Remuneration Report

_________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Date of  30 September 2003

BHP Billiton Plc

Registration Number 3196209

Neathouse Place

London SW1V 1BH

United Kingdom

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F X   Form 40-F  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

 

Yes     No X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):


 

BHP Billiton Plc
Financial Statements for the year ended 30 June 2003 (part 2 of 3)

Notes to Financial Statements continued

 

14 Tangible fixed assets

   

Plant

Other

Assets

Exploration

 
 

Land and

and

mineral

under

and

 
 

buildings

equipment

assets

construction

evaluation

Total

 

US$M

US$M

US$M

US$M

US$M

US$M

Cost or valuation

           

At the beginning of the financial year

2 461

24 788

7 161

2 771

479

37 660

Additions

159

487

94

2 303

141

3 184

Disposals

(43)

(75)

(6)

-

(15)

(139)

Demerger or disposals of subsidiaries

(584)

(4 303)

(367)

(210)

(86)

(5 550)

Exchange variations

12

417

41

-

-

470

Transfers and other movements

255

1 489

(61)

(1 601)

(32)

50

At the end of the financial year

2 260

22 803

6 862

3 263

487

35 675

Depreciation

           

At the beginning of the financial year

1 179

13 154

2 800

210

138

17 481

Charge for the year

98

1 230

305

-

13

1 646

Impairments for the year

6

48

-

-

9

63

Disposals

(25)

(34)

(4)

-

(5)

(68)

Demerger or disposals of subsidiaries

(385)

(2 621)

(367)

(210)

(86)

(3 669)

Exchange variations

10

343

30

-

-

383

Transfers and other movements

48

62

(81)

-

1

30

At the end of the financial year

931

12 182

2 683

-

70

15 866

Net book value at the end of the financial year

1 329

10 621

4 179

3 263

417

19 809

Net book value at the beginning of the financial year

1 282

11 634

4 361

2 561

341

20 179

Included within the net book value of other mineral assets is US$534 million (2002: US$530 million) of deferred overburden removal costs.

Included in the additions for exploration and evaluation is US$100 million (2002: US$147 million) of capitalised exploration expenditure.

Included within the amounts above for plant and equipment are assets held under finance leases with a net book value of US$55 million (2002: US$65 million). Depreciation charged on these assets during the year ended 30 June 2003 totalled US$9 million (2002: US$9 million).

Included within the amounts set out above are assets with a net book value of US$821 million, which has been recorded at a Directors' valuation in prior periods. Under the transitional rules of FRS 15 'Tangible Fixed Assets' which was adopted in the year ended 30 June 1999, these valuations were frozen and effectively treated as the cost of the fixed asset and no further revaluations made. The comparable amount determined according to the historical cost convention is US$763 million. The additional depreciation charge attributable to the revaluation for 2003 is US$5 million (2002: US$5 million).

Included within tangible fixed assets at 30 June 2003 is capitalised interest with a net book value of US$456 million (2002: US$362 million).

   

Long

 
 

Freehold

leasehold

Total

 

US$M

US$M

US$M

The net book value of land and buildings can be analysed as follows:

     

At 30 June 2003

1 268

61

1 329

At 30 June 2002

1 187

95

1 282

The analysis of tangible fixed assets between categories has been restated from the amounts previously disclosed to better reflect the nature of certain assets.

15 Fixed asset investments

 

Investment

 

Loans

   

Other

 
 

in joint

Investment

to joint

Loans to

Own

fixed asset

 
 

ventures

in associates(a)

ventures(b)

associates(a)

shares)(c)

investments)(d)

Total

 

US$M

US$M

US$M

US$M

US$M

US$M

US$M

At the beginning of the financial year

1 468

85

421

67

3

496

2 540

Group share of profits less losses

139

25

-

-

-

-

164

Charge for the year

-

-

-

-

-

(10)

(10)

Additions

41

-

34

-

-

3

78

Transfer on demerger of subsidiaries

-

-

-

-

-

94

94

Disposals

-

(110)

(128)

(67)

(1)

(426)

(732)

Demerger or disposal of subsidiaries

(48)

-

(34)

-

-

(9)

(91)

Dividends received

(197)

-

-

-

-

-

(197)

At the end of the financial year

1 403

-

293

-

2

148

1 846

 

 

 

In aggregate

BHP Billiton Group Share

 

2003

2002

2003

2002

 

US$M

US$M

US$M

US$M

Net assets of joint ventures can be analysed as follows:

       

Fixed assets

5 799

5 543

2 152

2 152

Current assets

1 666

1 706

728

750

Liabilities due within one year

(1 101)

(1 302)

(476)

(576)

Liabilities due after more than one year

(2 652)

(2 173)

(1 001)

(858)

Net assets of joint ventures

3 712

3 774

1 403

1 468

Net assets of associates can be analysed as follows:

       

Fixed assets

-

880

-

220

Current assets

-

196

-

49

Liabilities due within one year

-

(156)

-

(39)

Liabilities due after more than one year

-

(580)

-

(145)

Net assets of associates

-

340

-

85

 

In aggregate

BHP Billiton Group Share

 

2003

2002

2001

2003

2002

2001

 

US$M

US$M

US$M

US$M

US$M

US$M

Profits less losses of joint ventures and

           

associates can be analysed as follows:

           

Turnover

4 516

4 252

3 263

1 898

1 872

1 290

Net operating costs

(3 666)

(3 442)

(2 675)

(1 540)

(1 532)

(1 643)

Operating profit/(loss)

850

810

588

358

340

(353)

Profit/(loss) after net interest and taxation

400

520

288

164

225

(468)

Capital commitments

     

98

116

19

(a) During the financial year the BHP Billiton Group sold its interest in Minera Alumbrera Limited (refer note 1).

(b) Loans to joint ventures includes US$275 million (2002: US$273 million) that are in the form of cash on deposit, with the banks having an equivalent amount on loan to the joint venture.

(c) Own shares comprised the shares of BHP Billiton Plc held by the Group's Employee Share Ownership Trusts (refer note 23 for a description of the Trust). At 30 June 2003, 347 498 shares (2002: 659 882) were held by the Trust with a market value at that date of US$2 million (2002: US$3 million).

(d) The BHP Billiton Group has subscribed for shares in a number of listed companies in connection with option arrangements on exploration projects. The consideration has been allocated to the option and has generally been expensed in accordance with the BHP Billiton Group's accounting policy on exploration. These investments therefore have a book value of US$nil at 30 June 2003 (2002: US$nil) in the table above and a market value of US$11 million (2002: US$11 million). Other listed investments had a book value of US$72 million (2002: US$68 million) and a market value of US$77 million (2002: US$82 million).

16 Stocks

 

2003

2002

 

US$M

US$M

Raw materials and consumables

356

349

Work in progress

384

434

Finished goods

639

674

 

1 379

1 457

17 Debtors

 

2003

2002

 

US$M

US$M

Amounts due within one year

   

Trade debtors

1 467

1 643

less Provision for doubtful debts

(5)

(13)

Tax recoverable

13

20

Employee Share Plan loans (a)

2

71

Other debtors (b)

624

737

less Provision for doubtful debts

(6)

(3)

Prepayments and accrued income

129

99

 

2 224

2 554

Amounts due after one year

   

Deferred tax

447

480

Employee Share Plan loans (a)

69

64

Other debtors (b)

535

371

Pension prepayments (refer note 27)

270

224

Other prepayments and accrued income

84

58

 

1 405

1 197

 

3 629

3 751

(a) Under the terms of the BHP Billiton Limited Employee Share Plan, shares have been issued to employees for subscription at market price less a discount not exceeding 10 per cent. Interest free employee loans are available to fund the purchase of such shares for a period of up to 20 years repayable by application of dividends or an equivalent amount.

(b) Other debtors includes receivables from joint venture arrangement cash calls, indirect taxes and other long-term financing and reimbursement arrangements.

18 Current asset investments

 

2003

2002

 

US$M

US$M

Unlisted investments (a)(b)

143

117

 

143

117

(a) Unlisted investments include US$104 million (2002: US$61 million) held by the Ingwe Environmental Trust Fund. The future realisation of these investments is intended to fund environmental obligations relating to the eventual closure of Ingwe's mines and consequently these investments, whilst under BHP Billiton Group control, are not available for the general purposes of the BHP Billiton Group. All income from these investments is reinvested or spent to meet these obligations. The BHP Billiton Group retains responsibility for these environmental obligations until such time as the former mine sites have been rehabilitated in accordance with the relevant environmental legislation. These obligations are therefore included under provisions for liabilities and charges (refer note 21).

(b) Unlisted investments include US$39 million (2002: US$49 million) relating to the BHP Billiton Group's self insurance arrangements. These investments are held for the benefit of the BHP Billiton Group but are not available for the general purposes of the BHP Billiton Group.

19 Creditors - amounts falling due within one year

 

2003

2002

 

US$M

US$M

Bank overdrafts

21

509

Unsecured bank loans (current portion of long-term loans)

230

154

Unsecured bank loans (other short-term loans)

371

197

Total current portion of bank loans and overdrafts

622

860

Debentures

150

706

Secured debt (limited recourse) (refer note 20)

28

35

Unsecured debt (non-recourse)

44

173

Secured debt (non-recourse)

34

-

Commercial paper (a)

138

849

Finance leases

4

2

Other unsecured borrowings

16

21

Other secured borrowings

-

141

Total current portion of debentures and other borrowings

414

1 927

Total borrowings falling due within one year

1 036

2 787

     

Trade creditors

1 398

1 243

Corporation taxes

322

513

Social security

1

1

Other taxes

36

110

Other creditors and accruals

832

1 081

Deferred income

114

92

Dividends payable

468

402

 

4 207

6 229

(a) In accordance with FRS 4 'Capital Instruments', all commercial paper is classified as short-term borrowings though it is backed by medium term facilities. Under US GAAP, this amount would be grouped with non-current borrowings at 30 June 2003 and 30 June 2002. The maturity of US$138 million (2002: US$849 million) of the commercial paper included above as due within one year can be extended beyond one year at the BHP Billiton Group's option.

 

20 Creditors - amounts falling due after more than one year

 

2003

2002

 

US$M

US$M

Unsecured bank loans

97

1 345

Total non-current portion of bank loans

97

1 345

Debentures

4 145

2 366

Secured debt (limited recourse) (a)

478

414

Unsecured debt (non-recourse)

754

613

Secured debt (non-recourse)

74

86

Redeemable preference shares (b)

450

450

Finance leases

49

33

Other unsecured borrowings

241

227

Total non-current portion of debentures and other borrowings

6 191

4 189

Total borrowings falling due after more than one year

6 288

5 534

     

Trade creditors

14

10

Other creditors

181

111

Corporation taxes

21

13

Deferred income

345

319

 

6 849

5 987

(a) The limited recourse secured debt relates to the Mozal joint arrangement. The debt is secured by a charge over the assets of this joint arrangement and the lender has recourse to only those assets in the event of default. The BHP Billiton Group's share of these obligations are guaranteed by BHP Billiton Plc until such time as the project reaches financial completion.

(b) Redeemable preference shares include the following:

BHP Operations Inc: Preferred stock

Auction market preferred stock

600 (2002: 600) shares issued at US$250 000 each, fully paid preferred stock; cumulative, non-participating, dividend reset on a regular basis reflecting prevailing US market rates; not entitled to any earnings growth or capital appreciation of the issuer. Redeemable at the option of the issuer on any dividend payment date or, if redeemed in full, on any business day. Guaranteed by other BHP Billiton Group companies.

Cumulative preferred stock series 'A'

3 000 (2002: 3 000) shares issued at US$100 000 each, fixed at 6.76 per cent per annum, fully paid and not entitled to any earnings growth or capital appreciation of the issuer. Subject to mandatory redemption on 27 February 2006. Dividends are cumulative and are calculated on the basis of a year of twelve 30 day months. Guaranteed by other BHP Billiton Group companies.

 

Repayable

Currency

Interest rate %

2003 US$M

2002 US$M

Debt falling due after 5 years is analysed as follows:

         

Magma long-term borrowing

2009 - 2011

US$

LIBOR

50

50

US$ Bond issue

2007

US$

7.5% fixed

-

12

US$ Bond issue

2012 - 2026

US$

7.0% fixed

1 073

750

Global Bond

2013

US$

LIBOR+0.47%

850

-

Long-term borrowing

2020

US$

6.35% fixed

-

22

Escondida

2008 - 2013

US$

8.3% fixed

29

29

Escondida

2011

US$

LIBOR+0.50%

157

-

Medium term notes

2008

US$

LIBOR+0.78%

391

391

Rio Algom Preferred Securities (a)

2047

US$

9.4% fixed

-

150

Manganese Shareholder loan

2030

US$

LIBOR+2.25%

82

82

Richards Bay Coal Terminal loan

2015

ZAR

interest free

30

23

Eskom loan

2013

ZAR

12.8% fixed

40

46

Mozal - Senior loans

2012 - 2014

US$

7-8% fixed

121

210

Mozal - Senior loans

2012

US$

LIBOR+2.4%

95

 

Mozal - Subordinated loan

2012

US$

8.46% fixed

46

34

Chrome Alloys long-term borrowing

2015

ZAR

JIBAR+1.4%

3

46

Other

 

various

various

17

27

       

2 984

1 924

For maturity profile of financial liabilities see note 29, Liquidity exposures. For the purpose of that disclosure, financial liabilities include total borrowings falling due within one year US$1 036 million (2002: US$2 787 million), total borrowings falling due after more than one year US$6 288 million (2002: US$5 534 million) and creditors deemed to be financial instruments, payable in cash, of US$117 million (2002: US$17 million).

(a) Classified as current at 30 June 2003 following the exercise, on 27 June 2003, of Rio Algom's option to redeem the Preferred Securities on 7 August 2003.

 

21 Provisions for liabilities and charges

 

Employee

Entitlements
(a)

US$M

Restructuring
(b)

US$M

Resource

Rent tax

US$M

Site

Rehabilitation
(c)

US$M

Post-

Retirement

benefits(d)

(note 27)

US$M

Deferred

Tax

US$M

Other

US$M

Total

US$M

At 1 July 2002

641

125

214

1 613

215

1 587

259

4 654

Amounts capitalized

-

-

-

325

-

-

-

325

Demerger or disposals of subsidiaries

(183)

(1)

-

(1)

-

(237)

(34)

(456)

Charge/(credit) for the year:

               

     Underlying

411

4

(3)

37

50

54

36

589

     Discounting

3

-

-

94

-

-

-

97

     Exchange variation

51

5

29

-

22

-

35

142

     Released during the year

-

-

-

-

-

-

-

-

Exchange variation taken to reserves

1

-

3

15

-

17

1

37

Utilisation

(265)

(28)

-

(84)

(29)

-

(23)

(429)

Transfers and other movements

(32)

(48)

(2)

26

59

(8)

24

19

At 30 June 2003

627

57

241

2 025

317

1 413

298

4 978

At 1 July 2001

603

499

195

1 048

144

1 340

190

4 019

Amounts capitalized

-

-

-

430

-

-

-

430

Disposals

(16)

-

-

(93)

(30)

(46)

(6)

(191)

Charge/(credit) for the year:

               

     Underlying

330

21

3

-

16

261

77

708

     Discounting

-

-

-

42

-

-

-

42

     Exchange variation

24

5

19

-

(14)

-

13

47

     Released during the year

-

(13)

-

(57)

-

-

(15)

(85)

Exchange variation taken to reserves

21

9

2

6

-

32

2

72

Utilisation

(262)

(118)

(6)

(45)

(12)

-

(38)

(481)

Transfers and other movements

(59)

(278)

1

282

111

-

36

93

At 30 June 2002

641

125

214

1 613

215

1 587

259

4 654

(a) The provision for employee entitlements includes applicable amounts for annual leave and associated on-costs. It is anticipated expenditure of approximately US$313 million will be incurred in the year ending 30 June 2004.

(b) Total provision for restructuring costs is made up of:

 

2003

2002

 

US$M

US$M

Remediation and site rehabilitation

10

47

Redundancies

22

36

Business terminations (including contract cancellations)

25

42

 

57

125

(c) The BHP Billiton Group's activities are subject to various national, regional, and local laws and regulations governing the protection of the environment. Furthermore, the BHP Billiton Group has a policy of ensuring that reclamation is planned and financed from the early stages of any operation. Provision is made for the reclamation of the BHP Billiton Group's mining and processing facilities along with the decommissioning of offshore oil platforms and infrastructure associated with petroleum activities. At 30 June 2003, US$1 664 million (2002: US$1 276 million) was provided for reclamation and decommissioning costs relating to current operations in the provision for site rehabilitation. Reclamation and decommissioning expenditures generally are expected to be paid over the next 30 years. As stated in the BHP Billiton Group's accounting policy, the BHP Billiton Group's provisions for reclamation and decommissioning are discounted to their net present value. The estimated total site rehabilitation cost (undiscounted) to be incurred in the future arising from operations to date, and including amounts already provided for, is US$3 391 million (2002: US$2 863 million).

In addition, the BHP Billiton Group has certain obligations associated with maintaining several closed sites including remediation activities. At 30 June 2003, US$361 million (2002: US$337 million) and US$10 million (2002: US$47 million) were provided for closed properties and remediation activities in the provisions for site rehabilitation and restructuring, respectively. The main closed site to which this provision relates is Southwest Copper in the US. Certain of the remediation activities are subject to legal dispute and depending on the ultimate resolution of these matters the final liability for these matters could vary. The amounts provided for these matters are reviewed periodically based upon the facts and circumstances available at the time and the provisions are updated accordingly. The BHP Billiton Group believes that it is reasonably possible that, due to the nature of the liability and the degree of uncertainty which surrounds them, the liability for these matters could be as much as 50 per cent (2002: 20 per cent) greater than the total amount of US$371 million provided at 30 June 2003 (2002: US$384 million). Details of the more significant remediation sites are discussed below.

Pinal Creek, Arizona, US

BHP Copper Inc ('BHP Copper') is involved in litigation concerning groundwater contamination resulting from historic mining operations near the Pinal Creek/Miami Wash area located in the State of Arizona.

On 2 April 1994, Roy Wilkes and Diane Dunn initiated a toxic tort class action lawsuit in the Federal District Court for the District of Arizona. On 22 September 2000, the Court-approved settlement reached between the parties for a non-material amount, and the terms of the settlement are now being implemented as a monitoring program.

A State consent decree ('the Decree') was approved by the Federal District Court for the District of Arizona in August 1998. The Decree authorises and requires groundwater remediation and facility-specific source control activities, and the members of the Pinal Creek Group (which consists of BHP Copper, Phelps Dodge Miami Inc and Inspiration Consolidated Copper Co) are jointly liable for performing the non-facility specific source control activities. Such activities are currently ongoing. As of 30 June 2003 the Group has provided US$22 million (30 June 2002: US$31 million) for its anticipated share of the planned remediation work, based on a range up to US$43 million.

