BHP Billiton Limited

__________________________________________________________________________________

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 Half Year Ended 31 December 2002

BHP Billiton Limited

ABN 49 004 028 077

600 Bourke Street

Melbourne Victoria 3000

Australia

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):


 

 

For the information of the local market (which has been released to the ASX) please find attached the Interim Report for BHP Billiton Limited for BHP Billiton Limited for the half year ended 31 December 2002 prepared in accordance with Australian Generally Accepted Accounting Principles (GAAP), which includes disclosures to satisfy Appendix 4B requirements.

Karen Wood
Company Secretary

BHP Billiton Limited

Interim Report

For The Half Year Ended 31 December 2002


Prepared in Accordance with Australian Generally

Accepted Accounting Principles (GAAP)

 

 

BHP Billiton Limited
Australian Business Number 49 004 028 077

 

Registered Office:
45th Floor BHP Billiton Tower - Bourke Place
600 Bourke Street Melbourne 3000 Australia

CONTENTS

 

Page

DIRECTORS' REPORT

Review of operations

Board of Directors

 

1

7

INTERIM CONDENSED FINANCIAL STATEMENTS

Statement of Financial Performance

Statement of Financial Position

Statement of Cash Flows

Notes to Financial Statements

 

9

10

11

12

DIRECTORS' DECLARATION

27

INDEPENDENT REVIEW REPORT

28

 

 

Notes to financial statements

 

1.

Basis of preparation of interim condensed financial statements

12

2.

Significant items

13

3.

Discontinued operations

14

4.

Revenue from ordinary activities

16

5.

Expenses from ordinary activities, excluding depreciation, amortisation and borrowing costs

16

6.

Depreciation and amortisation

17

7.

Borrowing costs

17

8.

Segment results

18

9.

Dividends

19

10.

Investments accounted for using the equity method

19

11.

Exploration, evaluation and development expenditure capitalised

20

12.

Contributed equity and called up share capital

21

13.

Share options

22

14.

Retained profits

24

15.

Total equity

24

16.

Notes to the statement of cash flows

25

17.

Contingent liabilities and contingent assets

25

18.

Significant events after end of half year

25

19.

Statement of Financial Position - Australian Dollars

26

All amounts are expressed in US dollars unless otherwise stated.

 

DIRECTORS' REPORT

The Directors present their report together with the interim condensed financial statements for the half year ended 31 December 2002 and the auditors' review report thereon.

REVIEW OF OPERATIONS

Stability and Growth

These results build on the progress made since the merger and illustrate the continued success of the Customer Sector Group business model and the Company's strategy. In a period of global economic weakness and despite self imposed cut-backs at some of our operations, financial results have remained solid and cash flow generation from our portfolio of high quality assets is strong. We have exceeded our merger benefits target six months ahead of schedule and have delivered further cost savings against our additional target of US$500 million.

Strong operational cash flow (after interest and tax) of US$1,189 million has enabled us to proceed with sanctioned growth projects. Progress on all projects continues to be on or ahead of schedule and budget. Notable milestones were reached during the half year with the mechanical completion and commissioning of Escondida Phase IV (Chile), the commencement of operations at the San Juan underground project (US) and the commencement of natural gas flow through the Bream gas pipeline in Bass Strait (Australia). Currently 13 major capital projects are under development, including the recently approved Atlantis full field development in the Gulf of Mexico.

Strong cash flows enabled the Board to increase dividends paid to shareholders by 7.7% compared with the half year ended 31 December 2001 (the "corresponding period"). A dividend of 7.0 US cents per share was paid on 4 December 2002.

Financial Results

Group Result

The profit after tax attributable to BHP Billiton shareholders for the half year ended 31 December 2002 was US$891 million (31 December 2001 US$1,177 million). Basic earnings per share were 14.4 US cents (31 December 2001 19.5 US cents). This included the loss on sale of the remaining 6% interest in the Group's Steel business following demerger of that business in July 2002 which has been disclosed as a significant item in the half year ended 31 December 2002. The contribution of the Group's Steel business in the corresponding period has been disclosed as discontinued operations (Refer note 3 to the financial statements). There were no significant items reported in the half year ended 31 December 2001.

