenyth Therapeutics
  • Naming alignment

Financial Performance Continuing Operations (A-IFRS)

Fiscal
2006
A\$M
Fiscal
2005
A\$M
Change
2005v
2006
Sales 2,849 2,609 9%
EBITDA 631 555 14%
EBIT 515 432 19%
NPAT 351 235 49%
EPS \$1.93 \$1.20 61%
CFO 522 577 $(10)\%$
DPS Ord 68 c $47c$ * 45%

oo dahii waddaha MAD

* Excludes special dividend of 10 cents per share


Hunta Hetih BUSINGSSUITUPGIQUINENGS

CSL Behing • Other Human Health - OSL Bioplasma - CSL Biotherapies

  • GSL research & development

CSL Behring

  • Sales A\$2,446m (US\$1,826m)
  • EBIT A\$498m, EBITDA A\$583
  • Operations
  • Robust sales growth (up 10% in USD terms)
  • Strong integration benefits and operational efficiencies
  • Demand for core products solid
  • Continuing growth of specialty products
  • Vivaglobin® launched
  • Increasing plasma collections to meet sales demand
  • Capital program commenced on chromatographic 10% liquid IVIG and filling line at Bern facility

saannan musiissa keessa maannan muun muun muun muun mu

Acquired Inventory benefit replaced

CSL Behring Sales - Therapy Group

Plasma supply secure

Source plasma

  • 73 collection centres meeting ZLB Behring plasma requirements
  • Approx. 70% of throughput derived from source plasma
  • Modest stock increase in FY2007 reflecting normalised supply chain and discontinuation of ARC toll fractionation
  • Modest fee increase necessary

Recovered plasma

• 5 year agreement with Blood Centres of America

Meeting demand for immunoglobulins

  • Increased plasma collection
  • Capital investment and new capacity
  • New formulations and sources of supply (e.g., Vivaglobin®)

U.S. Dept. of Health and Human Services August 2005

"...we do not find evidence of an overall shortage of IGIV at present, or indications of an impending shortage"

Congressional Testimony of CMS on July 13, 2006

"There is sufficient supply of IVIG."

Entering a period of stable industry growth

The last decade has been one of challenges for the industry

  • GMP compliance issues causing plant closures and a surge in IVIg prices
  • People with haemophilia switching from pdFVIII to rFVIII
  • Over-ambitious expansion plans
  • A decade of roller coaster prices

The industry has reached a position of stability

  • Consolidation leading to global players accessing the US market
  • Vertical integration of plasma supply and fractionation

Stable demand conditions

  • Continued steady growth in IVIG usage across the globe
  • No new surprises in albumin and pdFVIII

In the absence of shocks expect the industry to stay on the same stable growth path

saannannan ommannan asoonan maannannan soo omnan

CSL Behring

Outlook for FY2007 - stable to favourable market conditions

Margin expansion driven by:

Sales growth approx. 5%

• Higher for core products

Optimizing IG portfolio

  • Carimune® volume and price improvement
  • Full year of Vivaglobin® sales
  • Liquid sales in Europe

Operational efficiencies

Specialty product growth

Chromatographic Liquid in US a high priority

CSL Bioplasma

Sales \$191m (down 8%)

Australian Business

  • Improved Intragam® P yield > 5g/l
  • Recombinant policy change toward haemophilia reduces plasma derived coagulation sales
  • AUSFTA Flood committee to report by 1 Jan 2007

Asian Business

• Continued strong demand for Albumin throughout region

......................................

CSL Biotherapies

Sales \$212m (+3%)

  • Influenza sales increased from \$48m to \$70m
  • Largely growth in Northern hemisphere sales
  • Generic competition, vaccine program completion and product deletion impacting sales
  • · GARDASIL®
  • TGA approval for females aged 9-26 years and males aged 9-15 years
  • Exclusive marketing rights in Australia & NZ

Merck agreement for new and existing vaccines

• New include ZOSTAVAX™, RotaTeq®, ProQuad®

Globalisation of influenza vaccine

  • Plant expansion commenced 40m doses per season
  • Supply agreement with Australia & New Zealand
  • Approval to supply bulk to Korea
  • US trial fully recruited 1,400 patients
  • . Initial launch planned for 2007-08 winter season requires accelerated approval
  • Pandemic Influenza Vaccine H5N1
  • Human clinical trial 1 compete encouraging results
  • Second trial underway exploring response to higher doses of antigen in a broader age group