BHP Copper and the other members of the Pinal Creek Group filed a contribution action in November 1991 in the Federal District Court for the District of Arizona against former owners and operators of the properties alleged to have caused the contamination. The claim is for an undetermined amount but under current state and federal laws applicable to the case, BHP Copper should recover a significant percentage of the total remediation costs from the Defendants, based upon their operations' proportionate contributions to the total contamination in the Pinal Creek drainage basin. Such action seeks recovery from these historical owners and operators for remediation and source control costs. BHP Copper's predecessors in interest have asserted a counterclaim in this action seeking indemnity from BHP Copper based upon their interpretation of the historical transaction documents relating to the succession in interest of the parties. BHP Copper has also filed suit against a number of insurance carriers seeking to recover under various insurance policies for remediation, response, source control, and other costs noted above incurred by BHP Copper. The reasonable assessment of recovery in the various insurances cases has a range from US$7 million to about US$20 million, depending on many factors. Neither insurance recoveries nor other claims or offsets have been recognised in the financial statements and will not be recognised until such offsets are considered virtually certain of realisation.

Hawaii, US

In May 1998, the BHP Billiton Limited Group divested its businesses in Hawaii. The BHP Billiton Limited Group indemnified the buyers for certain past liabilities and has capped this indemnification at less than US$10 million, much of which has now been spent. Following the divestment, the BHP Billiton Limited Group has retained some environmental liabilities for which it has indemnified the buyer and which are uncapped, as described below.

The BHP Billiton Limited Group operated a petroleum terminal, now decommissioned, at a site that is within an area that has since been declared a Hawaii State Superfund site. The BHP Billiton Limited Group is currently participating in a voluntary effort with a number of other parties to undertake site assessment, to be followed by a risk assessment, and ultimately risk-based correction actions. Site assessment is expected to be completed in 2003 and risk assessment in 2004. Some corrective action is taking place while the assessments are progressing.

Also within the Superfund area is the site of a previous manufactured gas plant. Litigation over a claim brought by a neighbour, Castle & Cooke, asserting that contamination on its property arose from the BHP Billiton Limited controlled site was settled in December 2000. The BHP Billiton Group has engaged a contractor to remediate the former gas plant site to the satisfaction of the Hawaii Department of Health and to meet conditions of the Settlement Agreement. Remediation activities have commenced and are ongoing.

The Group's remaining liabilities for its former Hawaii businesses including remediation costs, though uncapped, are currently assessed and accrued at US$11 million (2002: US$12 million).

Newcastle, Australia

On 28 June 2002, the BHP Billiton Group and the New South Wales (NSW) Government executed contracts for the transfer of four properties in the Newcastle area from the Group to the NSW Government. The properties covered by the land transfer are 150 hectares at the former Newcastle Main Steelworks site, 230 hectares at Kooragang Island, 500 hectares at Belmont Sands and 1500 hectares at West Wallsend.

Pursuant to the terms of the contracts the NSW Government agreed to pay the Group US$22 million (net of GST) for the Main Steelworks site. The other properties were transferred to the NSW Government at no cost. The Group will ultimately pay the NSW Government a sum of US$73 million (net of GST) for environmental remediation and monitoring of the former Main Steelworks site and Kooragang Island, industrial heritage interpretation and rail infrastructure relocation on the former Main Steelworks site, of which US$43 million has already been paid.

The transfer of the four properties was conditional, amongst other things, on an indemnity from the NSW Government against responsibility for the remediation of contamination on the Main Steelworks site and Kooragang Island and contamination, which migrates to or is transported off these sites after the date of completion. The Group retains responsibility for any pre-existing environmental liabilities associated with Belmont Sands and West Wallsend and for pre-existing off-site contamination from the former Main Steelworks site and Kooragang Island.

The Group continues to be responsible for demolition at the Main Steelworks site at an estimated cost of approximately US$5 million at 30 June 2003 (2002: US$11 million). The payments to the Government associated with the land transfers and the cost of demolition has been accounted for as part of the Newcastle Steelworks closure. The transfers of the four properties referred to above were completed on 31 July 2002 and the indemnity referred to above is now in place. The Group has also taken out pollution liability insurance to cover certain risks associated with pre-completion environmental liabilities referred to above.

Additionally the Group retains responsibility for certain sediment in the Hunter River adjacent to the former Main Steelworks site. A remediation options study has been completed. The estimated total future costs provided at 30 June 2003 were approximately US$30 million (2002: US$75 million).

Ok Tedi, Papua New Guinea

The BHP Billiton Group completed its withdrawal from the Ok Tedi copper mine in Papua New Guinea in February 2002 with the transfer of its 52 per cent equity stake to PNG Sustainable Development Program Limited (Program Company), a development fund that operates for the benefit of the Papua New Guinean people.

The Program Company operates independently and will utilise future dividend payments arising from the BHP Billiton Group's transferred shareholding in Ok Tedi Mining Limited (OTML) to fund current and long-term sustainable development projects in Papua New Guinea, particularly the Western Province.

Following the transfer of BHP Billiton's shareholding, the equity participants in OTML are: PNG Sustainable Development Program Limited (52 per cent); the State of Papua New Guinea (30 per cent) and Inmet Mining Corporation (18 per cent). OTML continues to operate the mine on behalf of the shareholders.

Additionally the withdrawal agreement required cash provisioning by OTML for mine closure and provides a scheme for retention of a responsible and skilled mine management team including transfer of existing BHP Billiton Group Ok Tedi staff to OTML.

The BHP Billiton Group also provides financial support to the Program Company by way of a fully repayable, interest free funding facility of US$100 million for a period of three years (until it has built up its own fund) with repayment arrangements if these are used. As any allocations from the funding facility are fully repayable, BHP Billiton's assessment is that these arrangements do not require provisioning in the BHP Billiton Group's accounts.

The financial support provided by the BHP Billiton Group ensures the Program Company has immediate access to finance for environmental remediation or other capital requirements, in accordance with its shareholder obligations, prior to the accumulation of sufficient funds in the Program Company from future dividend flows.

Following the equity transfer, the BHP Billiton Group no longer benefits financially from the Ok Tedi mine operations and, as a result, the BHP Billiton Group negotiated the agreement for its withdrawal to provide protection from any future liabilities including legal claims. The legal arrangements encompass a series of legal releases, indemnities and warranties that safeguard the BHP Billiton Group's interests following its formal exit from the project.

(d) The provision for post-retirement benefits includes pension liabilities of US$65 million (2002: US$31 million).

22 Called up share capital and contributed equity

 

2003

2002

2001

 

US$M

US$M

US$M

BHP Billiton Plc

     

Authorised share capital

     

3 000 000 000 ordinary shares of US$0.50 each (2002: 3 000 000 000; 2001: 3 000 000 000)

1 500

1 500

1 500

50 000 (2002: 50,000; 2001: 50 000) 5.5% preference shares of Pounds 1 each (a)

-

-

-

1 Special Voting Share (2002: 1; 2001: 1) of US$0.50 (b)

-

-

-

1 Equalisation Share (2002: 1; 2001: 1) of US$0.50 (c)

-

-

-

 

1 500

1 500

1 500

Allotted, called up and fully paid share capital

     

2 468 147 002 ordinary shares of US$0.50 each (2002: 2 319 147 885; 2001: 2 319 147 885)

1 234

1 160

1 160

50 000 (2002: 50 000; 2001: 50 000) 5.5% preference shares of Pounds 1 each (a)

-

-

-

1 Special Voting Share (2002: 1; 2001: 1) of US$0.50 (b)

-

-

-

 

1 234

1 160

1 160

 

 

 

Number of shares

 

2003

2002

2001

Movements in called up fully paid ordinary shares

     

Opening number of shares

2 319 147 885

2 319 147 885

2 138 032 287

Bonus shares issued (d)

148 999 117

-

-

Shares issued under ordinary share placement (e)

-

-

181 115 598

Closing number of shares

2 468 147 002

2 319 147 885

2 319 147 885

 

2003

2002

2001

 

US$M

US$M

US$M

BHP Billiton Limited

     

Paid up contributed equity (f)

     

3 747 687 775 ordinary shares fully paid (2002: 3 724 893 687; 2001: 3 704 256 885)

1 785

3 143

3 039

240 000 ordinary shares paid to A$1.40 (2002: 320 000; 2001: 385 000) (h)

-

-

-

1 095 000 ordinary shares paid to A$1.36 (2002: 2 305 000; 2001: 3 656 500) (h)

-

-

-

1 Special Voting Share (2002: 1; 2001: 1) (b)

-

-

-

 

1 785

3 143

3 039

 

Number of shares

 

2003

2002

2001

Movements in fully paid ordinary shares

     

Opening number of shares

3 724 893 687

3 704 256 885

1 781 493 241

Shares issued on exercise of Employee Share Plan options (i)

20 165 784

22 955 508

7 798 200

Shares issued on exercise of Performance Rights (i)

918 120

-

150 920

Bonus shares issued (g)

-

-

1 912 154 524

Partly paid shares converted to fully paid (h)

1 710 184

1 815 916

2 660 000

Shares bought back and cancelled (j)

-

(4 134 622)

-

Closing number of shares (k)

3 747 687 775

3 724 893 687

3 704 256 885

(a) Preference shares have the right to repayment of the amount paid up on the nominal value and any unpaid dividends in priority to the holders of any other class of shares in BHP Billiton Plc on a return of capital or winding up. The holders of preference shares have limited voting rights if payment of the preference dividends are six months or more in arrears or a resolution is passed changing the rights of the preference shareholders. Since the merger these shares have been beneficially held by J.P. Morgan plc.

(b) Each of BHP Billiton Plc and BHP Billiton Limited issued one Special Voting Share to facilitate joint voting by shareholders of BHP Billiton Plc and BHP Billiton Limited on Joint Electorate Actions.

(c) The Equalisation Share was authorised to enable a distribution to be made by BHP Billiton Plc to the BHP Billiton Limited Group should this be required under the terms of the DLC merger. The Directors have the ability to issue the Equalisation Share if required under those terms. The Constitution of BHP Billiton Limited allows the Directors of that Company to issue a similar Equalisation Share.

(d) Upon the demerger of the BHP Steel business in July 2002, bonus shares of BHP Billiton Plc were issued to BHP Billiton Plc shareholders to reflect the value distributed to shareholders of BHP Billiton Limited as a result of the demerger (the bonus issue was one BHP Billiton Plc share for approximately each 15.6 BHP Billiton Plc shares held).

(e) In September 2000, 235 000 000 ordinary shares were placed at a price of 265 pence per share. The placing comprised 181 115 598 new shares and 53 884 402 shares held under the share repurchase scheme.

(f) Contributed equity decreased by US$1 456 million due to the demerger of BHP Steel in July 2002. This reflected a capital reduction of A$0.69 per share. The demerger resulted in BHP Billiton Limited shareholders being issued one BHP Steel Limited share for every five BHP Billiton Limited shares held.

(g) The DLC merger between BHP Billiton Plc and BHP Billiton Limited was established on 29 June 2001. Under the terms of the DLC merger BHP Billiton Limited issued fully paid bonus shares effective 29 June 2001 with the allotment of shares occurring on 9 July 2001. Refer to Merger Terms in 'Dual Listed Companies Structure and Basis of Preparation of Financial Statements'.

(h) 80 000 (2002: 65 000; 2001: 30 000) shares paid to A$1.40 and 1 210 000 (2002: 1 351 500; 2001: 2 630 000) shares paid to A$1.36 were converted to fully paid during 2003. There were no partly paid shares issued during the year (2002: nil; 2001: nil). Including bonus shares, 1 710 184 (2002: 1 815 916; 2001: 2 660 000) shares were issued on conversion of these partly paid shares. 282 000 (2002: 650 000) partly paid shares are entitled to 321 984 (2002: 692 315) bonus shares on becoming fully paid. As a consequence of the BHP Steel demerger, an interim call of A$0.69 per share was made on partly paid shares and the capital reduction amount was applied to meet this call.

(i) The number of shares issued on exercise of options and Performance Rights after 7 July 2001 includes bonus shares.

(j) During the year ended 30 June 2003, BHP Billiton Limited did not repurchase any shares in accordance with its announced share buy-back program. During the year ended 30 June 2002, BHP Billiton Limited repurchased 4 134 622 shares at a weighted average price of A$8.83 per share. The buy-back program allows for the purchase of up to 186 million BHP Billiton Limited shares (adjusted for the bonus issue), less the number of BHP Billiton Plc shares purchased on-market by Nelson Investment Limited.

(k) During the period 1 July 2003 to 9 September 2003, 155 000 Executive Share Scheme partly paid shares were paid up in full, 2 978 357 fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Employee Share Plan options and 813 709 fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Performance Share Plan Performance Rights.

 

23 Employee share ownership plans

Summary of BHP Billiton Group employee share ownership plans

The following table is a summary of the awards made under the employee share ownership plans of BHP Billiton Plc and BHP Billiton Limited.

The subsequent tables and associated footnotes provide more information in relation to that contained in the summary table.

The details of the plans, including comparatives, are presented including, where applicable, a bonus element to which the participant became entitled as a result of the DLC merger on 29 June 2001 and the BHP Steel Limited demerger on 1 July 2002.

   

Number of

Fair value of an

 

Number of awards

awards issued

award issued

 

outstanding at

during year ended

during year ended

 

30 June 2003

30 June 2003

30 June 2003

     

US$

BHP Billiton Plc employee share awards

     

Group Incentive Scheme

3 634 251

3 966 768

1.08

Restricted Share Scheme

4 608 382

-

-

Co-Investment Plan

837 450

-

-

BHP Billiton Limited employee share awards

     

Group Incentive Scheme

7 313 516

7 510 243

1.13

Employee Share Plan (shares)

20 508 095

-

-

Employee Share Plan (options)

37 571 802

67 500

1.22

Executive Share Scheme (partly paid shares)

1 656 984

-

-

Performance Share Plan (LTI)

7 924 676

-

-

Performance Share Plan (MTI)

238 940

-

-

Bonus Equity Share Plan (shares)

856 345

-

-

The following tables relate to awards issued under the BHP Billiton Plc Restricted Share Scheme and BHP Billiton Plc Co-Investment Plan as well as shares and options issued under the BHP Billiton Limited Employee Share Plan, partly paid shares issued under the BHP Billiton Limited Executive Share Scheme, performance rights issued under the BHP Billiton Limited Performance Share Plan, shares issued under the BHP Billiton Limited Bonus Equity Share Plan and awards issued under the BHP Billiton Group Incentive Scheme.

 

Restricted Share Scheme awards (a)

Co-Investment Plan awards (b)

 

2003

2002

2001

2003

2002

2001

Number of awards issued since the DLC merger (c)

5 657 555

5 657 555

 

1 023 425

1 023 425

 

During the financial year

           

Number of awards remaining at the beginning of the financial year

5 351 690

-

 

1 000 399

-

 

Number of awards issued

-

5 657 555

 

-

1 023 425

 

Number of awards exercised

(426 604)

(56 568)

 

(45 415)

(6 525)

 

Number of awards lapsed

(316 704)

(249 297)

 

(117 534)

(16 501)

 

Number of awards remaining at the end of the financial year

4 608 382

5 351 690

 

837 450

1 000 399

 

Exercisable

-

-

 

-

-

 

Not exercisable

4 608 382

5 351 690

 

837 450

1 000 399

 

Number of employees participating in awards issued

-

239

 

-

126

 

Market value of awards issued (US$ million) (d)

-

-

 

-

-

 

Proceeds from awards issued (US$ million)

-

-

 

-

-

 

Number of employees exercising awards

22

8

 

10

2

 

Market value of shares on exercise of awards (US$ million)

2

-

 

-

-

 

 

 

 

Group Incentive Scheme Performance

Group Incentive Scheme Performance

 

Shares (BHP Billiton Plc) (e)

Shares (BHP Billiton Limited) (e)

 

2003

2002

2001

2003

2002

2001

Number of awards issued since commencement of the Plan

3 966 768

   

7 510 243

   

During the financial year

           

Number of awards remaining at the beginning of the financial year

-

   

-

   

Number of awards issued

3 966 768

   

7 510 243

   

Number of awards exercised

-

   

-

   

Number of awards lapsed

(332 517)

   

(196 727)

   

Number of awards remaining at the end of the financial year

3 634 251

   

7 313 516

   

Exercisable

-

   

-

   

Not exercisable

3 634 251

   

7 313 516

   

Number of employees participating in awards issued

221

   

424

   

Market value of awards issued (US$ million) (d)

-

   

-

   

Proceeds from awards issued (US$ million)

-

   

-

   

Number of employees exercising awards

-

   

-

   

Market value of shares on exercise of awards (US$ million)

-

   

-

   
 

Employee Share Plan Options (f)

Weighted Average Exercise Price (A$)

 

2003

2002

2001

2003

2002

2001

Number of awards issued since commencement of the Plan

178 032 575

177 965 075

163 887 575

     

During the financial year

           

Number of awards remaining at the beginning of the financial year

60 994 303

74 588 800

87 217 403

8.29

7.92

7.92

Number of awards issued

67 500

14 077 500

15 244 569

8.95

8.98

9.13

Number of awards exercised

(20 165 784)

(22 955 508)

(16 104 063)

7.25

7.66

7.59

Number of awards lapsed

(3 324 217)

(4 716 489)

(11 769 109)

7.53

7.78

7.73

Number of awards remaining at the end of the financial year

37 571 802

60 994 303

74 588 800

7.81

8.29

7.92

Exercisable

15 899 927

32 297 444

18 643 279

7.03

7.62

7.54

Not exercisable

21 671 875

28 696 859

55 945 521

8.38

9.04

8.06

Number of employees participating in awards issued

1

266

367

     

Market value of awards issued (US$ million) (d)

-

-

-

     

Proceeds from awards issued (US$ million)

-

-

-

     

Number of employees exercising awards

9 857

12 081

9 431

     

Market value of shares on exercise of awards (US$ million)

121

132

84

     

Proceeds from exercise of options (US$ million)

83

94

65

     
 

Employee Share Plan Shares (f)

Executive Share Scheme
Partly Paid Shares (h)

 

2003

2002

2001

2003

2002

2001

Number of awards issued since commencement of the Plan

373 745 102

373 745 102

373 745 102

50 529 280

50 529 280

50 529 280

During the financial year

           

Number of awards remaining at the beginning of the financial year

45 827 460

62 781 518

87 469 376

3 367 168

5 183 084

8 625 929

Number of awards issued

-

-

-

-

-

-

Number of awards exercised

(25 319 365)

(16 954 058)

(24 687 858)

(1 710 184)

(1 815 916)

(3 442 845)

Number of awards lapsed

-

-

-

-

-

-

Number of awards remaining at the end of the financial year

20 508 095

45 827 460

62 781 518

1 656 984

3 367 168

5 183 084

Exercisable

20 508 095

45 827 460

62 781 518

1 656 984

3 367 168

5 183 084

Not exercisable

-

-

-

-

-

-

Number of employees participating in awards issued

     

-

-

-

Market value of awards issued (US$ million) (d)

     

-

-

-

Proceeds from awards issued (US$ million)

     