Revenue was US$7,277 million, compared with US$8,825 million for the corresponding period, mainly due to the demerger of the Group's Steel business in July 2002. For other information relating to revenue, refer below under Petroleum, Aluminium, Base Metals, Carbon Steel Materials, Stainless Steel Materials, Energy Coal, Diamonds and Specialty Products and Group and Unallocated Items.

Profit from ordinary activities before taxation was US$1,275 million compared with a profit of US$1,696 million for the corresponding period. There were a number of factors which affected the results for current half year including:

These factors were partly offset by:

Refer below to the discussions relating to the relevant Customer Sector Groups for other factors affecting the December 2002 results.

Depreciation and amortisation expense decreased US$77 million to US$807 million in the current half year. This was mainly due to the lower depreciation expense as a direct result of the demerger of the Group's Steel business in July 2002.

Borrowing costs decreased US$115 million to US$144 million in the current half year. Including capitalised interest, total borrowing costs decreased US$79 million to US$195 million, principally driven by lower market interest rates and lower average debt levels.

The tax expense for the period ended 31 December 2002 was US$367 million, compared with US$497 million for the period ended 31 December 2001. The effective taxation rate for the current half year was 28.8% compared with 29.3% in the corresponding period, while the nominal taxation rate was 30% for the current half year.

 

Segment Results

Petroleum

Petroleum contributed US$650 million to profit before tax, up from US$568 million, an increase of 14.4% compared with the corresponding period.

The increase in profit before tax was due mainly to a higher average realised oil price of US$27.19 per barrel compared to US$22.54 per barrel in the corresponding period, together with lower exploration costs in the current period and higher volumes at North West Shelf (Australia) due to timing of shipments and strong production.

These factors were partly offset by lower overall sales and production volumes at Liverpool Bay (UK) due to scheduled maintenance, and lower production at Bass Strait and Laminaria (Australia), due to natural field decline. An increase in price-linked costs (royalties and taxes), higher depreciation and an increase in costs at Bass Strait also had an unfavourable impact on profit before tax.

Aluminium

Aluminium contributed US$242 million to profit before tax, up from US$233 million, an increase of 3.9% compared with the corresponding period.

The increase in profit before tax was mainly attributable to improved operational cost performance at Hillside, Worsley and Alumar, resulting from increased production and reduced maintenance costs. Increased production at Hillside and Worsley was mainly attributable to the continued success of Operating Excellence projects and increased production at Alumar was due to the end of power restrictions in Brazil. Lower maintenance costs at Hillside were mainly a result of a lower number of pots being relined in the current period, combined with the absence of the net costs associated with the September 2001 power outage. The weakening of the Rand/US$ and Brazilian Real/US$ average exchange rates also had a favourable impact on operating costs.

These factors were partially offset by foreign exchange losses arising on conversion of Rand denominated tax provisions at balance date, compared with foreign exchange gains in the corresponding period. The lower average LME price for aluminium, down US$17 per tonne or 1.3% to US$1,332 per tonne and the strengthening of the A$/US$ exchange rate also had an unfavourable impact on profits.

Base Metals

Base Metals contributed US$53 million to profit before tax, up from US$51 million, an increase of 3.9% compared with the corresponding period.

The increase in profits was mainly attributable to lower exploration expense with US$38 million relating to the write off of La Granja included in the corresponding period. Also contributing to the increase in profits was the higher average realised copper price at US$0.68 per lb, for the half year ended 31 December 2002, compared to US$0.65 per lb in the corresponding period. Profits also benefited from a full six months of operations from Antamina. Commercial production at Antamina commenced in October 2001.

These factors were partially offset by increased unit costs at Escondida due to the ramp-up of Phase IV production and lower existing plant throughput resulting from maintenance outages. Production cutbacks at Escondida and Tintaya (Peru) were partially offset by the completion of the Phase IV expansion in October 2002.

Carbon Steel Materials

Carbon Steel Materials contributed US$490 million to profit before tax, down from US$550 million, a decrease of 10.9% compared with the corresponding period.

