Lead Manager

SECTION 6
INDEPENDENT ACCOUNTANTS’ REPORTS
Similarly, the pro-forma consolidated statements of cash flows do not include cash inflows or outflows relating to
bonuses and income taxes.
As noted by the directors in the Prospectus, the Detailed Pro-Forma Historical Financial Information does not
purport to present the results of operations and cash flows of Babcock & Brown had it operated as a public listed
entity during the periods indicated or to project results of operations or cash flows for any future period.
Our Report relates only to the Detailed Pro-Forma Historical Financial Information referred to above and does
not extend to any other pro-forma historical financial information included in the Prospectus including the
restated statements of historical pro-forma financial performance set out in Section 5.2.2 of the Prospectus.
The Detailed Pro-Forma Historical Financial Information has been adjusted to reflect certain one-off transactions
and the internal restructure required to facilitate the IPO (the “Pro-Forma Adjustments”). In particular the proforma
consolidated statements of financial performance and statements of cash flows have been adjusted to reflect:
• the exclusion of the results of entities historically controlled by BBH but which will not form part of the
Babcock & Brown group following the IPO;
• the inclusion of the results of entities which were not historically controlled by BBH but will form part of
the Babcock & Brown group following the IPO;
• the exclusion of the impact of gains and losses on hedges of Australian operations entered into during the
historical period when the US dollar was the main operating currency of BBH; and
• the exclusion of the impact of historic outside equity interests which are eliminated under the new
structure and recognise outside equity interests applicable to the pre-IPO US Executive Stakeholders'
interests in BBIPL.
The pro-forma consolidated statements of financial position have been adjusted to reflect:
• the internal restructure required to facilitate the IPO and the intended structure of the Babcock & Brown
group following the IPO;
• the raising of new capital as part of the IPO;
• the repayment of debt from the proceeds of the IPO; and
• anticipated costs of the IPO and internal restructure.
Details of these adjustments are set out in notes 3 and 4 of the pro-forma consolidated historic financial
statements set out in Appendix A of the Prospectus.
Responsibility
The Directors of Babcock & Brown are responsible for the preparation and content of the Detailed Pro-Forma
Historical Financial Information including determination of the Pro-Forma Adjustments.
It is our responsibility to review the Detailed Pro-Forma Historical Financial Information and report on it.We
disclaim any responsibility for any reliance on this Report or the financial information to which it relates for any
purpose other than that for which it was prepared.This Report should be read in conjunction with the full
Prospectus.
Ernst & Young is liable for the content of this report. Babcock & Brown is liable for the remainder of the
Prospectus, other than the Independent Accountant’s Report on Pro-Forma Forecast Financial Information.
Review of Historical Financial Information
We have performed a review of the Detailed Pro-Forma Historical Financial Information in order to state
whether on the basis of the procedures described, anything has come to our attention that would indicate that
the Detailed Pro-Forma Historical Financial Information as set out in Appendix A is not presented fairly in
accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of
applicable Accounting Standards in Australia and Australian IFRS, as applicable.
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