-

-

-

Number of employees exercising awards

     

11

14

15

Market value of shares on exercise of awards (US$ million)

     

7

8

14

Employee Share Plan Loans outstanding (US$ million) (g)

71

135

166

     

Proceeds from conversion of partly paid shares (US$ million)

     

10

10

22

 

 

 

Performance Share Plan

     
 

Performance Rights (i)(j)(k)

Bonus Equity Share Plan Shares (l)

 

2003

2002

2001

2003

2002

2001

Number of awards issued since commencement of the Plan

12 679 547

12 679 547

7 152 430

1 016 845

1 016 845

 

During the financial year

           

Number of awards remaining at the beginning of the financial year

10 293 469

6 234 311

1 836 241

1 016 845

-

 

Number of awards issued

-

5 527 117

4 857 130

-

1 016 845

 

Number of awards exercised

(1 901 694)

(1 235 794)

(459 060)

(135 945)

-

 

Number of awards lapsed

(228 159)

(232 165)

-

(24 555)

-

 

Number of awards remaining at the end of the financial year

8 163 616

10 293 469

6 234 311

856 345

1 016 845

 

Exercisable

-

57 384

-

-

-

 

Not exercisable

8 163 616

10 236 085

6 234 311

856 345

1 016 845

 

Number of employees participating in awards issued

-

118

115

-

117

 

Market value of awards issued (US$ million) (d)

-

-

-

-

-

 

Proceeds from awards issued (US$ million)

-

-

-

-

-

 

Number of employees exercising awards

22

21

1

26

-

 

Market value of shares on exercise of awards (US$ million)

8

6

2

1

-

 
         

Awards outstanding at:

   

 

 

Month of issue

 

Number

issued

 

Number of

recipients

 

Number

exercised

 

Number

lapsed

 

Balance

date

Date of

Directors'

Report

 

Exercise

price (m)

 

Exercise period /

release date

Group Incentive Scheme Performance

             

Shares (BHP Billiton Plc)

               

November 2002

3 966 768

221

-

332 517

3 634 251

3 556 429

-

July 2005 - June 2008

         

3 634 251

3 556 429

   

Restricted Share Scheme (n)

               

November 2001(Share awards)

292 577

1

-

169 358

123 219

123 219

-

Nov 2004

October 2001 (Share awards)

4 446 532

197

367 133

384 546

3 694 853

3 572 357

-

Nov 2004

October 2001 (Options)

918 446

41

116 039

12 097

790 310

776 049

-

Oct 2004 - Sept 2008

         

4 608 382

4 471 625

   

Co-Investment Plan (n)

               

November 2001

100 945

1

-

58 637

42 308

42 298

-

Nov 2003 - April 2006

October 2001

922 480

125

51 940

75 398

795 142

685 369

-

Oct 2003 - March 2006

         

837 450

727 667

   

Group Incentive Scheme Performance

             

Shares (BHP Billiton Limited)

             

November 2002

7 510 243

424

-

196 727

7 313 516

7 301 322

-

July 2005 - June 2008

         

7 313 516

7 301 322

   

Employee Share Plan Options

               

September 2002

67 500

1

-

-

67 500

67 500

A$8.95

Oct 2004 - Sept 2011

November 2001

6 870 500

113

231 387

361 384

6 277 729

5 717 600

A$8.30

Oct 2004 - Sept 2011

November 2001

7 207 000

153

665 913

454 487

6 086 600

5 858 500

A$8.29

Oct 2004 - Sept 2011

December 2000

3 444 587

67

247 812

262 262

2 934 513

2 797 990

A$8.72

July 2003 - Dec 2010

December 2000

2 316 010

59

503 884

155 738

1 656 388

1 645 121

A$8.71

July 2003 - Dec 2010

November 2000

1 719 196

44

245 747

263 701

1 209 748

1 095 783

A$8.28

July 2003 - Oct 2010

November 2000

7 764 776

197

3 892 714

432 665

3 439 397

3 372 926

A$8.27

July 2003 - Oct 2010

April 2000

61 953

3

-

-

61 953

61 953

A$7.60

April 2003 - April 2010

April 2000

937 555

5

-

138 362

799 193

760 473

A$7.60

April 2003 - April 2010

December 1999

413 020

1

-

-

413 020

413 020

A$8.61

April 2002 - April 2009

December 1999

309 765

1

-

-

309 765

309 765

A$7.50

April 2002 - April 2009

October 1999

123 906

6

103 255

20 651

-

-

A$7.57

April 2002 - April 2009

October 1999

105 320

3

14 456

30 976

59 888

59 888

A$7.57

April 2002 - April 2009

July 1999

206 510

1

-

-

206 510

206 510

A$7.60

April 2002 - April 2009

April 1999

44 474 820

45 595

14 343 772

20 669 379

9 461 669

8 365 927

A$6.92

April 2002 - April 2009

April 1999

16 901 398

944

6 055 906

6 257 563

4 587 929

3 458 320

A$6.92

April 2002 - April 2009

April 1998

366 555

16

325 253

41 302

-

-

A$6.45

April 2001 - April 2003

April 1998

289 114

23

268 463

20 651

-

-

A$6.44

April 2001 - April 2003

November 1997

3 261 619

3 501

2 490 511

771 108

-

-

A$6.84

Nov 2000 - Nov 2002

November 1997

16 336 800

16 411

13 658 778

2 678 022

-

-

A$6.84

Nov 2000 - Nov 2002

October 1997

11 234 144

511

11 047 252

186 892

-

-

A$6.73

Oct 2000 - Oct 2002

October 1997

8 243 879

379

7 823 631

420 248

-

-

A$6.73

Oct 2000 - Oct 2002

July 1997

413 020

1

413 020

-

-

-

A$8.49

July 2000 - July 2002

July 1997

816 747

36

673 223

143 524

-

-

A$8.49

July 2000 - July 2002

         

37 571 802

34 191 276

   

 

 

         

Awards outstanding at:

   
           

Date of

   
 

Number

Number of

Number

Number

Balance

Directors'

Exercise

Exercise period/

Month of issue

issued

recipients

exercised

lapsed

date

Report

price (m)

release date

Performance Share Plan Performance Rights (n)

           

November 2001 (LTI)

5 114 298

110

239 182

254 046

4 621 070

4 545 816

-

Oct 2004 - Sept 2011

October 2001 (LTI)

173 879

2

-

-

173 879

173 879

-

Oct 2004 - Sept 2011

October 2001(MTI)

238 940

6

-

-

238 940

238 940

-

Oct 2003 - Mar 2006

December 2000 (LTI)

415 510

11

-

-

415 510

319 210

-

July 2003 - Dec 2010

November 2000 (LTI)

4 441 620

104

1 521 126

206 277

2 714 217

2 072 070

-

July 2003 - Oct 2010

March 1999 (LTI)

2 295 300

1

2 295 300

-

-

-

-

Mar 1999 - Mar 2009

         

8 163 616

7 349 915

   

Bonus Equity Share Plan Shares

             

November 2001

1 016 845

117

135 945

24 555

856 345

852 928

-

Nov 2004 - Oct 2006

         

856 345

852 928

   

 

Fair valuation of employee share awards (o)

Fair valuation of awards as presented below represents the value of awards issued under employee share ownership plans of BHP Billiton Plc and BHP Billiton Limited. The values relate to the awards granted during the financial year and are measured at grant date.

 

2003

2002

2001

 

US$

US$

US$

Fair value of a Group Incentive Scheme Performance Share (BHP Billiton Plc)

1.08

   

Fair value of a Group Incentive Scheme Performance Share (BHP Billiton Limited)

1.13

   

Fair value of an Employee Share Plan Option

1.22

1.22

1.61

Fair value of a Restricted Share Scheme award

 

1.65

 

Fair value of a Co-Investment Plan matching award

 

2.63

 

Fair value of a Performance Right (LTI)

 

1.86

3.70

Fair value of a Performance Right (MTI)

 

2.97

 

Fair value of a Bonus Equity Share Plan award (p)

 

4.76

 

 

The fair values of awards granted were estimated using Black-Scholes option pricing techniques. Significant assumptions used in applying this formula were as follows:

 

2003

2002

2001

Group Incentive Scheme Performance Shares (BHP Billiton Plc)

     

Risk free interest rate

4.6%

   

Estimated life of awards

5 years)(q)

   

Estimated volatility of share price

20.0%

   

Estimated per annum lapses due to attrition of participants over term

5.0%)(r)

   

Dividend yield

2.5%

   

Group Incentive Scheme Performance Shares (BHP Billiton Limited)

     

Risk free interest rate

4.6%

   

Estimated life of awards

5 years)(q)

   

Estimated volatility of share price

20.0%

   

Estimated per annum lapses due to attrition of participants over term

5.0%)(r)

   

Dividend yield

2.5%

   

Employee Share Plan options

     

Risk free interest rate

4.8%

4.8%

6.6%

Estimated life of options

5 years)(q)

5 years)(q)

10 years)(q)

Estimated volatility of share price

20.0%

20.0%

30.3%

Estimated amount of dividends per share

   

A$0.247

Dividend yield

2.2%

2.2%

 

Restricted Share Scheme awards

     

Risk free interest rate

 

4.8%

 

Estimated life of awards

 

5 years)(q)

 

Estimated volatility of share price

 

20.0%

 

Dividend yield

 

2.2%

 

Co-Investment Plan matching awards

     

Risk free interest rate

 

4.6%

 

Estimated life of awards

 

4 years)(q)

 

Estimated volatility of share price

 

20.0%

 

Dividend yield

 

2.2%

 

Performance Rights (LTI)

     

Risk free interest rate

 

4.8%

6.6%

Estimated life of Performance Rights

 

5 years)(q)

10 years)(q)

Estimated volatility of share price

 

20.0%

30.3%

Estimated amount of dividends per share

   

A$0.247

Dividend yield

 

2.2%

 

Performance Rights (MTI)

     

Risk free interest rate

 

4.6%

 

Estimated life of Performance Rights

 

4 years)(q)

 

Estimated volatility of share price

 

20.0%

 

Dividend yield

 

2.2%

 

(a) Awards under the Restricted Share Scheme (RSS) were made at the discretion of the Trustees of the Billiton Employee Share Ownership Trust or by BHP Billiton Plc. In respect of the executive Directors, awards were made on the recommendation of the Remuneration Committee and, in the case of other employees, the Remuneration Committee recommended the level of award following proposals from the Executive Committee. An award takes the form of conditional awards or share options in BHP Billiton Plc and was made subject to performance hurdles that were set by the Remuneration Committee. The Remuneration Committee also recommended the value of the ordinary shares to constitute an award and this value did not exceed 100 per cent of a participant's annual base salary.

Subject to the performance hurdles being met and the extent to which they are met, the award will vest and the participant will become entitled to the appropriate number of ordinary shares, or if relevant entitled to exercise options over the relevant number of ordinary shares. The Employee Share Ownership Trust (ESOP Trust) is a discretionary Trust for the benefit of all employees of BHP Billiton Plc and its subsidiaries. The Trustee is an independent company, resident in Jersey. The Trust uses funds provided by BHP Billiton Plc and/or its subsidiaries as appropriate to acquire ordinary shares to enable awards to be made or satisfied under the RSS. The ordinary shares may be acquired by purchase in the market or by subscription at not less than nominal value.

If prior to vesting of an award, a participant ceases to be employed because of resignation or termination for cause, that award will lapse. If a participant ceases to be employed for any other reason, then either all or a proportion of the award will become exercisable depending on the circumstances of cessation.

Awards were made in October 2001 and November 2001 upon the following terms:

(i) one performance hurdle compares BHP Billiton Plc's total shareholder return (TSR) over the performance period with a global comparator group of companies over the same period.

(ii) awards will vest by reference to the relative position of BHP Billiton Plc's TSR compared to the global comparator group of companies.

(iii) if the performance hurdles are not achieved by the end of a three-year period, then 75 per cent of the award lapses. The performance hurdles are measured again at 30 September 2005 and 30 September 2006 and, if the hurdles are not achieved, then the remaining 25 per cent of the award lapses.

(iv) in addition to the measure against the global comparator group of companies, the awards are subject to an underlying absolute measure. In order for the awards to be capable of vesting, the percentage increase in BHP Billiton Plc's TSR over the relevant performance period must be equal to or in excess of 2 per cent per annum over the UK Retail Price Index.

(v) the percentage of shares that vest under the RSS will not be greater than the percentage of Performance Rights that can be exercised under the BHP Billiton Limited Performance Share Plan (PSP). The performance hurdles under the PSP are calculated on the same basis as those described above, but using the BHP Billiton Limited TSR compared to the TSR of the same global comparator group, and the Australian Consumer Price Index as the basis for the absolute measure. Refer footnote (i) below.

(vi) awards are not transferable, carry no right to dividends and no voting rights. Where there is a share issue before an award vests, the number of shares that constitute the award is adjusted at the discretion of the Remuneration Committee.

(b)Invitations to participate in the Co-Investment Plan (CIP) were made by the Remuneration Committee to selected employees (including executive Directors) of the BHP Billiton Plc Group. The selected employees were asked to indicate the proportion of their discretionary annual bonus for the current financial year they wished to invest in the CIP subject to the minimum and maximum investment limits set by the Remuneration Committee. Within those limits, part of the bonus that would otherwise have been paid in cash was used by the ESOP Trust to acquire ordinary shares in BHP Billiton Plc. These are known as committed shares. Each invitee who acquired committed shares was also granted an award (a matching award) over shares in BHP Billiton Plc. The matching award entitles the participant to acquire a number of shares in BHP Billiton Plc for nil consideration, subject to the satisfaction of performance hurdles and the continuing employment of the participant.

If prior to vesting of a matching award, a participant ceases to be employed because of resignation or termination for cause, the participant's committed shares will be forfeited and the related matching award will also lapse and cease to be exercisable. If a participant ceases to be employed for any other reason, then the entire committed share vests and either all or a proportion of the matching award relevant for the period of cessation will vest, depending on the circumstances of cessation. Awards issued as presented in the preceding tables represents both committed awards and matching awards.

Awards were made in October 2001 and November 2001 upon the following terms:

(i) one performance hurdle compares BHP Billiton Plc's TSR over the performance period with a global comparator group of companies over the same period.

(ii) awards will vest by reference to the relative position of BHP Billiton Plc's TSR compared to the global comparator group of companies.

(iii) the vesting of matching awards is determined by reference to two performance periods. The first performance period is two years in length. If the performance hurdles are achieved at the end of the first performance period, the corresponding number of shares under matching award will vest. At this time the participant has the option to remain within the plan and enter the second performance period or leave the plan. Should the participant leave the plan at the end of the first performance period, committed shares are released together with any shares under the matching award that may have vested. All remaining shares under the matching award lapse.

(iv) the second performance period is a further two years. At the end of this two-year period, subject to continuing employment, committed shares will be released and a number of shares subject to a matching award will vest to the extent the performance hurdles are met. If the performance hurdles have not been met at the end of the second performance period no additional shares under the matching award will vest. However, any shares that vested under the matching award for the first performance period may be exercised and the remaining shares under the matching award that have not vested will lapse.

(v) in addition to the measure against the global comparator group of companies, the awards are subject to an underlying absolute measure. In order for the awards to be capable of vesting, the percentage increase in BHP Billiton Plc's TSR over the relevant performance period must be equal to or in excess of 2 per cent per annum over the UK Retail Price Index.

(vi) the percentage of shares under the matching award that vest cannot be greater than the percentage of the matching awards that vest under the BHP Billiton Limited Medium Term Incentive (MTI) plan. The performance hurdles under the MTI are calculated on the same basis as those described above, but using the BHP Billiton Limited TSR compared to the TSR of the same global comparator group, and the Australian Consumer Price Index as the basis of the absolute measure. Refer footnote (j) below.

(vii) awards are not transferable. Awards carry no right to dividends and no voting rights. Where there is a share issue before an award vests, the number of shares that constitute the matching award is adjusted at the discretion of the Remuneration Committee.

(c) All awards issued under the RSS and CIP prior to June 2001 vested as a consequence of the DLC merger. Data as presented reflects awards granted after completion of the DLC merger only.

(d) Options, Performance Rights and awards issued under the Group Incentive Scheme, Bonus Equity Share Plan, RSS and CIP are not transferable nor are they listed and as such do not have a market value. Refer footnote (o) for estimated fair values.

(e) The Group Incentive Schemes were approved by shareholders at the 2002 Annual General Meeting. The Group granted Performance Shares to participants in November 2002 under transition arrangements of the Schemes, subject to achievement of specified performance hurdles. The Performance Shares granted are subject to meeting the three-year TSR and Earnings Per Share (EPS) performance hurdles at the end of the three-year performance period. The EPS growth threshold will be satisfied if the compound EPS growth for the Group during the performance period is at least equal to the higher of the increase in the Australian Consumer Price Index and the increase in the UK Retail Price Index, plus 2 per cent per annum, over the performance period. The TSR threshold is based on whether the TSR achieved by the peer group companies is greater than the TSR achieved by either BHP Billiton Limited or BHP Billiton Plc (whichever is lower) over the performance period. In essence, TSR is measured by the sum of any increase in share price of, plus dividends paid by, the various companies.

(f) The Employee Share Plan provided eligible employees of BHP Billiton Limited Group with the opportunity to acquire fully paid ordinary shares or options for ordinary shares in BHP Billiton Limited at such times as the Board deemed appropriate. These ordinary shares are issued from share capital. If prior to vesting of an option, a participant ceases to be employed because of resignation or termination for cause, that option will lapse. If a participant ceases to be employed for any other reason, then either all or a proportion of the options will become exercisable depending on the circumstances of cessation.

Shares and options were issued under the Employee Share Plan on the following terms:

(i) shares were offered for subscription for market value (which is the weighted average market price over the five days prior to issue) less a discount not exceeding 10 per cent. The exercise price of an option is the market value less a discount not exceeding 10 per cent.

(ii) where shares were offered, interest free employee loans were made available to fund the purchase of shares for a maximum period of 20 years, repayable by application of dividends or an equivalent amount. Any amounts outstanding are repayable at the end of employment or the 20-year period, whichever is earlier.

(iii) at cessation of employment an extension of the loan repayment period may be granted if the outstanding loan is in a non profitable position or if immediate payment may cause unnecessary hardship to the employee. The extension will be reviewed periodically. If during the extension period the shares become profitable or the circumstances causing the hardship no longer apply, BHP Billiton Limited will require repayment of the loan or arrange for the sale of those shares.

(iv) each option is granted over one unissued share in BHP Billiton Limited. Following the bonus issue allotment on 9 July 2001, on exercise of each option outstanding as at 29 June 2001, 2.0651 shares were issued. Although the exercise price was unaffected by the bonus share issue, data presented in the preceding tables has been adjusted to reflect the impact of the bonus issue on both the exercise price and the number of shares issued on exercise of options.

(v) the Board of Directors applied performance hurdles to the exercise of options issued in or after April 1999.