R&D Highlights - Investment

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HPV GARDASIL®

  • US FDA approves Merck's GARDASIL® $\bullet$
  • Unanimous ACIP recommendation $\bullet$
  • GARDASIL® should be administered to females:
  • aged $11 12$ years old;
  • aged 13-26 years old, who have not previously been vaccinated: and
  • aged 9-10 years old at the discretion of their doctor.
  • C'tee for Medicinal Products for Human Use in Europe recommends GARDASIL® approval
  • Royalty to CSL approx. 7% $\bullet$

R&D Highlights - Life Cycle Management

Immunology

  • FDA approval of Vivaglobin®
  • Chromatographic 10% liquid immunoglobulin trials complete $\bullet$ in PID and ITP
  • US 12% liquid application under FDA review
  • Successfully marketed in Europe

Coagulation

  • Surgical study for Humate®/Haemate® complete
  • BLA supplement submitted to the FDA

CSL Bioplasma

  • IgNextGen IVIG 10% liquid & SCIG on track to start clinical trials in 2007
  • Biostate® vWD clinical trial progressing $\bullet$

R&D Highlights - Market Development

Immunology

Clinical use of immunoglobulins in autoimmunity

Critical Care

  • Berinert® (C1 esterase inhibitor)
  • Phill efficacy study in progress for US FDA registration
  • Beriplex (prothrombin complex) $\bullet$
  • Phill efficacy study in progress for EU registration

Influenza

  • USA and Asia clinical development
  • Europe registrations
  • FDA compliance at Parkville

R&D Highlights - New Product Development

ISCOMATRIX® adjuvant

  • Demonstrate utility in infection and cancer
  • Pilot projects: NY-ESO-1, HCV, HPV therapeutic, Influenza
  • "Industrialise"
  • Establish manufacture and scale-up
  • Facilities at Kankakee
  • Multiple partners and applications
  • Merck and others
  • Evaluate best use in-house
  • HPV Therapeutic
  • Influenza
  • Licensing of pilot antigens
  • NY-ESO-1 (LICR) to GSK

R&D Highlights - New Product Development

rHDL for Acute Coronary Syndromes

• PhII clinical trial results by early 2007

Recombinant Antibodies for Cancer and Inflammation

  • TLA on track for clinical testing early 2007
  • Early stage Australian sourced opportunities
  • Mammalian cell production facilities
  • Evogenics and other technology licenses
  • Complementary Zenyth acquisition

R&D Highlights - Zenyth

  • Complements CSL's recombinant antibody interests $\bullet$
  • Broadens portfolio of early stage R&D projects in CSL's $\bullet$ field of research: cancer, immunology and inflammation
  • Melbourne based company $\bullet$
  • High quality partners and collaborators $\bullet$
  • Incremental investment likely to contribute to future value $\bullet$ creation

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Human Health - Other

Outlook for FY2007

Revenues up approx. 5-8%

• Australian launch of GARDASIL®

EBIT reduction approx. \$10m

  • Investing in the internationalisation of Flu
  • Costs associated with launch of Merck vaccines
  • Increased R&D spend

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Financial Detail

A PRS

Reconciliation of 2005 Net Profit

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NPAT growth from continuing operations

Replacing Inventory benefit - EBIT

Synergy, efficiency and growth replacing residual inventory benefit in FY2007

Managing Working Capital

  • Inventory acquired successfully managed down
  • Production balanced with demand
  • · Inventory, working capital and cashflow
    will fluctuate in line with business growth

Strong Balance Sheet

Cash Flow from Operations \$522m

  • Modest benefit from acquired inventory sales (approx. \$50m)
  • LY \$577m boosted by approx. \$200m acquired inventory sales
• Net Debt* to net debt plus equity $24.4\%$ 12.0%
• Interest Cover (times) 32.1 19.8
• Net Debt* 643 287
Financial Leverage
• Days Debtors 65.5 65.8
Inventory Turns
$\bullet$
1.77 1.47
Working Capital 2006 2005

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Investing for Growth

Capex
\$Am
Comment
Chromatographic 10%
liquid IVIG
50 Majority of remaining spend in 2007
Influenza manufacturing 80 Balance of spend split between 07 & 08
Filling Line 20
ISCOMATRIX ® 20 Leverages existing infrastructure
R&D Investments 10 °
Major projects 180