(vi) options granted in April 2000 are ten-year options, not exercisable until after three years, and then only if performance hurdles are achieved. These performance hurdles relate to two comparator groups (ASX 100 index and a global comparator group). BHP Billiton Limited's performance in terms of TSR is measured against both of these groups to determine if performance hurdles have been achieved.

(vii) options granted from November to December 2000 do not become exercisable until after 30 June 2003 and then only if performance hurdles are achieved. These performance hurdles relate to the ASX 100 index. BHP Billiton Limited's performance in terms of TSR is measured against this group of companies to determine if the performance hurdles have been achieved. The options lapse if the hurdles have not been achieved within a two-year period. If the options are exercisable, they lapse ten years after issue.

(viii) options granted in November 2001 do not become exercisable until after 30 September 2004 and then only if performance hurdles are achieved. These performance hurdles relate to the ASX 100 index. BHP Billiton Limited's performance in terms of TSR is measured against this group of companies to determine if the performance hurdles have been achieved. If the hurdles are not achieved by 30 September 2004, then 75 per cent of the options lapse. The TSR measurement is taken again at 30 September 2005 and 30 September 2006 and, if the hurdles are not achieved, the remaining 25 per cent of the options lapse. If the options are exercisable, they lapse on 30 September 2011.

(ix) options are not transferable. Options carry no right to dividends and no voting rights. Where there is a share issue before an option is exercised, the number of shares awarded on exercise will increase accordingly.

(x) unexercised options will expire at the end of the exercise period.

(g) Classified on the balance sheet as other debtors.

(h) The Executive Share Scheme provided for senior executives to acquire partly paid ordinary shares in BHP Billiton Limited.

Partly paid shares issued under the Executive Share Scheme were issued on the following terms:

(i) only full-time executive employees (including executive Directors) were eligible. Any eligible executive who participated in the Employee Share Plan was ineligible to participate in the Executive Share Scheme.

(ii) shares were offered at an issue price determined by the Board which was not less than a 10 per cent discount nor more than a 10 per cent premium on the current market price (measured over a five-day period).

(iii) the balance outstanding on ordinary shares must be paid not later than 20 years after the date of issue. The balance of the price must also be paid no later than two years after termination of employment, but may be paid at any earlier time chosen by a participant.

(iv) the price payable at the time of compulsory payment may be varied if the market price (adjusted for the effects of any bonus, rights or other issue) is then lower than the issue price.

(v) there is no entitlement to dividends on the Scheme shares while they remain partly paid, unless the Board determines otherwise.

(vi) shares issued under the Scheme prior to June 1996 are eligible immediately (even though partly paid) to participate in bonus, rights or other issues on the same basis as BHP Billiton Limited's other ordinary shares. These bonus shares are held in escrow until the Scheme shares are fully paid.

(vii) in respect of Scheme shares issued after June 1996, the issue of bonus shares will be deferred until the underlying Scheme shares are fully paid. Such bonus shares will not attract or accrue dividends while their issue is deferred. Data as presented in the preceding tables has been adjusted to reflect the impact of the bonus issue which resulted from the DLC merger.

(viii) voting rights attach in proportion to the amount paid up. Full voting rights apply when the shares are fully paid.

(i) Performance Rights have been issued to executive officers under the BHP Billiton Limited Performance Share Plan as long-term incentives (LTI). Performance Rights constitute a right, issued by a trustee of a special purpose trust established by BHP Billiton Limited, to require the trustee to acquire a BHP Billiton Limited share on behalf of the participant, upon fulfilment of prescribed performance hurdles or completion of service conditions. Where a service condition or performance hurdle is fulfilled, related Performance Rights are exercisable. The trustee acquires shares either by purchase on market or subscription, and the shares are then held in trust until the participant requests that they be transferred. If prior to vesting of a Performance Right, a participant ceases to be employed because of resignation or termination for cause, the Performance Right will lapse. If a participant ceases to be employed for any other reason, then either all or a proportion of the Performance Rights will become exercisable depending on the circumstances of cessation.

In addition to the above, Performance Rights were issued on the following terms:

(i) the exercise price of Performance Rights is nil. Performance Rights are not transferable. Performance Rights carry no right to dividends, and no voting rights. Where there is a share issue before a Performance Right is exercised, the number of shares awarded on exercise will increase accordingly.

(ii) Performance Rights will lapse if performance hurdles or service conditions are not satisfied or in other specified situations. Generally, Performance Rights lapse on the tenth anniversary of their date of issue unless previously exercised or lapsed in accordance with their terms of issue.

(iii) the performance hurdles attached to Performance Rights issued from November to December 2000 relate to a global comparator group of companies. BHP Billiton Limited's performance in terms of TSR is measured against this group of companies to determine if the performance hurdles have been achieved. This measurement was first taken on 30 June 2003 and the Performance Rights lapse if the hurdles have not been achieved within the two years following this date.

(iv) the performance hurdles attached to Performance Rights issued in October and November 2001 relate to a global comparator group of companies. BHP Billiton Limited's performance in terms of TSR is measured against this group of companies and the Australian Consumer Price Index to determine if the performance hurdles have been achieved. If the hurdles are not achieved by 30 September 2004, then 75 per cent of the Performance Rights lapse. The performance hurdles are measured again at 30 September 2005 and 30 September 2006 and, if the hurdles are not achieved, then the remaining 25 per cent of the Performance Rights lapse. The percentage of Performance Rights that vest cannot be greater than the percentage of shares that vest under the RSS. Refer footnote (a) above.

(j) Performance Rights were also issued to executive officers in October 2001 as medium term incentives (MTI) with separate terms from those discussed in (i) above. This had the effect of aligning the remuneration policy applied to the executives of the BHP Billiton Limited Group with that applied to executives of the BHP Billiton Plc Group who are able to participate in the Co-Investment Plan.

The participants indicated the proportion of their incentive plan award for the current financial year to invest as medium term incentives, subject to the minimum and maximum investment limits set by the Remuneration Committee. Within those limits, part of the bonus that would otherwise have been paid in cash was used to acquire Performance Rights. This is known as the committed award.

Each participant who acquired a committed award was also granted a matching award of Performance Rights over shares in BHP Billiton Limited. The matching award entitles participants to acquire a number of shares in BHP Billiton Limited for nil consideration, subject to the satisfaction of performance hurdles and the continuing employment of the participant. If prior to vesting of a matching award, a participant ceases to be employed because of resignation or termination for cause, the participant's committed award will be forfeited, the related matching award will lapse and Performance Rights cease to be exercisable.

If a participant ceases to be employed for any other reason, then the entire committed award vests and either all or a proportion of the Performance Rights under the matching award relevant for the period of cessation will vest, depending on the circumstances of cessation.

The awards have been made on the following terms:

(i) one performance hurdle compares BHP Billiton Limited's TSR over the performance period with the global comparator group of companies over the same period.

(ii) awards will vest by reference to the relative position of BHP Billiton Limited's TSR compared to the global comparator group of companies.

(iii) the vesting of matching awards is determined by reference to two performance periods. The first performance period is two years in length. If the performance hurdles are achieved at the end of the first performance period, the corresponding number of Performance Rights under the matching award will vest. At this time the participant has the option to remain within the plan and enter the second performance period or leave the plan. Should the participant leave the plan at the end of the first performance period, the committed award becomes exercisable together with any Performance Rights under the matching award that may have vested. All remaining Performance Rights under the matching award lapse.

(iv) the second performance period is a further two years. At the end of this two-year period, subject to continuing employment, the committed award becomes exercisable and the corresponding number of Performance Rights subject to a matching award will vest to the extent the performance hurdles are met. If the performance hurdles have not been met at the end of the second performance period no additional Performance Rights under the matching award will vest. However, any Performance Rights that vested under the matching award for the first performance period may be exercised, and the remaining Performance Rights under the matching award that have not vested will lapse.

(v) in addition to the measure against the global comparator group of companies, the awards are subject to an underlying absolute measure. In order for the awards to be capable of vesting, the percentage increase in BHP Billiton Limited's TSR over the relevant performance period must be equal to or in excess of 2 per cent per annum over the Australian Consumer Price Index.

(vi) the percentage of Performance Rights under the matching award that vest cannot be greater than the percentage of shares that vest under the CIP. Refer footnote (b) above.

(vii) the exercise price of Performance Rights is nil. Performance Rights are not transferable. Performance Rights carry no right to dividends, and no voting rights. Where there is a share issue before a Performance Right is exercised, the number of shares awarded on exercise will increase accordingly.

(k) The number of shares received on exercise of Performance Rights issued in March 1999 have been increased following the spin-off of OneSteel Limited to reflect the capital reduction impact on the value of BHP Billiton Limited shares. In addition, for Performance Rights on issue as at 29 July 2001 the number of shares received on exercise has been increased following the bonus issue, which resulted from the DLC merger. Following the BHP Steel demerger in July 2002, the number of shares received on exercise of Performance rights was increased to reflect the capital reduction impact on the value of BHP Billiton Limited shares.

(l) The Bonus Equity Share Plan provided eligible employees with the opportunity to take a portion of their incentive plan award in ordinary shares in BHP Billiton Limited. Eligibility was determined by the Board. Participants who elected to take their incentive plan award in shares under the Plan also received an uplift of 25 per cent so that for each A$1 of award taken as shares, A$1.25 worth of shares were provided. The shares were purchased on market. The shares awarded under this Plan are held in trust and may not be transferred or disposed of for at least a three-year period. The shares are allocated on the following terms:

(i) while the shares are held in trust, the participants are entitled to receive dividends on those shares, entitled to participate in bonus issues, may participate in rights issues, etc. and may direct the trustee on how to vote those shares at a general meeting of BHP Billiton Limited.

(ii) if employment ceases while the shares are in trust, the shares awarded as part of the 25 per cent uplift (or a portion of that uplift) may or may not be forfeited (depending upon the circumstances of the employment relationship ending).

(m)Although the exercise price of options was not affected by the bonus issue of shares, the exercise price for options have been adjusted to take into account the bonus issue of shares which took effect 29 June 2001 as a result of the DLC merger. Exercise prices were also reduced by A$0.66 (pre-bonus issue of shares) following the OneSteel Limited spin-off on 31 October 2000 and by A$0.69 following the BHP Steel Limited demerger in July 2002.

(n) Shares issued on exercise of Performance Rights and awards under the RSS and CIP include shares purchased on market.

(o) The values of all awards granted during the years ended 30 June 2003 and 30 June 2002 and of Employee Share Plan options and Performance Rights granted during the year ended 30 June 2001, including the significant key assumptions used to derive the values, have been determined by an actuary at the request of the BHP Billiton Group. The BHP Billiton Group believes the values represent a reasonable estimate. Nevertheless, the assumptions used are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the BHP Billiton Group. The different nature of the awards which have been issued, year on year, with respect to the performance hurdles which have been established and the qualifying periods before the awards vest, results in variations to the respective valuations. The actual value to the holder may differ materially from the values shown.

             (p) The fair value of a Bonus Equity Share Plan award is equal to the market value of a BHP Billiton Limited share on the date of grant.

(q) Subject to performance conditions.

(r) The fair value of an award excluding the impact of attrition of participants is US$1.24 for a Group Incentive Scheme Performance Share (BHP Billiton Plc) and US$1.29 for a Group Incentive Scheme Performance Share (BHP Billiton Limited).

 

24 Reserves

 

Share

Profit

Share

Profit

 

premium

and loss

premium

and loss

 

account

account

account

account

 

2003

2003

2002

2002

 

US$M

US$M

US$M

US$M

At the beginning of the financial year

592

7 461

592

6 549

Retained profit for the year

-

1 001

-

906

BHP Billiton Limited share buy-back program

-

-

-

(19)

BHP Steel demerger (refer note 3)

-

(33)

   

Bonus shares issued (a)

(74)

-

-

-

Exchange variations

-

67

-

25

At the end of the financial year (b)

518

8 496

592

7 461

(a) Upon the demerger of the BHP Steel business in July 2002 bonus shares of BHP Billiton Plc were issued to BHP Billiton Plc shareholders as a Matching Action to ensure economic benefit equality to shareholders of both BHP Billiton Limited and BHP Billiton Plc (the bonus issue was one BHP Billiton Plc share for approximately each 15.6 BHP Billiton Plc shares held).

(b) Cumulative goodwill set off against reserves on acquisitions prior to 1 July 1998 amounts to US$761 million (2002: US$761 million).

25 Reconciliation of movements in shareholders' funds

 

2003

2002

2001

 

US$M

US$M

US$M

Profit for the financial year

1 901

1 690

1 529

Other recognised gains and losses

67

25

(763)

Total recognised gains and losses

1 968

1 715

766

Dividends

(900)

(784)

(754)

Issue of ordinary shares for cash

98

104

744

Share repurchase scheme (a)

     

     BHP Billiton Plc

(20)

-

194

Share buy-back program (refer note 22)

     

     BHP Billiton Limited

-

(19)

-

Capital reduction on BHP Steel demerger (refer notes 3 and 22)

(1 489)

-

-

Capital reduction on OneSteel spin-off (b)

-

-

(650)

Transfer to profit and loss account for year (goodwill)

-

-

4

Net movement in shareholders' funds

(343)

1 016

304

Shareholders' funds at the beginning of the financial year

12 356

11 340

11 036

Shareholders' funds at the end of the financial year

12 013

12 356

11 340

(a) BHP Billiton Plc entered into an arrangement under which it contingently agreed to purchase its own shares from a special purpose vehicle (Nelson Investment Limited) established for that purpose. 3 890 000 ordinary shares were purchased in the year ended 30 June 2003 for an aggregate purchase price of US$20 million, which was funded by the BHP Billiton Group. The cost of purchasing these shares was deducted from shareholders' funds. There is no intention to trade these shares and no dividends are paid in respect of them outside the BHP Billiton Group. Normally, the Companies Act 1985 requires that interests in own shares be included in the balance sheet as an asset. However, in this case the Directors consider that the arrangements are such that the shares owned by Nelson Investment Limited have effectively been repurchased by the BHP Billiton Group and so do not constitute an asset of the BHP Billiton Group and that to show them as such would fail to show a true and fair view. BHP Billiton Plc previously entered into a similar arrangement under which it contingently agreed to purchase its own shares from a special purpose vehicle (Strand Investment Holdings Limited) established for that purpose during the year ended 30 June 1999. During the year ended 30 June 2001 the shares held by Strand Investment Holdings Limited were reissued and no shares were held at 30 June 2001, 2002 or 2003.

(b) Contributed equity reduced in 2001 by US$650 million due to the spin-off of OneSteel Limited, including costs of US$30 million. This reflected a capital reduction of 66 Australian cents per share. The spin-off resulted in BHP Billiton Limited shareholders being issued one OneSteel Limited share for every four shares held in BHP Billiton Limited.

 

26 Commitments

 

2003

2002

 

US$M

US$M

Capital expenditure commitments not provided for in the accounts

   

Due not later than one year

1 184

1 348

Due later than one year and not later than five years

423

271

Total capital expenditure commitments

1 607

1 619

Lease expenditure commitments

   

Finance leases (a)

   

Due not later than one year

7

6

Due later than one year and not later than five years

34

20

Due later than five years

26

30

Total commitments under finance leases

67

56

deduct Future financing charges

14

21

Finance lease liability

53

35

Operating leases (b)

   

Due not later than one year (c)

138

169

Due later than one year and not later than five years

348

375

Due later than five years

256

274

Total commitments under operating leases

742

818

Other commitments (d)

   

Due not later than one year

   

Supply of goods and services

199

181

Royalties

29

27

Exploration expenditure

104

13

Chartering costs

100

55

 

432

276

Due later than one year and not later than five years

   

Supply of goods and services

547

579

Royalties

39

82

Exploration expenditure

53

28

Chartering costs

127

164

 

766

853

Due later than five years

   

Supply of goods and services

721

650

Royalties

49

150

Chartering costs

33

154

 

803

954

Total other commitments

2 001

2 083

(a) Finance leases are predominantly related to leases of the dry bulk carrier Iron Yandi and other mobile equipment and vehicles. Refer notes 19 and 20.

(b) Operating leases are entered into as a means of acquiring access to property, plant and equipment. Rental payments are generally fixed, but with inflation escalation clauses on which contingent rentals are determined. Certain leases contain extension and renewal options. Amounts represent minimum lease payments.

(c) The BHP Billiton Group has commitments under operating leases to make payments totalling US$138 million in the next year as follows:

 

2003

2002

 

US$M

US$M

Land and buildings

   

Leases which expire:

   

Within one year

7

15

Between two and five years

17

6

Over five years

14

13

 

38

34

Other operating leases

   

Leases which expire:

   

Within one year

22

80

Between two and five years

43

20

Over five years

35

35

 

100

135

(d) Included in other commitments is an amount of US$738 million (2002: US$684 million) representing Boodarie Iron's continuing operating commitments under a number of take or pay contracts for supply of products/services.

 

27 Pensions and post-retirement medical benefits

Pension Schemes

The BHP Billiton Group operates or participates in a number of pension schemes throughout the world. The more significant schemes relate to businesses in Australia, South Africa, the US, Canada and Europe.

 

2003

2002

2001

 

US$M

US$M

US$M

The pension charge for the year is as follows:

     

Defined contribution schemes

41

61

66

Industry-wide schemes

23

18

21

Defined benefit schemes (a)

     

Regular cost

46

59

48

Variation cost

39

14

4

Interest cost

(20)

(18)

(13)

 

129

134

126

(a) Excludes net exchange gains/losses on net monetary pension prepayments in 2003 of US$39 million gain (2002: US$24 million gain; 2001: US$33 million loss).

To the extent that there is a difference between pension cost and contributions paid, a prepayment and/or liability arises. The accumulated difference recorded in the balance sheet at 30 June 2003 gives rise to a prepayment of US$270 million (2002: US$224 million) and a liability of US$65 million (2002: US$31 million).

The assets of the defined contribution schemes and the industry-wide schemes are held separately in independently administered funds. The charge in respect of these schemes is calculated on the basis of contributions due in the financial year.

The remaining pension schemes are defined benefit schemes. Some of the defined benefit schemes have their assets held separately in independently administered funds and others are unfunded. The pension costs and funding for these schemes are assessed in accordance with the advice of professionally qualified actuaries based on the most recent actuarial valuations available.

The pension charge for the year for defined benefit schemes has increased from US$55 million to US$65 million largely due to negative investment returns of plans in the US, Canada and Europe causing a deterioration of the funded status for these plans and leading to increased variation costs.

In addition, new legislation in South Africa regarding the apportionment of surpluses, which will most likely eliminate the Group's entitlements to any fund surpluses in South Africa, has also led to increased variation costs in relation to prior years.

For accounting purposes, the actuarial valuations have determined pension costs for most schemes using the projected unit method. There are exceptions for some schemes that are closed to new members where the attained age method was used. The assumptions used varied by scheme. For the purposes of calculating the pension charge, surpluses or deficiencies are recognised through the variation cost component in future accounting periods as a constant percentage of estimated future payroll over the remaining service life of the employees.

Actuarial valuations used for accounting purposes

The actuarial valuations used for accounting purposes reflected an aggregate market value at 1 July 2002 of US$890 million. The funding levels of these schemes ranged from 53 per cent to 193 per cent and the overall funding level was 93 per cent.

Formal actuarial valuations

Set out below are details for the three largest schemes of the actuarial assumptions and results of the most recent formal valuations for funding purposes. The actuarial assumptions and results differ from those used for accounting purposes.

   

Pension Plan

 
 

BHP Billiton

for Hourly Employees

BHP USA Retirement

 

Superannuation Fund

of BHP Copper Inc

Income Plan

Country

Australia

US

US

Date of valuation

1 July 2000

1 January 2002

1 January 2002

Investment return

9.0%

8.0%

8.0%

Salary growth

6.0%

n/a

4.5%

Pension increases

n/a

n/a

3%

Asset valuation method

Market

5-year smoothing

5-year smoothing

Market value of fund (US$ million)

801

174

121

Actuarial value of fund (US$ million)

801

203

140

Funding level

120%

104%

128%

Since the most recent actuarial valuations were completed, many of the funded schemes will have experienced deteriorations in funded status as a result of the poor investment returns in the subsequent period to 30 June 2003.

 

Post-retirement medical benefits

The BHP Billiton Group provides medical benefits, which are not pre-funded, for retired employees and their dependants in South Africa, the US, Canada and Suriname. The post-retirement benefit charge, net of employees' and retirees' contributions paid, in respect of these benefits was US$26 million (2002: US$16 million; 2001: US$15 million) excluding an exchange loss of US$22 million (2002: gain US$14 million; 2001: gain US$9 million).

The charge has been calculated in accordance with UK applicable accounting standards. Where there is a surplus or deficiency between the accrued liability and the provision recorded, the resulting amount is spread forward over future working lifetimes through the variation cost component. The main actuarial assumptions used in the most recent actuarial valuations of these benefits are as follows:

 

South Africa

US

Canada

Suriname

Ultimate healthcare inflation rate

9.0%

5.5%

3.0%

5.0%

Discount rate

11.75%

7.5%

6.5%

6.5%

FRS 17 Retirement Benefits

Whilst the SSAP 24 disclosure and measurement principles have been applied in accounting for pensions and post-retirement medical benefits in these financial statements, additional disclosures are provided under FRS 17 'Retirement Benefits'. The eventual aim of FRS 17 is to move from a long-term approach under SSAP 24 to a market-based approach in valuing the assets and liabilities arising from an employer's retirement benefit obligations and any related funding. This will impact both the amount and disclosure of the retirement benefits charge in the profit and loss account and the Statement of Total Recognised Gains and Losses (STRGL). The net retirement benefit and a liability will be recognised in full on the balance sheet with a consequential impact on shareholders funds.

Currently, FRS 17 only has to be applied to disclosures. This is the third year that disclosures have been made for the BHP Billiton Group under FRS 17.

The BHP Billiton Group does not apply the provisions of FRS 17 for the purposes of measuring pension charge and pension balances in these financial statements. It is currently expected that FRS 17 will be first effective in such a manner for the 30 June 2006 financial year.

Pension schemes - FRS 17 disclosures

The BHP Billiton Group operates a number of defined benefit schemes in Australia, Canada, the US, Europe, South Africa and South America. For accounting disclosure purposes, full actuarial valuations for most schemes were carried out as at 30 June 2003 by local actuaries. For a minority of plans it has been necessary to roll forward liabilities calculated using earlier data. The major assumptions used by the actuaries ranged from:

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Year ended 30 June 2003

           

Salary increases

4% to 4.5%

3.5% to 4.5%

4.5%

3% to 4.5%

7% to 8%

3.5% to 5.57%

Pension increases

n/a

0%

0% to 3%

2% to 2.5%

3.5% to 5.25%

1.5% to 3.5%

Discount rate

4.75% to 5%

6% to 6.5%

6%

5%

7.5% to 8.7%

5.5% to 9.71%

Inflation

3%

2.5% to 3%

3%

2% to 2.5%

6%

2.5% to 3.5%

Year ended 30 June 2002

           

Salary increases

3% to 4.5%

3.5% to 4.5%

3.5% to 4.5%

3% to 4.75%

7.75% to 9%

2% to 5.57%

Pension increases

0%

0%

0% to 3%

2.5% to 5%

3.75% to 5.5%

2% to 3.5%

Discount rate

4.75% to 6%

6.5% to 7%

6.5% to 7%

5.5% to 6%

8.75% to 9.25%

6% to 9.71%

Inflation

2% to 3%

2% to 3%

2% to 3%

2.5% to 2.75%

7%

2% to 3.5%

Year ended 30 June 2001

           

Salary increases

4%

3.5% to 4.5%

3.5% to 5%

2% to 6%

7%

2% to 5.8%

Pension increases

0%

0%

0% to 3%

2% to 2.75%

3.25% to 3.5%

2% to 3.5%

Discount rate

5.5%

6.5% to 7%

6.5% to 7.75%

6% to 6.2%

8.25% to 8.5%

6% to 9.7%

Inflation

3%

2% to 3%

2% to 4%

2% to 2.75%

6%

2% to 3.5%

The fair market value of the assets and the surplus/(deficit) of the defined benefit schemes were (US$ million):

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Total

Year ended 30 June 2003

             

Bonds

68

60

58

64

23

46

319

Equities

147

28

187

64

69

1

496

Property

19

-

-

-

-

-

19

Cash and net current assets

-

13

5

23

17

-

58

Insured annuities

-

-

-

20

-

-

20

Total assets

234

101

250

171

109

47

912

Actuarial liabilities

(286)

(96)

(439)

(247)

(83)

(40)

(1 191)

Unrecognised surplus

-

(19)

-

-

(28)

(10)

(57)

Surplus/(deficit)

(52)

(14)

(189)

(76)

(2)

(3)

(336)

Related deferred tax (liability)/asset

16

4

17

12

-

-

49

Net pension asset/(liability)

(36)

(10)

(172)

(64)

(2)

(3)

(287)

 

 

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Total

Year ended 30 June 2002

             

Bonds

163

52

29

51

19

41

355

Equities

307

27

256

63

59

2

714

Property

64

-

-

-

-

-

64

Cash and net current assets

17

13

3

16

12

1

62

Insured annuities

-

-

-

16

-

-

16

Total assets

551

92

288

146

90

44

1 211

Actuarial liabilities

(634)

(81)

(400)

(179)

(62)

(31)

(1 387)

Unrecognised surplus

-

(21)

-

-

(29)

-

(50)

Surplus/(deficit)

(83)

(10)

(112)

(33)

(1)

13

(226)

Related deferred tax (liability)/asset

13

4

10

3

-

(4)

26

Net pension asset/(liability)

(70)

(6)

(102)

(30)

(1)

9

(200)

Year ended 30 June 2001

             

Bonds

182

60

66

42

26

33

409

Equities

372

53

373

56

72

2

928

Property

74

-

-

-

-

-

74

Cash and net current assets

13

17

6

20

15

1

72

Total assets

641

130

445

118

113

36

1 483

Actuarial liabilities

(673)

(108)

(450)

(139)

(71)

(27)

(1 468)

Unrecognised surplus

-

(12)

(6)

-

-

-

(18)

Surplus/(deficit)

(32)

10

(11)

(21)

42

9

(3)

Related deferred tax (liability)/asset

(1)

-

1

1

(13)

(3)

(15)

Net pension asset/(liability)

(33)

10

(10)

(20)

29

6

(18)

The expected rates of return on these asset categories were:

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Year ended 30 June 2003

           

Bonds

5% to 6%

5.5% to 6.5%

7%

4.3% to 4.6%

7.5% to 9.04%

6% to 9.71%

Equities

8% to 9%

7.25% to 9%

9%

7.25% to 8.25%

12%

9.71%

Property

7% to 8%

n/a

n/a

n/a

n/a

n/a

Cash and net current assets

5%

1% to 3.75%

3.5%

3.75% to 4.25%

7% to 7.75%

9.71%

Insured annuities

n/a

n/a

n/a

5%

n/a

n/a

Total assets

7.5%

3.75% to 7.5%

8.5%

4.8% to 7.2%

9.9% to 10.55%

6% to 9.71%

Year ended 30 June 2002

           

Bonds

5% to 6.5%

6% to 6.5%

7%

5% to 5.75%

8.75% to 9.25%

6% to 9.71%

Equities

7% to 9%

7.5% to 9.5%

8.7%

7.5% to 8%

13% to 13.5%

9.71%

Property

6% to 8%

n/a

n/a

n/a

n/a

n/a

Cash and net current assets

7.27%

1% to 4%

7%

3% to 4%

6.5% to 10%

9.71%

Insured annuities

n/a

n/a

n/a

6%

n/a

n/a

Total assets

6% to 8%

4% to 6.9%

8.5%

4.5% to 7.2%

10.45% to 11.75%

6% to 9.71%

Analysis of the operating costs (US$ million):

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Total

Year ended 30 June 2003

             

Current service cost

19

2

10

9

3

-

43

Curtailment losses/(gains)

(21)

2

-

-

-

-

(19)

Previously unrecognised surplus

             

deducted from curtailment losses

-

(2)

-

-

-

-

(2)

Total operating charge

(2)

2

10

9

3

-

22

Year ended 30 June 2002

             

Current service cost

42

3

10

7

3

2

67

Past service cost/(credit)

-

-

2

(1)

-

-

1

Previously unrecognised surplus

             

deducted from curtailment losses

-

(1)

-

-

-

-

(1)

Total operating charge

42

2

12

6

3

2

67

 

Analysis of the financing credits/(costs) (US$ million):

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Total

Year ended 30 June 2003

             

Expected return on pension scheme assets

19

4

24

10

8

2

67

Interest on pension scheme liabilities

(13)

(5)

(27)

(11)

(6)

(2)

(64)

Net return/(cost)

6

(1)

(3)

(1)

2

-

3

Year ended 30 June 2002

             

Expected return on pension scheme assets

53

4

28

8

9

2

104

Interest on pension scheme liabilities

(37)

(5)

(27)

(9)

(5)

(2)

(85)

Net return/(cost)

16

(1)

1

(1)

4

-

19

Analysis of gains and losses recognised in STRGL (US$ million):

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Total

Year ended 30 June 2003

             

Actual return less expected return on pension scheme assets

(24)

(1)

(24)

(11)

(11)

10

(61)

Experience gains/(losses) arising on the scheme liabilities

17

(2)

6

(7)

(1)

(9)

4

Changes in assumptions underlying the present value of scheme liabilities

(16)

(4)

(47)

(26)

1

(3)

(95)

Other gains/(losses)

-

2

-

-

-

(13)

(11)

Loss pursuant to legislative change with regard to South African surpluses

-

-

-

-

9

-

9

Total actuarial gain/(loss) recognised in STRGL

(23)

(5)

(65)

(44)

(2)

(15)

(154)

Difference between the expected and

             

actual outcomes:

             

Asset gain/(loss) as a percentage of

             

scheme assets

(10.3%)

(1.0%)

(9.6%)

(6.4%)

(10.1%)

21.3%

(6.7%)

Experience gains/(losses) on scheme liabilities as a percentage of the present value of scheme liabilities

5.9%

(2.1%)

1.4%

(2.8%)

(1.2%)

(22.5%)

0.3%

Total actuarial gain/(loss) recognised in STRGL as a percentage of the present value of scheme liabilities

(8.0%)

(5.2%)

(14.8%)

(17.8%)

(2.4%)

(37.5%)

(12.9%)

Year ended 30 June 2002

             

Actual return less expected return on pension scheme assets

(82)

(3)

(78)

(18)

(1)

31

(151)

Experience gains (losses) arising on the scheme liabilities

33

-

-

8

(7)

(18)

16

Changes in assumptions underlying the present value of scheme liabilities

-

-

(23)

(15)

(2)

-

(40)

Other gains/(losses)

-

(1)

6

-

-

-

5

Loss pursuant to legislative change with regard to South African surpluses

-

-

-

-

(29)

-

(29)

Total actuarial gain/(loss) recognised in STRGL

(49)

(4)

(95)

(25)

(39)

13

(199)

Difference between the expected and actual outcomes:

             

Asset gain/(loss) as a percentage of scheme assets

(14.9%)

(3.3%)

(27.1%)

(12.3%)

(1.1%)

70.5%

(12.5%)

Experience gains/(losses) on scheme liabilities as a percentage of the present value of scheme liabilities

5.2%

0%

0%

4.5%

(11.3%)

(58.1%)

1.2%

Total actuarial gain/(loss) recognised in STRGL as a percentage of the present value of scheme liabilities

(7.7%)

(4.9%)

(23.8%)

(14.0%)

(62.9%)

41.9%

(14.3%)

In the year ended 30 June 2002, the Pension Funds Second Amendment Act, 2001, was passed in South Africa. Under this Act, surpluses in pension funds have to be used in a manner specified under Regulations to the Act, to improve current and former members' benefits prior to the employer obtaining any benefit from the surpluses. Consequently, it is considered unlikely that any BHP Billiton Group company will obtain any benefit from the surpluses in the South African schemes. Therefore the reduction in the recognised surpluses in South Africa is recognised as an actuarial loss in the STRGL.

Analysis of the movement in surplus/(deficit) (US$ million):

 

Australia & NZ

Canada

US

Europe

South Africa

South America

Total

Year ended 30 June 2003

             

Surplus/(deficit) in schemes at 30 June 2002

(83)

(10)

(112)

(33)

(1)

13

(226)

Movement in year:

             

Adjustment to surplus/(deficit) at

             

1 July 2002 in respect of companies

             

no longer consolidated

38

2

-

-

-

-

40

Current service cost

(19)

(2)

(10)

(9)

(3)

-

(43)

Contributions

16

4

1

15

2

-

38

Other finance income/(costs)

6

(1)

(3)

(1)

2

-

3

Actuarial gains/(losses)

(23)

(5)

(65)

(44)

(2)

(15)

(154)

Curtailment gains/(losses)

21

-

-

-

-

-

21

Exchange gains/(losses)

(8)

(2)

-

(4)

-

(1)

(15)

Surplus/(deficit) in schemes at 30 June 2003

(52)

(14)

(189)

(76)

(2)

(3)

(336)

Year ended 30 June 2002

             

Surplus/(deficit) in schemes at 30 June 2001

(32)

10

(11)

(21)

42

9

(3)

Movement in year:

             

Adjustment to surplus/(deficit) at

             

30 June 2001

-

(8)

-

1

-

-

(7)

Adjustment to surplus/(deficit) at

             

1 July 2001 in respect of companies

             

no longer consolidated

(1)

(8)

4

-

-

-

(5)

Current service cost

(42)

(3)

(10)

(7)

(3)

(2)

(67)

Contributions

35

4

1

23

4

1

68

Past service costs

-

-

(2)

1

-

-

(1)

Other finance income/(costs)

16

(1)

1

(1)

4

-

19

Actuarial gains/(losses)

(49)

(4)

(95)

(25)

(39)

13

(199)

Exchange gains/(losses)

(10)

-

-

(4)

(9)

(8)

(31)

Surplus/(deficit) in schemes at 30 June 2002

(83)

(10)

(112)

(33)

(1)

13

(226)

 

Post-retirement medical benefits - FRS 17 disclosures

The BHP Billiton Group also operates a number of other post-retirement medical benefit arrangements in South Africa, the US, Canada and Suriname. Full actuarial valuations were carried out as at 30 June 2003, many of them by local actuaries. For a minority of plans it has been necessary to roll forward liabilities calculated using earlier data. The major assumptions used by the actuaries ranged from:

 

South Africa

US

Canada

Suriname

UK

Year ended 30 June 2003

         

Ultimate healthcare inflation rate

7%

5.5%

5%

3.5%

n/a

Discount rate

9.75%

6.25%

6%

5.5%

n/a

Year ended 30 June 2002

         

Ultimate healthcare inflation rate

9%

5%

3%

5%

4.5%

Discount rate

11.75%

7%

6.5%

5.5% to 6.5%

6%

Year ended 30 June 2001

         

Ultimate healthcare inflation rate

8%

5.5%

3%

5%

n/a

Discount rate

12%

7.5%

6.5% to 7%

6.5%

n/a

The actuarial liabilities of the post-retirement schemes (US$ million) were:

 

South Africa

US

Canada

Suriname

UK

Total

Year ended 30 June 2003

           

Present value of scheme liabilities

(133)

(137)

(26)

(19)

-

(315)

Past service credit

(20)

-

-

-

-

(20)

Deficit

(153)

(137)

(26)

(19)

-

(335)

Related deferred tax asset

34

22

-

6

-

62

Net post-retirement liability

(119)

(115)

(26)

(13)

-

(273)

Year ended 30 June 2002

           

Present value of scheme liabilities

(54)

(127)

(18)

(19)

(1)

(219)

Past service credit

(18)

-

-

-

-

(18)

Deficit

(72)

(127)

(18)

(19)

(1)

(237)

Related deferred tax asset

16

19

-

6

-

41

Net post-retirement liability

(56)

(108)

(18)

(13)

(1)

(196)

 

Analysis of the operating costs/(credits) (US$ million):

 

South Africa

US

Canada

Suriname

UK

Total

Year ended 30 June 2003

           

Current service cost

2

4

-

-

-

6

Past service cost/(credit)

1

7

-

-

-

8

Total operating charge

3

11

-

-

-

14

Year ended 30 June 2002

           

Current service cost

1

2

-

-

-

3

Past service cost/(credit)

(1)

-

-

-

-

(1)

Curtailment losses/(gains)

(7)

-

(1)

-

-

(8)

Total operating charge

(7)

2

(1)

-

-

(6)

Analysis of the financing credits/(costs) (US$ million):

 

South Africa

US

Canada

Suriname

UK

Total

Year ended 30 June 2003

           

Interest on post-retirement liabilities

(11)

(8)

(1)

(1)

-

(21)

Net return/(cost)

(11)

(8)

(1)

(1)

-

(21)

Year ended 30 June 2002

           

Interest on post-retirement liabilities

(7)

(8)

(1)

(1)

-

(17)

Net return/(cost)

(7)

(8)

(1)

(1)

-

(17)

Analysis of gains and losses recognised in STRGL (US$ million):

 

South Africa

US

Canada

Suriname

UK

Total

Year ended 30 June 2003

           

Experience gains/(losses) arising on scheme liabilities

(27)

15

1

-

-

(11)

Changes in assumptions underlying the present value of scheme liabilities

(9)

(16)

(7)

-

-

(32)

Actuarial gain/(loss) recognised in STRGL

(36)

(1)

(6)

-

-

(43)

Difference between the expected and actual outcomes:

           

Experience gains/(losses) on scheme liabilities as a percentage of the present value of scheme liabilities

(20.3%)

10.9%

3.8%

0%

0%

(3.5%)

Total gain/(loss) recognised in STRGL as a percentage of the present value of scheme liabilities

(27.1%)

(0.7%)

(23.1%)

0%

0%

(13.7%)

Year ended 30 June 2002

           

Experience gains/(losses) arising on scheme liabilities

8

(6)

-

-

-

2

Changes in assumptions underlying the present value of scheme liabilities

(10)

-

-

(1)

-

(11)

Actuarial gain/(loss) recognised in STRGL

(2)

(6)

-

(1)

-

(9)

Difference between the expected and actual outcomes:

           

Experience gains/(losses) on scheme liabilities as a percentage of the present value of scheme liabilities

14.8%

(4.7%)

0%

0%

0%

0.9%

Total gain/(loss) recognised in STRGL as a percentage of the present value of scheme liabilities

(3.7%)

(4.7%)

0%

(5.3%)

0%

(4.1%)

Analysis of the movement in surplus/(deficit) (US$ million):

 

South Africa

US

Canada

Suriname

UK

Total

Year ended 30 June 2003

           

(Deficit) in schemes at 30 June 2002

(72)

(127)

(18)

(19)

(1)

(237)

Movement in year:

           

Adjustment at 1 July 2002 in respect of changes in joint venture arrangements and other plan changes

-

-

-

-

1

1

Current service cost

(2)

(4)

-

-

-

(6)

Contributions

5

10

2

1

-

18

Past service costs

(1)

(7)

-

-

-

(8)

Other finance income/(costs)

(11)

(8)

(1)

(1)

-

(21)

Actuarial gains/(losses)

(36)

(1)

(6)

-

-

(43)

Exchange gains/(losses)

(36)

-

(3)

-

-

(39)

(Deficit) in schemes at 30 June 2003

(153)

(137)

(26)

(19)

-

(335)

 

 

 

South Africa

US

Canada

Suriname

UK

Total

Year ended 30 June 2002

           

(Deficit) in schemes at 30 June 2001

(94)

(142)

(27)

(18)

(1)

(282)

Movement in year:

           

Adjustment to surplus/(deficit) at 1 July 2001 in respect of companies no longer consolidated

-

23

8

-

-

31

Current service cost

(1)

(2)

-

-

-

(3)

Contributions

3

8

1

1

-

13

Past service costs

1

-

-

-

-

1

Other finance income/(costs)

(7)

(8)

(1)

(1)

-

(17)

Actuarial gains/(losses)

(2)

(6)

-

(1)

-

(9)

Curtailment gains/(losses)

7

-

1

-

-

8

Exchange gains/(losses)

21

-

-

-

-

21

(Deficit) in schemes at 30 June 2002

(72)

(127)

(18)

(19)

(1)

(237)

If the measurement principles of FRS 17 had been applied to the pension schemes and post-retirement medical benefit schemes of the Group's joint ventures and associates at 30 June 2003, a deficit of approximately US$50 million (2002: US$7 million) would have been recognised in the Group balance sheet and actuarial losses of approximately US$35 million (2002: US$12 million) would have been taken to the Group STRGL.