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• Approved programs - expenditure across a number of years

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Foreign Exchange

Forecast Rates FY06/07

Translation

  • · AUD/USD 0.75
  • · AUD/EUR 0.63
  • · AUD/CHF 0.94

Sensitivity

10% movement in \$A relative to basket = $+/-$ \$39m NPAT

Transaction

  • · USD/CHF 1.25
  • · USD/EUR 0.84

10% movement in \$USD relative to basket = $+/-$ \$15m NPAT

Net exposure reduced with natural hedges

Tax

  • Est. 2006/07 effective tax rate between $30\%$ & $35\%$
  • Consistent with previous guidance
  • Multiple tax jurisdictions
  • In recognition of our continued investment in Bern, and in particular the $\bullet$ Chromatographic Liquid IVIG facility and the commitment by CSL to retain Bern as its center of excellence for IVIG and related R&D activity, the Canton of Bern has revised our tax holiday in order that the benefits to ZLB are matched with the significant investment in, and sales from, the new facility.
  • This results in no Canton tax support during the years 2005/06 to 2007/08 $\bullet$ (3 years) with benefits from the tax holiday recommencing from financial year 2008.

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Group Outlook for FY2007*

  • Total revenue growth approx. $6\%$
  • GARDASIL® Royalty** approx. \$40 \$50m
  • R&D spend up 10%
  • EBIT growth approx. 20%
  • EPS growth in the range of $15\% 20\%$ $\bullet$
  • Capex approx. \$140m
  • Dividends not significantly franked
  • Subject to currency fluctuation, material price movements in core plasma products, GARDASIL royalty, impact of Zenyth acquisition and effective tax rate
  • CSL estimate only

Board Changes

Peter Wade retiring before AGM

20 year commitment to growth of CSL - seven years as chairman

Elizabeth Alexander

New Chairman

Appointed to Board in 1991 – 15 years experience

Dr Arthur Webster

Not seeking re-election at the AGM

Professor John Shine

New Director

Executive Director of the Garvan Institute of Medical Research

Growth Strategy

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Group Results(1)(5)

Full year ended June 2006
$\mathbf{\S}$ m
2005
Sm
Change
$\%$
Sales 2,848.9 2,609.0
Other Revenue 54.6 41.3
Total Revenue 2,903.5 2,650.3 $10\%$
Earnings before Interest, Tax, Depreciation & Amortisation 631.1 554.6 14%
Depreciation/Amortisation 116.1 122.4
Earnings before Interest and Tax 515.0 432.2 19%
Net Interest Expense 16.0 21.9
Tax Expense 148.1 175.6
Net Profit after tax from continuing operations 350.9 234.7 49%
Net Profit after tax from discontinued operations (4) 253.1
Net Loss after tax from contingent consideration (2) (233.5)
Net Profit after contingent consideration & discontinued operations 117.4 487.8 (76%)
Total Ordinary Dividends (cents) 68.0 47.0 45%
Final Dividend (cents) (3) 40.0 30.0
Basic EPS (cents) from continuting operations 192.8 119.8 61%

Group Results - Notes

  • (1) The company's results for the year ended 30 June 2006 are reported in accordance with the Australian Equivalents to International Financial Reporting Standards (A-IFRS). The comparative period ended 30 June 2005 has also been restated in accordance with the introduction of the new standard. A detailed reconciliation can be found in note 37 to the financial statements.
  • Provision for contingent payment arising from the acquisition of Aventis Behring. $(2)$ CSL agreed to pay US\$250 million to Aventis (now Sanofi - Aventis) if CSL's share price moved above \$35 dollars and remained above that price for 60 consecutive trading days during the period 27 September 2007 and 26 March 2008. CSL retains the option to issues shares in CSL in lieu of cash.
  • For Australian dividend withholding tax purposes, the dividend will be declared to be wholly conduit $(3)$ foreign income in the dividend statement. Under Australian taxation law, dividends that are conduit foreign income are exempt from Australian dividend withholding tax when paid to non-residents of Australia.
  • After tax proceeds from the sale of JRH together with its earnings contribution during FY2005. $(4)$
  • $(5)$ Adjusted for the provision for the continent payment arising from the acquisition of Aventis Behring and the after tax proceeds from the sale of JRH together with its earnings contribution during FY2005.