28 Analysis of movements in net debt

       

Other

   
 

At 1 July

Acquisitions

 

non-cash

Exchange

At 30 June

 

2002

& disposals(a)

Cash flow

movements(a)

movements

2003

 

US$M

US$M

US$M

US$M

US$M

US$M

Cash at bank and in hand

1 199

(86)

(528)

-

2

587

Overdrafts

(509)

-

488

-

-

(21)

 

690

(86)

(40)

-

2

566

Redeemable preference shares

(450)

-

-

-

-

(450)

Finance lease obligations

(35)

-

-

(15)

(3)

(53)

Other debt due within one year

(2 276)

-

1 248

82

(65)

(1 011)

Other debt due after one year

(5 051)

-

(825)

165

(78)

(5 789)

 

(7 812)

-

423

232

(146)

(7 303)

Money market deposits (b)

300

-

665

-

-

965

 

(6 822)

(86)

1 048

232

(144)

(5 772)

The balance sheet movement in cash

           

including money market deposits is

           

as follows:

           

Cash at bank and in hand

1 199

(86)

(528)

-

2

587

Money market deposits (b)

300

-

665

-

-

965

 

1 499

(86)

137

-

2

1 552

(a) The acquisition and disposals movement represents cash retained and net other non-cash movements represent debt transferred on demerger of BHP Steel.

(b) Money market deposits with financial institutions have a maturity of up to three months.

 

29 Financial instruments

BHP Billiton Group financial risk strategy

The BHP Billiton Group manages its exposure to key financial risks, including interest rates, currency movements and commodity prices, in accordance with the Portfolio Risk Management strategy, approved during the year ended 30 June 2002. The objective of the strategy is to support the delivery of the BHP Billiton Group's financial targets while protecting its future financial security and flexibility.

The strategy entails managing risk at the portfolio level through the adoption of a 'self insurance' model, by taking advantage of the natural diversification provided through the scale, diversity and flexibility of the portfolio as the principal means for managing risk.

There are two components to the Portfolio Risk Management strategy:

Risk mitigation - where risk is managed at the portfolio level within an approved Cash Flow at Risk ('CFaR') framework to support the achievement of the BHP Billiton Group's broader strategic objectives. The CFaR framework is a means to quantify the variability of the BHP Billiton Group's cash flows after taking into account diversification effects. (CFaR is the worst expected loss relative to projected business plan cash flows over a one-year horizon under normal market conditions at a confidence level of 95 per cent.)

Where CFaR is within the Board-approved limits, hedging activities are not undertaken. Legacy hedge positions which existed prior to the adoption of the Portfolio Risk Management strategy will be allowed to run-off. There could be circumstances, for example, such as following a major acquisition, when it becomes appropriate to mitigate risk in order to support the BHP Billiton Group's strategic objectives. In such circumstances, the BHP Billiton Group may execute hedge transactions or utilise other techniques to return risk to within approved parameters.

Strategic financial transactions - where opportunistic transactions are entered into to capture value from perceived market over/under valuations. These transactions occur on an infrequent basis and are treated separately to the risk mitigation transactions, with all gains and losses included in the profit and loss account at the end of each reporting period. These transactions are strictly controlled under a separate stop-loss and Value at Risk limit framework. There have been no strategic financial transactions undertaken to date.

Primary responsibility for identification and control of financial risks rests with the Financial Risk Management Committee (FRMC) under authority delegated by the Executive Committee.

During the year ended 30 June 2003 the FRMC approved a policy extension under which the Group generally hedges the non-US dollar currency exposure of major capital expenditure projects. Operational currency exposures continue to be managed on a portfolio basis (see section on 'Currency risk' for further details).

The FRMC receives reports on, amongst other matters: financing requirements both for existing operations and new capital projects; assessments of risks and rewards implicit in requests for financing; and market forecasts for interest rates, currency movements and commodity prices, including analysis of sensitivities. In addition, the FRMC receives reports on the various financial risk exposures of the BHP Billiton Group. On the basis of this information, the FRMC determines the degree to which it is appropriate to use financial instruments, commodity contracts, other hedging instruments or other techniques to mitigate the identified risks. The main risks for which such instruments may be appropriate are interest rate risk, liquidity risk, foreign currency risk and commodity price risk, each of which is described below. In addition, where risks could be mitigated by insurance then the FRMC decides whether such insurance is appropriate and cost-effective. FRMC decisions can be implemented directly by Group management or can be delegated from time to time to be implemented by the management of the Customer Sector Groups.

BHP Billiton Group risk exposures and responses

The main financial risks are listed below along with the responses of the BHP Billiton Group:

Interest rate risk

The BHP Billiton Group is exposed to interest rate risk on its outstanding borrowings and investments. Interest rate risk is managed as part of the Portfolio Risk Management strategy and within the overall CFaR limit.

When required under this strategy, the BHP Billiton Group uses interest rate swaps to convert a floating rate exposure to a fixed rate exposure or vice versa.

The following table presents notional amounts and weighted average interest rates that the BHP Billiton Group has agreed to pay under interest rate swaps that are outstanding at the balance dates indicated. The information is presented in US dollars, which is the BHP Billiton Group's reporting currency. The instruments' actual cash flows are denominated in US dollars, UK pounds sterling and Australian dollars as indicated. All interest swaps have been designated as hedging instruments.

Cross currency interest rate swaps are also used to manage interest rate exposures where considered necessary under the Portfolio Risk Management strategy (refer to 'Currency risk' discussion which follows).

 

 

 

Weighted average

Weighted average

   
 

interest rate payable

interest rate receivable

Notional amount

 

2003

2002

2003

2002

2003

2002

 

%

%

%

%

US$M

US$M

Interest rate swaps

           

US dollar swaps

           

Pay fixed/receive floating (a)

           

2002

-

6.30

-

3.05

-

41

Pay floating (a)/receive fixed

           

2003

1.80

-

4.80

-

850

-

2004-2013

-

-

4.80

-

850

-

UK pounds sterling swaps

           

Pay floating/receive fixed

           

2002

-

4.73

-

9.49

-

19

Australian dollar swaps

           

Pay floating (a)/receive fixed

           

2002

-

5.11

-

7.36

-

170

2003

5.48

-

7.50

7.36

200

170

2004

-

-

7.50

7.36

200

170

2005

-

-

7.50

7.36

200

170

 

        (a)    Floating interest rate in future periods will be based on LIBOR for US dollar swaps and BBSW for Australian dollar swaps applicable at the time of the interest rate reset.

 

Liquidity risk

The US$1.25 billion 364-day revolving credit component of the US$2.5 billion syndicated multi-currency revolving credit facility that was due for expiry in September 2002 was extended for a further period of 364 days to September 2003. The US$1.25 billion term component of the US$2.5 billion syndicated multi-currency revolving credit facility expires in September 2006.

In October 2002, Moody's Investor Services upgraded the BHP Billiton Group's long-term credit rating to A2 from A3 and short-term credit rating to P-1 from P-2. This upgrade reflects the successful combination of the Group's operations following the merger in June 2001, the benefit of a substantially diversified portfolio and the Group's continued focus on maintaining disciplined financial policies. Standard and Poor's rating for the Group remains on positive watch after being upgraded in September 2001 to its current long-term credit rating of A and short-term credit rating of A-1.

The BHP Billiton Group's stronger credit profile enabled it to further diversify its funding sources resulting in the following financing activities undertaken during the year:

Sufficient liquid funds are maintained to meet daily cash requirements. The prime consideration in the investment of cash is security over the asset and only counterparties of high credit standing are used.

The BHP Billiton Group's liquidity risk for derivatives arises from the possibility that a market for derivatives might not exist in some circumstances. To counter this risk the BHP Billiton Group only used derivatives in highly liquid markets.

Credit risk

Credit risk in relation to business trading activities arises from the possibility that counterparties may not be able to settle obligations to the BHP Billiton Group within the normal terms of trade. To manage this risk the BHP Billiton Group periodically assesses the financial viability of counterparties.

Credit risk for derivatives represents the risk of counterparties defaulting on their contractual derivative obligations and is managed by the application of credit approvals, limits and monitoring procedures.

The extent of the BHP Billiton Group's combined trade and derivative credit risk exposure is represented by the aggregate of amounts receivable, reduced by the effect of netting arrangements with financial institution counterparties.

These risks are categorised under the following headings:

Counterparties

The BHP Billiton Group conducts transactions with the following major types of counterparties:

Sales to BHP Billiton Group customers are made either on open terms or subject to independent payment guarantees. The BHP Billiton Group has no significant concentration of credit risk with any single customer or group of customers.

These counterparties are comprised of prime financial institutions. Under payment guarantee arrangements, the BHP Billiton Group has no significant concentration of credit risk with any single counterparty or group of counterparties.

Counterparties to derivatives consist of a large number of prime financial institutions and physical participants in the relevant markets. The BHP Billiton Group has no significant concentration of credit risk with any single counterparty or group of counterparties.

The BHP Billiton Group generally does not require collateral in relation to the settlement of financial instruments.

Geographic

The BHP Billiton Group trades in all major geographic regions and where appropriate export finance insurance and other risk mitigation facilities are utilised to ensure settlement. Countries in which the BHP Billiton Group has a significant credit exposure are South Africa, Australia, the US, Japan and others including South Korea, China, Taiwan, the UK, the rest of Europe, South East Asia, New Zealand and South America.

Terms of trade are continually monitored by the BHP Billiton Group.

Selective receivables are covered for both commercial and sovereign risks by payment guarantee arrangements with various banks and the Australian Export Finance and Insurance Corporation.

Industry

The BHP Billiton Group is not materially exposed to any individual industry or customer.

Currency risk

The BHP Billiton Group has potential currency exposures in respect of items denominated in foreign currencies comprising:

Transactional exposure in respect of non-functional currency expenditure

Operating expenditure and capital expenditure is incurred by some operations in currencies other than US dollars, which is the functional currency of most operations within the BHP Billiton Group. To a lesser extent, sales revenue is earned in currencies other than the functional currency of operations, and certain exchange control restrictions may require that funds be maintained in currencies other than the functional currency of the operation. These risks are managed as part of the Portfolio Risk Management strategy and within the overall CFaR limit. When required under this strategy, foreign exchange hedging contracts are entered into in foreign exchange markets. Operating and capital costs are hedged using forward exchange and currency option contracts.

A significant contributor to the outstanding positions as at 30 June 2003 is due to legacy positions which were taken out prior to the BHP Billiton merger to hedge US dollar sales revenue earned by operations within the BHP Billiton Limited Group whose functional currency was not US dollars. At the time of the merger the hedge contracts were redesignated as hedges of Australian dollar operating costs. These hedges will run-off during 2004 financial year.

During the year ended 30 June 2003 the FRMC approved a policy extension under which the Group generally hedges the non-US dollar currency exposure of major capital expenditure projects. Forward contracts taken out under this policy are separately disclosed below as 'Relating to capital expenditure hedging'.

The following tables provide information about the principal currency hedge contracts.

 

 

Weighted average

Contract amounts

 

exchange rate

2003

2002

Term

2003

2002

US$M

US$M

Relating to capital expenditure hedging

       

Forward contracts - sell US dollars/buy Australian dollars

       

Not later than one year

0.5276

-

212

-

Later than one year but not later than two years

0.5186

-

13

-

Total

0.5271

-

225

-

Relating to operating hedging

       

Forward contracts - sell US dollars/buy Australian dollars

       

Not later than one year (a)

0.6240

0.6562

732

919

Later than one year but not later than two years

-

0.6170

-

360

Total

0.6240

0.6447

732

1 279

Forward contracts - sell Euros/buy US dollars

       

Not later than one year

0.9061

1.0825

175

100

Later than one year but not later than two years

0.8532

-

12

-

Later than two years but not later than three years

0.8584

-

6

-

Total

0.9015

1.0825

193

100

Forward contracts - sell US dollars/buy Euros

       

Not later than one year

0.9678

1.0855

45

153

Later than one year but not later than two years

1.0742

1.0922

3

21

Later than two years but not later than three years

1.0594

1.0742

3

3

Later than three years but not later than four years

1.0687

1.0594

22

3

Later than four years but not later than five years

-

1.0687

-

22

Total

1.0067

1.0839

73

202

Forward contracts - sell US dollars/buy UK pounds sterling

       

Not later than one year (b)

0.6222

0.6879

185

118

Later than one year but not later than two years

-

0.7041

-

1

Total

0.6222

0.6881

185

119

Forward contracts - sell UK pounds sterling/buy US dollars

       

Not later than one year

0.6232

-

46

-

Later than one year but not later than two years

0.6483

-

8

-

Total

0.6267

-

54

-

Forward contracts - sell US dollars/buy South African rand

       

Not later than one year (c)

7.7743

10.61

58

56

Later than one year but not later than two years

-

10.15

-

1

Total

7.7743

10.60

58

57

(a) Recognised in the financial statements are contract amounts totalling US$220 million at a weighted average A$/US$ exchange rate of 0.6275, relating to the hedging of Australian dollar dividend payments (these contracts expired on 2 July 2003) and other contracts of US$70 million at a weighted average A$/US$ exchange rate of 0.6189.

(b) Recognised in the financial statements are contract amounts totalling US$143 million at a weighted average GBP/US$ exchange rate of 0.6252 relating to the hedging of pound sterling dividend payments.

(c) Recognised in the financial statements are contract amounts totalling US$41 million at a weighted average SA rand/US$ exchange rate of 7.5905 relating to the hedging of SA rand dividend payments.

 

Weighted average

Weighted average

   
 

A$/US$ exchange rate

A$/US$ exchange rate

Contract amounts

Term

2003

A$ Call options

2003

A$ Put options

2002

A$ Call options

2002

A$ Put options

2003 US$M

2002 US$M

Foreign exchange options - sell US dollars/buy Australian dollars

           

Not later than one year (a)

-

0.6600

0.5533

0.6612

17

1 054

Total

-

0.6600

0.5533

0.6612

17

1 054

(a) Foreign exchange options outstanding at 30 June 2002 related to the unwinding in July 2002 of cross currency interest rate swaps (CCIRS). This action had been taken to swap Australian dollar denominated debt to US dollars in July 2002, as a result of the majority of the BHP Billiton Group's Australian dollar functional currency operations being demerged with BHP Steel.

 

Translational exposure in respect of investments in overseas operations

The functional currency of most BHP Billiton Group operations is US dollars. There are certain operations that have retained Australian dollars and UK pounds sterling as a functional currency, and during the year ended 30 June 2003, the BHP Billiton Group had a natural hedge between net foreign assets and borrowings in these currencies.

When not in conflict with exchange control requirements, the BHP Billiton Group's policy is to minimise risk resulting from such investments through borrowing in these currencies.

If circumstances arise that render the natural hedge deficient, then specific hedging utilising cross currency swaps may occur. Such action was taken to swap Australian dollar denominated debt to US dollars during July 2002 as a result of the majority of the BHP Billiton Group's Australian dollar functional currency operations being demerged with BHP Steel. Additionally, UK pounds sterling swaps originally entered into to provide a natural hedge against BHP Billiton Group's UK Petroleum assets were unwound with the underlying debt facilities reverting to US dollar obligations.

The table following presents principal amounts and weighted average interest rates that the BHP Billiton Group has agreed to pay under cross currency swaps that are outstanding at the balance dates indicated together with the weighted average contracted exchange rates. The instruments' actual cash flows are denominated in US dollars, UK pounds sterling, Japanese yen, Australian dollars and Euros as indicated.

 

Weighted average

Weighted average

Weighted average

Principal

 

Exchange rate

Interest rate payable

Interest rate receivable

amount

 

2003

2002

2003

%

2002

%

2003

%

2002

%

2003

US$M

2002

US$M

Cross currency swaps

               

US dollar to Australian dollar swaps

               

Pay fixed/receive fixed

               

2002

-

0.6557

-

7.19

-

7.18

-

691

2003

-

0.6601

-

6.71

-

6.75

-

86

US dollar to UK pounds sterling swaps

               

Pay fixed/receive fixed

               

2002

-

0.6002

-

7.45

-

6.60

-

415

2003

-

0.5998

-

7.37

-

6.69

-

277

2004

-

0.5998

-

7.37

-

6.69

-

277

2005

-

0.5998

-

7.37

-

6.69

-

277

Japanese yen to US dollar swaps

               

Pay floating/receive fixed

               

2002

-

123.00

-

3.47

-

5.71

-

41

 

Weighted average

Weighted average

Weighted average

Principal

 

exchange rate

interest rate payable

interest rate receivable

amount (a)

 

2003

2002

2003

2002

2003

2002

2003

2002

     

%

%

%

%

US$M

US$M

Australian dollar to US dollar swaps

               

Pay floating (b)/receive floating (b)

               

2002

-

0.5217

-

2.44

-

4.81

-

130

2003

0.5437

0.5217

2.08

-

5.44

-

299

130

2004

0.5437

0.5217

-

-

-

-

299

130

2005

0.5620

-

-

-

-

-

169

-

Pay floating (b)/receive fixed

               

2002

-

0.5217

-

2.77

-

6.25

-

391

2003

0.5302

0.5217

2.49

-

6.51

6.25

504

391

2004

0.5302

0.5217

-

-

6.51

6.25

504

391

2005

0.5302

0.5217

-

-

6.51

6.25

504

391

2006

0.5217

0.5217

-

-

6.25

6.25

391

391

2007

0.5217

0.5217

-

-

6.25

6.25

391

391

2008

0.5217

0.5217

-

-

6.25

6.25

391

391

Euro to US dollar swaps

               

Pay fixed/receive fixed

               

2003

0.9881

-

3.88

-

4.38

-

741

-

2004

0.9881

-

3.88

-

4.38

-

741

-

2005

0.9881

-

3.88

-

4.38

-

741

-

2006

0.9881

-

3.88

-

4.38

-

741

-

2007

0.9881

-

3.88

-

4.38

-

741

-

(a) Amount represents US$ equivalent of principal payable under the swap contract.

(b) Floating interest rate in future periods will be based on LIBOR for US dollar swaps and BBSW for Australian dollar swaps applicable at the time of the interest rate reset.

 

Translational exposure in respect of non-functional currency monetary items

Monetary items denominated in currencies other than the functional currency of an operation are periodically restated to US dollar equivalents, and the associated gain or loss is taken to the profit and loss account, with the exception of foreign exchange gains or losses on foreign currency provisions for site restoration which are capitalised in tangible fixed assets. These risks are managed as part of the Portfolio Risk Management strategy and within the overall CFaR limit.

The table below shows the extent to which the BHP Billiton Group has monetary assets and liabilities in currencies other than their functional currencies, after taking into account the effect of any forward foreign currency contracts entered into to manage these risks, excluding any exposures in relation to borrowings which are hedged by investments in net foreign currency assets (as discussed above), and excluding provisions for site restoration.

 

Net foreign currency monetary assets/(liabilities)

 

US$

2003

US$M

A$

2003

US$M

C$

2003

US$M

SA rand

2003

US$M

Other

2003

US$M

Total

2003

US$M

Functional currency of Group operation

           

US $

-

(1 399)

(203)

(1 089)

(261)

(2 952)

Australian $

21

-

-

-

-

21

Canadian $

30

-

-

-

-

30

UK pounds sterling

(23)

(1)

-

-

-

(24)

Other

-

-

-

6

-

6

 

28

(1 400)

(203)

(1 083)

(261)

(2 919)

 

Net foreign currency monetary assets/(liabilities)

 
 

US$

A$

C$

SA rand

Other

Total

 

2002

2002

2002

2002

2002

2002

 

US$M

US$M

US$M

US$M

US$M

US$M

Functional currency of Group operation

           

US $

-

(1 413)

(376)

(892)

(278)

(2 959)

Australian $

7

-

-

-

(17)

(10)

Canadian $

-

-

-

-

-

-

UK pounds sterling

(103)

-

-

-

-

(103)

Other

11

-

-

1

-

12

 

(85)

(1 413)

(376)

(891)

(295)

(3 060)

The SA rand monetary liabilities include borrowings raised in a variety of currencies, including US dollars and Euros, which, as a result of South African exchange control regulations, were subsequently swapped into SA rand.

Substantial portions of the non-functional currency liabilities of US dollar functional currency operations relate to provisions for deferred taxation and employee benefits.

Commodity price risk

The BHP Billiton Group is exposed to movements in the prices of the products it produces and sources from third parties which are generally sold as commodities on the world market.

Commodity price risk is managed pursuant to the Portfolio Risk Management strategy and within the overall CFaR limit. Strategic price hedges are taken out from time to time.

The following table provides information about the BHP Billiton Group's material cash settled commodity contracts, which have not been recognised in the accounts.

Contract amounts are used to calculate the volume and average price to be exchanged under the contracts.

 

 

 

Volume

Units

Average price

Term to

Notional amount(a)

 

2003

2002

 

2003

2002

maturity

2003

2002

BHP Billiton Group

     

US$

US$

(months)

US$M

US$M

Aluminium

               

Forwards (buy)

792

412

000 tonnes

1 397

1 416

0-12

1 106

583

 

112

104

000 tonnes

1 435

1 487

13-24

161

155

 

50

46

000 tonnes

1 420

1 489

25-48

71

68

 

1

-

000 tonnes

1 420

-

49-72

1

-

Forwards (buy) floating(b)

826

447

000 tonnes

-

-

0-12

-

-

 

127

127

000 tonnes

-

-

13-24

-

-

 

35

46

000 tonnes

-

-

25-48

-

-

 

1

-

000 tonnes

-

-

49-72

-

-

Forwards (sell)

826

447

000 tonnes

1 393

1 411

0-12

1 151

631

 

127

127

000 tonnes

1 421

1 475

13-24

180

187

 

35

46

000 tonnes

1 416

1 473

25-48

50

68

 

1

-

000 tonnes

1 393

-

49-72

1

-

Forwards (sell) floating(b)

792

412

000 tonnes

-

-

0-12

-

-

 

112

104

000 tonnes

-

-

13-24

-

-

 

50

46

000 tonnes

-

-

25-48

-

-

 

1

-

000 tonnes

-

-

49-72

-

-

Copper

               

Forwards (buy)

37

15

000 tonnes

1 675

1 629

0-12

62

25

Forwards (buy) floating(b)

52

20

000 tonnes

-

-

0-12

-

-

Forwards (sell)

52

20

000 tonnes

1 661

1 648

0-12

87

33

Forwards (sell) floating(b)

37

15

000 tonnes

-

-

0-12

-

-

Zinc

               

Forwards (buy)

10

-

000 tonnes

794

-

0-12

8

-

Forwards (buy) floating(b)

17

-

000 tonnes

-

-

0-12

-

-

Forwards (sell)

17

-

000 tonnes

804

-

0-12

14

-

Forwards (sell) floating(b)

10

-

000 tonnes

-

-

0-12

-

-

Lead

               

Forwards (buy)

25

-

000 tonnes

466

-

0-12

11

-

Forwards (buy) floating(b)

65

-

000 tonnes

-

-

0-12

-

-

 

8

-

000 tonnes

-

-

13-24

-

-

Forwards (sell)

65

-

000 tonnes

470

-

0-12

31

-

 

8

-

000 tonnes

488

-

13-24

4

-

Forwards (sell) floating(b)

25

-

000 tonnes

-

-

0-12

-

-

Silver

               

Forwards (buy)

1 650

-

000 ounces

4.73

-

0-12

8

-

Forwards (buy) floating(b)

7 475

-

000 ounces

-

-

0-12

-

-

Forwards (sell)

7 475

-

000 ounces

4.70

-

0-12

35

-

Forwards (sell) floating(b)

1 650

-

000 ounces

-

-

0-12

-

-

Petroleum

               

Forwards (buy)

8 668

-

000 barrels

25.45

-

0-12

221

-

Forwards (buy) floating (b)

8 690

-

000 barrels

-

-

0-12

-

-

Forwards (sell)

8 690

-

000 barrels

25.49

-

0-12

221

-

Forwards (sell) floating (b)

8 668

-

000 barrels

-

-

0-12

-

-

Energy Coal

               

Forwards (buy)

20 451

4 405

000 tonnes

34.49

30.58

0-12

705

135

 

5 820

1 290

000 tonnes

36.32

31.20

13-24

211

40

 

870

-

000 tonnes

35.88

-

25-48

31

-

Forwards (buy) floating (b)

23 515

8 630

000 tonnes

-

-

0-12

-

-

 

7 035

3 480

000 tonnes

-

-

13-24

-

-

 

735

150

000 tonnes

-

-

25-48

-

-

Forwards (sell)

23 515

8 630

000 tonnes

34.39

31.35

0-12

809

271

 

7 035

3 480

000 tonnes

34.81

33.06

13-24

245

115

 

735

150

000 tonnes

31.99

35.45

25-48

24

5

Forwards (sell) floating (b)

20 451

4 405

000 tonnes

-

-

0-12

-

-

 

5 820

1 290

000 tonnes

-

-

13-24

-

-

 

870

-

000 tonnes

-

-

25-48

-

-

Purchased calls

105

270

000 tonnes

33.71

34.00

0-12

4

9

 

-

210

000 tonnes

-

33.71

13-24

-

7

Sold puts

270

150

000 tonnes

32.11

32.60

0-12

9

5

 

-

150

000 tonnes

-

32.60

13-24

-

5

Sold calls

645

1 500

000 tonnes

33.83

34.01

0-12

22

51

 

-

1 290

000 tonnes

-

34.05

13-24

-

44

 

 

 

Volume

Units

Average price

Term to

Notional amount(a)

 

2003

2002

 

2003

2002

maturity

2003

2002

BHP Billiton Group

     

US$

US$

(months)

US$M

US$M

Freight Transport and Logistics

               

Forwards (buy)

3 550

50

days

12 256

12 600

0-12

44

1

 

1 104

100

days

10 417

12 600

13-24

12

1

Forwards (buy) floating (b)

3 499

-

days

-

-

0-12

-

-

 

920

-

days

-

-

13-24

-

-

Forwards (sell)

3 499

-

days

11 791

-

0-12

41

-

 

920

-

days

10 680

-

13-24

10

-

Forwards (sell) floating (b)

3 550

50

days

-

-

0-12

-

-

 

1 104

100

days

-

-

13-24

-

-

Forwards (buy)

5 874

450

000 tonnes

8.77

7.12

0-12

52

3

 

1 275

600

000 tonnes

6.63

7.34

13-24

8

4

 

-

150

000 tonnes

-

8.00

25-48

-

1

Forwards (buy) floating (b)

4 974

450

000 tonnes

-

-

0-12

-

-

 

1 200

450

000 tonnes

-

-

13-24

-

-

Forwards (sell)

4 974

450

000 tonnes

8.82

7.60

0-12

44

3

 

1 200

450

000 tonnes

6.84

7.60

13-24

8

3

Forwards (sell) floating (b)

5 874

450

000 tonnes

-

-

0-12

-

-

 

1 275

600

000 tonnes

-

-

13-24

-

-

 

-

150

000 tonnes

-

-

25-48

-

-

(a) The notional amount represents the face value of each transaction and accordingly expresses the volume of these transactions, but is not a measure of exposure.

(b) Floating commodity prices in future periods will be based on the benchmarks applicable at the time of the price reset.

 

Hedging of financial risks

Cumulative unrecognised gains and losses on the instruments used for hedging foreign currency transaction exposures and commodity price risks and the movements therein are as follows:

     

Net gains/

   

Net gains/

 

Gains

Losses

(losses)

Gains

Losses

(losses)

 

2003

2003

2003

2002

2002

2002

 

US$M

US$M

US$M

US$M

US$M

US$M

Opening balance unrecognised gains/(losses)

-

(175)

(175)

10

(615)

(605)

(Gains)/losses arising in previous years recognised in the year

-

139

139

(9)

327

318

Gains/(losses) arising in prior years and not recognised

-

(36)

(36)

1

(288)

(287)

Gains/(losses) arising in the year and not recognised

104

19

123

(1)

113

112

Closing balance unrecognised gains/(losses) (a)

104

(17)

87

-

(175)

(175)

of which:

           

Gains/(losses) expected to be recognised within one year

94

(16)

78

-

(139)

(139)

Gains/(losses) expected to be recognised after one year

10

(1)

9

-

(36)

(36)

 

104

(17)

87

-

(175)

(175)

 

        (a)    Full recognition will not appear in the profit and loss account as US$56 million (2002: US$nil) will be capitalised into Fixed Assets.

 

Cumulative unrecognised gains and losses on instruments used to manage interest rate risk and exposures in relation to investments in overseas operations, and the movements therein are as follows:

 

Forward

CCIRS

Interest

Finance

Forward

CCIRS

Interest

Finance

 

currency

interest

rate

lease

currency

interest

rate

lease

 

swaps

component

swaps

swap (a)

swaps

component

swaps

swap (a)

 

2003

2003

2003

2003

2002

2002

2002

2002

 

US$M

US$M

US$M

US$M

US$M

US$M

US$M

US$M

Opening balance unrecognised gains

31

26

10

2

13

32

9

8

(Gains)/losses arising in previous years recognised in the year

(13)

(20)

-

1

(3)

(5)

-

(2)

Gains arising in prior years and not recognised

18

6

10

3

10

27

9

6

Gains/(losses) arising in the year and not recognised

(7)

30

31

(1)

21

(1)

1

(4)

Closing balance unrecognised gains

11

36

41

2

31

26

10

2

of which:

               

Gains expected to be recognised within one year

7

-

-

1

13

20

-

(1)

Gains expected to be recognised after one year

4

36

41

1

18

6

10

3

 

11

36

41

2

31

26

10

2

 

(a)  Included within the book value of short-term and long-term liabilities are finance leases which have been swapped from a fixed interest rate to a floating interest rate and from a ten-year term to a five-year term. The book value of these leases is US$15 million (2002: US$26 million). The effect of the swap is to match the initial lease obligation by receiving payments over a ten-year period at a fixed rate and making payments on a floating rate over five years. For the purpose of the disclosures, the book value of the finance leases is shown as it would be excluding the effect of the finance lease swap .The fair value disclosures relate only to the swapped components and reflect the fact that the swap receivable is subject to a fixed rate.

 

Financial liabilities - interest rate and currency profile

Short-term creditors (other than short-term loans and derivative financial instruments) are excluded from the disclosures below.

The currency and interest rate profile of the financial liabilities of the BHP Billiton Group shown in the table below take into account interest rate and currency swaps:

 

Fixed

Floating

Interest

 

Fixed

Floating

Interest

 
 

rate

rate(a)

free

Total

rate

rate(a)

free

Total

 

2003

2003

2003

2003

2002

2002

2002

2002

 

US$M

US$M

US$M

US$M

US$M

US$M

US$M

US$M

Currency

               

US $

3 349

3 278

100

6 727

1 771

4 119

7

5 897

SA rand

146

456

38

640

136

219

23

378

Australian $

16

25

10

51

817

476

10

1 303

Canadian $

-

-

-

-

235

-

-

235

Other

15

8

-

23

454

71

-

525

 

3 526

3 767

148

7 441

3 413

4 885

40

8 338

 

        (a)    The floating rate financial liabilities bear interest at various rates set with reference to the prevailing LIBOR or equivalent for that time period and country.

The weighted average interest rate of fixed rate liabilities and the weighted average maturity period of fixed rate and interest free liabilities respectively which are shown in the table below take into account interest rate and currency swaps used to manage the interest rate and currency profile of financial liabilities.

     

Weighted

   

Weighted

     

average

   

average

   

Weighted

period to

 

Weighted

period to

 

Weighted

average

maturity of the

Weighted

average

maturity of the

 

average fixed

period for which

interest free

average fixed

period for which

interest free

 

interest rate

rate is fixed

liabilities

interest rate

rate is fixed

liabilities

 

%

Years

Years

%

Years

Years

 

2003

2003

2003

2002

2002

2002

Currency

           

US $

6.56

7

1

7.66

13

1

SA rand

12.39

5

13

12.52

6

13

Australian $

7.88

6

1

7.34

1

2

Canadian $

-

-

-

5.50

1

-

Other

7.43

9

-

7.47

3

-

 

6.81

7

3

7.55

8

8

 

Financial assets - interest rate and currency profile

Short-term debtors which are not deemed financial instruments are excluded from the disclosures below.

The currency and interest rate profile of the BHP Billiton Group's financial assets is as follows:

     

Non-

     

Non-

 
 

Fixed

Floating

interest

 

Fixed

Floating

interest

 
 

rate

rate(a)

bearing(b)

Total

rate

rate(a)

bearing(b)

Total

 

2003

2003

2003

2003

2002

2002

2002

2002

 

US$M

US$M

US$M

US$M

US$M

US$M

US$M

US$M

Currency

               

US $

27

1 578

385

1 990

20

1 747

587

2 354

SA rand

5

193

25

223

5

99

31

135

Australian $

23

14

203

240

44

66

142

252

Canadian $

2

144

-

146

-

1

-

1

Other

22

74

101

197

-

192

101

293

 

79

2 003

714

2 796

69

2 105

861

3 035

(a) The floating rate financial assets earn interest at various rates set with reference to the prevailing LIBOR or equivalent.

(b) Included within the non-interest bearing category are fixed asset investments of US$123 million (2002: US$478 million), debtors deemed to be financial instruments of US$544 million (2002: US$379 million), loans to joint ventures and associates US$24 million (2002: US$nil) and other current asset investments of US$23 million (2002: US$4 million). Items included within this category, except for current asset investments, are generally intended to be held for periods greater than five years.

Liquidity exposures

The maturity profile of the Group's financial liabilities is as follows:

 

Bank loans,

Obligations

Subsidiary

   
 

debentures and

under

preference

Other

 
 

other loans

finance leases

shares

creditors

Total

 

2003

2003

2003

2003

2003

 

US$M

US$M

US$M

US$M

US$M

In one year or less or on demand

1 032

4

-

-

1 036

In more than one year but not more than two years

663

49

-

106

818

In more than two years but not more than five years

2 142

-

450

4

2 596

In more than five years

2 984

-

-

7

2 991

 

6 821

53

450

117

7 441

 

Bank loans,

Obligations

Subsidiary

   
 

debentures and

under

preference

Other

 
 

other loans

finance leases

shares

creditors

Total

 

2002

2002

2002

2002

2002

 

US$M

US$M

US$M

US$M

US$M

In one year or less or on demand

2 785

2

-

-

2 787

In more than one year but not more than two years

127

33

150

14

324

In more than two years but not more than five years

3 000

-

300

3

3 303

In more than five years

1 924

-

-

-

1 924

 

7 836

35

450

17

8 338

 

2003

2002

 

US$M

US$M

Loans falling due after more than five years are repayable as follows:

   

By instalments

529

400

Not by instalments

2 455

1 524

 

2 984

1 924

The aggregate amount of loans repayable by instalments and for which at least one instalment falls due after five years is US$1 052 million (2002: US$652 million).

At 30 June 2003 borrowings of US$66 million (2002: US$180 million) and US$601 million (2002: US$447 million) due within and after more than one year respectively were secured by assets of the BHP Billiton Group.

Borrowing facilities

The maturity profile of the BHP Billiton Group's undrawn committed facilities is as follows:

 

2003

2002

 

US$M

US$M

Expiring in one year or less

1 250

1 250

Expiring in more than one year (a)

2 112

401

 

3 362

1 651

(a) Included in this amount is Tranche B being US$1 250 million (2002: US$1 250 million) of the Group's US$2.5 billion syndicated multi-currency revolving credit facility which is used to support the commercial paper programs of the Group. The amount of commercial paper on issue at 30 June 2003 was US$138 million (2002: US$849 million).

None of the BHP Billiton Group's general borrowing facilities are subject to financial covenants. Certain specific financing facilities in relation to specific businesses are the subject of financial covenants which vary from facility to facility but which would be considered normal for such facilities.

Fair value of financial instruments

The following table presents the book values and fair values of the BHP Billiton Group's financial instruments. Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties, other than in a forced or liquidated sale. Where available, market values have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies, but are not necessarily indicative of the amounts that the BHP Billiton Group could realise in the normal course of business.

The fair value of the BHP Billiton Group's financial instruments is as follows:

 

Book value

Fair value

Book value

Fair value

 

2003

2003

2002

2002

 

US$M

US$M

US$M

US$M

Primary and derivative financial instruments held or issued to finance

       

the BHP Billiton Group's operations

       

Short-term borrowings

(1 036)

(1 036)

(2 895)

(2 915)

Long-term borrowings and other creditors

(6 734)

(7 291)

(5 658)

(5 978)

Cross currency contracts

       

Principal

314

314

189

189

Interest rate

30

77

-

57

Finance lease swap

15

17

26

28

Interest rate swaps

7

48

-

10

Cash and money market deposits

1 552

1 552

1 499

1 499

Loans to joint ventures and associates

293

293

488

488

Current asset investments

143

143

117

117

Fixed asset investments (excluding investment in own shares)

148

153

496

516

Investment in exploration companies (refer note 15)

-

11

-

11

Other debtors to be settled in cash

604

604

435

413

Forward foreign currency contracts

19

19

-

-

Derivative financial instruments held to hedge the BHP Billiton Group's

       

exposure on expected future sales and capital and operating purchases

       

Forward commodity contracts

-

(8)

-

(2)

Forward foreign currency contracts

-

95

-

(173)

 

(4 645)

(5 009)

(5 303)

(5 740)

For the purposes of the disclosures in the table above, the book value of the foreign currency assets and liabilities is shown excluding the effect of foreign currency hedges.

30 Related parties

BHP Billiton Group companies have trading relationships with a number of joint ventures and associates of the BHP Billiton Group. In some cases there are contractual arrangements in place under which the BHP Billiton Group companies source supplies from such undertakings, or such undertakings source supplies from the BHP Billiton Group companies. In the year ended 30 June 2003, sales made by BHP Billiton Group entities to such joint ventures and associates amounted to US$32 million (2002: US$240 million) and purchases amounted to US$2 million (2002: US$3 million).

Amounts owing between the BHP Billiton Group and joint ventures and associates are disclosed in note 15.

All transactions with joint ventures and associates are conducted in the normal course of business and under normal commercial terms and conditions.

In 2001, two Directors, Mr Gilbertson (resigned 5 January 2003) and Mr Davis (resigned 29 June 2001), were granted options to purchase properties owned by the BHP Billiton Group, which they occupied rent free, at open market value at the time of exercise of the options. The properties were purchased in 2002.

Following the termination of his employment on 1 July 2002, Mr Anderson entered into a consultancy arrangement with BHP Billiton Group under which he agreed to act as a consultant to the Group for two years commencing at the time he ceased to be a Director. Mr Anderson received a total fee in 2003 of US$104 739 under this arrangement.

Share transactions with Directors and Director-related entities

The current Chief Executive Officer, C W Goodyear, was conditionally awarded 180 154 ordinary shares in BHP Billiton Limited under the Group Incentive Scheme during the year ended 30 June 2003 (2002: nil).

On 23 May 2003, agreement was reached with former Chief Executive B P Gilbertson regarding the terms of termination of his employment with the Group, some two and a half years earlier than the date provided under his contracts. Mr Gilbertson was a participant in the Group's employee share plans. None of the entitlements under those plans that had been granted to him but that had not vested at the date of his termination were transferred. Rather, the entitlements were scaled back to reflect the period of his employment. Mr Gilbertson continues to hold the scaled back entitlements but they remain subject to the same conditions that applied on grant, where pre-determined performance hurdles must be satisfied. Those hurdles will be measured at the same time and in the same manner as for other participants. The number of shares Mr Gilbertson has retained an entitlement to is 228 675 (comprising 63 159 Performance Shares under the Group Incentive Scheme, 123 218 shares under the Restricted Share Scheme and 42 298 shares under the Co-Investment Plan). The number, if any, that might ultimately vest will remain dependent on satisfaction of the performance hurdles.

The former Managing Director and Chief Executive Officer, P M Anderson received 374 693 ordinary shares in BHP Billiton Limited during the year ended 30 June 2002 on exercise of Performance Rights.

Refer to the Directors' Report for further details in relation to Directors' share interests. In addition, relatives of M A Chaney own 3 914 (2002: 3 914) fully paid ordinary shares and relatives of the current Chief Executive Officer C W Goodyear own 3 671 (2002: 3 671) American Depositary Shares (ADS). Each ADS represents two fully paid ordinary shares.

Other Director transactions with BHP Billiton Group entities

Where the Director was an employee of the BHP Billiton Group, transactions include:

All these transactions (which were trivial in amount) were conducted on conditions no more beneficial than those available to other employees.

Transactions with Director-related entities

A number of Directors or former Directors of BHP Billiton Plc hold or have held positions in other companies, where it may be said they control or significantly influence the financial or operating policies of these entities. Accordingly, the following entities are considered to be Director-related entities:

Director of BHP Billiton Plc

Director-related entity

Position held in Director-related entity

M A Chaney

Wesfarmers (Group) Limited

Managing Director

D A Jenkins

Chartwood Resources Ltd

Chairman and Managing Director

B D Romeril (a)

Xerox Corporation

Chief Financial Officer

(a) B D Romeril retired as Chief Financial Officer of Xerox Corporation on 31 December 2001.

Transactions between the BHP Billiton Group and these Director-related entities are detailed below:

 

31 Contingent liabilities

 

2003

2002

 

US$M(c)

US$M(c)

Contingent liabilities at balance date, not otherwise provided for in these accounts,

   

are categorised as arising from:

   

Joint ventures and proportionally included joint arrangements (unsecured)

   

Other (b)

174

165

 

174

165

Subsidiary undertakings (unsecured, including guarantees)

   

Group guarantees of borrowings of joint ventures and associates

398

429

Bank guarantees (a)

-

-

Performance guarantees (a)

70

72

Letter of credit

2

3

Other (b)

131

138

 

601

642

Total contingent liabilities

775

807

(a) The BHP Billiton Group has entered into various counter-indemnities of bank and performance guarantees related to its own future performance in the normal course of business.

(b) Other contingent liabilities relate predominantly to actual or potential litigation of the Group for which amounts are reasonably estimable but the liability is not probable and therefore the Group has not provided for such amounts in these accounts. The amounts relate to a number of actions against the Group, none of which are individually significant. Additionally, there are a number of legal claims or potential claims against the Group, the outcome of which cannot be foreseen at present, and for which no amounts have been included in the table above. Details of the principal legal claims are set out below and in note 21.

(c) For US GAAP reporting purposes, the Group is required to include as contingent liabilities amounts where (1) provisions have been made in the accounts but further amounts are reasonably possible, and (2) additional amounts to the guarantees included above where the probability of a transfer of economic benefits is considered to be remote. Not included in the table above are Group guarantees of borrowings of joint ventures and associates of US$47 million (2002: US$21 million), US$45 million (2002: US$25 million) in performance guarantees and US$198 million (2002: US$43 million) in other for which provisions have been included in the Group accounts.

 

 

Significant guarantees

The following outlines the details of significant guarantees provided by the BHP Billiton Group at 30 June 2003 and included in the table above where appropriate.

Name

Approximate term of the guarantee and maximum exposure

Details on how the guarantee arose

Events or circumstances that require BHP Billiton to perform under the terms of the guarantee

Bank guarantees of joint ventures and associates

     

Antamina SA Senior Debt

US$398 million (2002: US$423 million) is included as the Group's guarantees of borrowings of joint ventures and associates relating to its 33.75% share of Antamina SA's senior debt. The Group's maximum exposure in relation to this debt is US$445 million (2002: US$445 million).Following the satisfaction of several pre-agreed completion tests, the guarantee terminated on 1 July 2003.

Rio Algom, a wholly-owned subsidiary of the BHP Billiton Group, provided a several pre-completion guarantee of its share of Antamina SA's project financing senior debt.

 

Other - Bank guarantees

     

Workcover bank guarantees

The term of these guarantees are ongoing as they cover all current and long tail liability claims associated with former Steel businesses and continuing BHP Billiton businesses.

Bank guarantees of US$44 million (2002: US$nil) in relation to workcover are indemnified in full by BHP Steel.

These guarantees predominantly relate to guarantees in favour of workcover authorities in various States throughout Australia. Each State's workcover authority requires that a self-insurer put in place guarantees equivalent to the actuarially assessed potential liability.

Failure to meet the financial obligations required under each State's relevant Workcover Act. BHP Steel has indemnified the BHP Billiton Group for any liabilities or loss arising out of or in connection with such guarantees related to BHP Steel. Due to the indemnification provided by BHP Steel the Group considers the risk of transfer of economic benefit to be remote and has therefore not included them in the table above.

Other - Performance guarantees

     

Mozal SARL gurantees

Following the satisfaction of several pre-agreed completion tests expected to occur between December 2003 and May 2004, the guarantees will terminate.

The project is progressing on schedule with full production estimated to occur by December 2003.

The estimated maximum exposure for this guarantee is US$45 million (2002: US$25 million) based on the incremental obligation between the Group's ownership interest and the guaranteed amount.

The guarantee arose as part of the funding arrangements for Mozal I. The period of the guarantee was extended as a result of the Mozal II expansion project.

The Group has an obligation to provide funding

to Mozal SARL for any deficiencies arising for the following three reasons:

  • 50% of any cash shortfalls to meet the financial obligations of Mozal SARL;
  • 49% of any financing shortfalls where funds have not been provided under the financial plan for the Mozal II expansion; and
  •  49% of any cost overruns in excess of the projected cost set out in the financial plan for the Mozal II expansion.

Charter guarantees of ocean-going transportation vessels

The guarantees extend over a charter period of 15 years.

The maximum exposures under these guarantees is US$59 million (2002: US$54 million) but reduces over time as the time charter obligations are met.

The Group has guaranteed the time charter obligations for ocean-going transportation vessels entered into by parties related to the Group.

These guarantees would be called should the related party fail to honour their obligations under the time charter arrangements.

 

Current litigation

Ok Tedi Mining Limited

On 7 June 1996, Rex Dagi, Alex Maun and the remaining plaintiffs to Victorian Supreme Court proceedings against BHP Billiton Limited and Ok Tedi Mining Limited (OTML) entered into a Settlement Agreement.

The principal terms of the agreement included the following:

On 11 April 2000, two legal actions were commenced in the Victorian Supreme Court against OTML and BHP Billiton Limited. Rex Dagi is plaintiff in the first action, Gabia Gagarimabu is plaintiff in the second action on his own behalf and on behalf of the remaining parties to the Settlement Agreement. Both actions seek specific performance of the Settlement Agreement and/or an injunction to require the implementation by BHP Billiton Limited and OTML of a tailings pipeline and storage system and damages. BHP Billiton and OTML deny that there has been any recommendations regarding a tailings option by an independent inquiry conducted by the State. OTML and BHP Billiton Limited also assert that there has been no breach of the Settlement Agreement and are defending the claims.

BHP Billiton Limited transferred its entire shareholding in OTML to PNG Sustainable Development Program Limited ('Program Company') in February 2002, completing BHP Billiton Limited's withdrawal from the Ok Tedi copper mine. The Program Company operates for the benefit of the Papua New Guinean people.

Legal arrangements for the withdrawal encompass a series of legal releases, indemnities and warranties that safeguard BHP Billiton's interests following its exit from OTML.

The Victorian Supreme Court litigation continues, with substantially amended pleadings. The Court has set out a detailed timetable for further steps, including witness statements, leading to compulsory mediation and, if necessary, trial in mid-2004.

No amounts have been included in contingent liabilities in respect of this item of litigation.

Bass Strait - Longford

Following the 25 September 1998 explosion and fire at Longford, a class action was commenced in the Federal Court of Australia on behalf of Victorian gas consumers and employees stood down by employers during the shortage of gas following those events (together the 'Applicants'). On 12 April 2001, the action was transferred to the Supreme Court of Victoria. The action is against Esso Australia Resources Pty Ltd ('Esso'). Esso has joined the State of Victoria and various entities associated with the State (together the 'State Entities' ) as cross respondents alleging certain failures and contributory negligence on the part of the State Entities. In turn, following hearing of the claim against Esso the State Entities may join BHP Billiton Petroleum (Bass Strait) Pty Ltd (BHPBP) as a further cross respondent, with the effect that if any sums are recovered against the State Entities they will seek contribution from BHPBP.

In addition to BHPBP's potential liability to the State Entities under the cross claims, in certain circumstances Esso, as operator, is entitled to be indemnified by BHPBP as a 50 per cent joint venturer for certain categories of legal costs incurred by Esso and payments made in satisfaction of claims.

In turn, BHPBP may have rights against Esso as operator in relation to losses and costs BHPBP has incurred in relation to the incident, including under the cross claim by the State Entities.

On 20 February 2003, the Victorian Supreme Court found that Esso is not liable for economic loss. The court further found that Esso is liable to business users for property damage and any economic loss consequential upon property damage. The quantum of these losses is unknown. The Court set a date of 1 September 2003 for lodgement of particulars of all claims. Resolution of claims is likely to continue into 2004.

Over the next few months the Court will also consider questions of appeal, and whether claims against the State and BHPBP should proceed.

No amounts have been included in contingent liabilities in respect of this item of litigation.

 

32 BHP Billiton Plc (unconsolidated parent company)

BHP Billiton Plc (the parent company) is exempt from presenting its own profit and loss account in accordance with s230 of the Companies Act 1985. BHP Billiton Plc is required to present its unconsolidated balance sheet and certain notes to the balance sheet on a stand-alone basis as at 30 June 2003 and 2002 as follows:

BHP Billiton Plc (unconsolidated parent company) balance sheet

 

BHP Billiton Plc

 

2003

2002

 

US$M

US$M

Fixed assets

   

Investments

   

Subsidiaries

3 030

3 030

 

3 030

3 030

Current assets

   

Debtors - amounts due within one year (a)

318

97

Cash including money market deposits

1

-

 

319

97

Creditors - amounts falling due within one year (b)

(950)

(613)

Net current liabilities

(631)

(516)

Total assets less current liabilities

2 399

2 514

Provisions for liabilities and charges (c)

(44)

(10)

Net assets

2 355

2 504

Capital and reserves

   

Called up share capital - BHP Billiton Plc (refer note 22)

1 234

1 160

Share premium account (d)

518

592

Profit and loss account (d)

603

752

Equity shareholders' funds (e)

2 355

2 504

The BHP Billiton Plc unconsolidated parent company financial statements were approved by the Board of Directors on 9 September 2003 and signed on its behalf by:

Don Argus                     Charles Goodyear
Chairman                        Chief Executive Officer

 

Notes to the BHP Billiton Plc (unconsolidated parent company) balance sheet

(a) Debtors - amounts due within one year

 

BHP Billiton Plc

 

2003

2002

 

US$M

US$M

Amounts owed by Group undertakings

300

84

Other debtors

4

-

Tax recoverable

14

13

 

318

97

(b) Creditors - amounts falling due within one year

 

BHP Billiton Plc

 

2003

2002

 

US$M

US$M

Bank overdraft

100

_

Amounts owed to Group undertakings

656

456

Accruals and deferred income

9

6

Dividends payable

185

151

 

950

613

The audit fee payable in respect of the audit of the BHP Billiton Plc company financial statements was US$66 000 (2002: US$15 000). This has been included within amounts owed to Group undertakings

(c) Provisions for liabilities and charges

 

BHP Billiton Plc

 

2003

2002

 

US$M

US$M

Employee entitlements

41

6

Restructuring

2

3

Post-retirement medical benefits

1

1

 

44

10

The movement in employee entitlements of US$35 million represents US$49 million which has been charged to the profit and loss account for salaries, bonuses, share awards and pension costs, less US$14 million in payments made during the year

(d) Reserves

 

BHP Billiton Plc

BHP Billiton Plc

 

Share

Profit

Share

Profit

 

premium

& loss

premium

& loss

 

account

account

account

account

 

2003

2003

2002

2002

 

US$M

US$M

US$M

US$M

At beginning of the financial year

592

752

592

1 125

Retained loss for the financial year

-

(149)

-

(373)

Bonus shares issued

(74)

-

-

-

At end of the financial year

518

603

592

752

Upon the demerger of the BHP Steel business in July 2002 bonus shares of BHP Billiton Plc were issued to BHP Billiton Plc shareholders as a Matching Action to ensure economic benefit equality to shareholders of both BHP Billiton Limited and BHP Billiton Plc (the bonus issue was one BHP Billiton Plc share for approximately each 15.6 BHP Billiton Plc shares held).

(e) Reconciliation of movements in shareholders' funds

 

BHP Billiton Plc

 

2003

2002

 

US$M

US$M

Profit/(loss) for the financial year

209

(72)

Total recognised gains and losses

209

(72)

Dividends

(358)

(301)

Net movement in shareholders' funds

(149)

(373)

Shareholders' funds at beginning of the financial year

2 504

2 877

Shareholders' funds at end of the financial year

2 355

2 504

 

 

Parent company guarantees

BHP Billiton Plc has guaranteed certain financing facilities available to subsidiaries. At 30 June 2003 such facilities totalled US$1 016 million (2002: US$614 million) of which US$816 million (2002: US$258 million) was drawn.

Under the terms of a deed poll guarantee BHP Billiton Plc has also guaranteed certain current and future liabilities of BHP Billiton Ltd. At 30 June 2003 the guaranteed liabilities amounted to US$3 737 million (2002: US$4 345 million).

BHP Billiton Plc and BHP Billiton Limited have severally, fully and unconditionally guaranteed the payment of the principal of, premium, if any, and interest on the notes including certain additional amounts which may be payable in respect of the notes issued by BHP Billiton Finance (USA) Ltd on 17 April 2003. BHP Billiton Plc and BHP Billiton Limited have guaranteed the payment of such amount when such amounts become due and payable, whether on an interest payment date, at the stated maturity of the notes, by declaration or acceleration, call for redemption or otherwise. At 30 June 2003 the guaranteed liabilities amounted to US$850 million.

End of part 2 of 3

__________________________________________________________________________________________________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BHP BILLITON Plc
/s/ KAREN WOOD
_____________________

Karen Wood
Title: Company Secretary
Date:
30 September 2003