The decrease in profits was mainly attributable to the unfavourable impact of stronger A$/US$ exchange rates on operating costs compared to the corresponding period. Lower iron ore prices, following the contract settlements announced in May 2002, also unfavourably impacted profits.

These factors were partially offset by continued strong demand for Western Australian iron ore from Asian markets, which resulted in record production and shipping during the December 2002 half year. Increased demand during the current half year for Samarco (Brazil) pellets also had a favourable impact on profits.

Diamonds and Specialty Products

Diamonds and Specialty Products contributed US$84 million to profit before tax, down from US$144 million, a decrease of 41.7% compared with the corresponding period.

The decrease in profit before tax was mainly attributable to foreign exchange losses arising from conversion of Rand denominated tax provisions and debt at balance date, compared with foreign exchange gains in the corresponding period. Profits were also unfavourably impacted by lower average realised diamond prices (down 28%) as a result of a change in product mix compared with the corresponding period and during the current period Integris' volumes have been adversely affected by market conditions in North America.

These factors were partially offset by increased diamond production, mainly due to increased plant throughput and processing efficiencies. Cost efficiencies were achieved by Integris Metals (US) subsequent to the merger of BHP Billiton's and Alcoa Metals' metals distribution businesses on 1 November 2001.

Energy Coal

Energy Coal contributed US$94 million to profit before tax, down from US$391 million, a decrease of 76.0% compared with the corresponding period.

The decrease in profits was primarily due to the foreign exchange losses arising from conversion of Rand denominated monetary liabilities at balance date, compared with foreign exchange gains in the corresponding period, and a significant decline in export market prices. The divestment of PT Arutmin in November 2001 and the closure of the Rietspruit mine in May 2002 had an unfavourable impact on profits with both the exclusion of the results of these operations in the current period and the profit on sale of PT Arutmin recorded in the corresponding period. The unit cost impact from lower Colombian production volumes in response to depressed European market conditions, higher depreciation charges as a result of a review of asset lives and inflationary pressure on costs in South Africa and Colombia also had an unfavourable impact on profits.

These factors were partially offset by higher sales volumes at Ingwe (South Africa) and Hunter Valley (Australia), the inclusion of profits from the additional share of the Cerrejon Zona Norte operation and cost improvement initiatives across all Energy Coal operations.

Stainless Steel Materials

Stainless Steel Materials contributed US$58 million to profit before tax, compared with a loss of US$25 million in the corresponding period.

The increase in profits was driven by higher realised prices for nickel, up by 29%. In addition, a 12% increase in ferrochrome production, associated with the restart of idle furnaces in the period in response to increasing market demand, and a 15% increase in nickel production reflecting the continued ramp-up of production from Cerro Matoso Line 2 (Colombia) improved results. Benefits from ongoing improvement programs at both Cerro Matoso and QNI (Australia) and the impact of the weaker average Rand/US$ exchange rates on operating costs also had a favourable impact on profits.

Group and Unallocated

Corporate overheads for the half year decreased by US$24 million (after taking account of inflation and exchange impacts) to US$100 million. Losses on legacy A$/US$ currency hedging also decreased to US$95 million from US$176 million in the corresponding period, which were partly offset by the unfavourable impact of one-off items.

 

Equity Minority Interests

The share of net profit or loss attributable to equity minority interests was US$17 million compared with US$22 million in the corresponding period.

Dividend

On 4 December 2002, a dividend of 7.0 US cents per share was paid to BHP Billiton Limited and BHP Billiton Plc shareholders, which represents an increase of 7.7% compared with the corresponding period. The BHP Billiton Limited dividend was fully franked for Australian taxation purposes.

Dividends for the BHP Billiton group are determined and declared in US dollars. However, BHP Billiton Limited dividends are mainly paid in Australian dollars and BHP Billiton Plc dividends are mainly paid in sterling to shareholders on the UK section of the register and South African rand to shareholders on the South African section of the register.

Capital Management

The Group's inaugural Eurobond issue, under the US$1.5 billion Euro Medium Term Note programme established in June 2002, took place in early October 2002. The issue of Euro 750 million five year notes, which were swapped into US dollars, was oversubscribed and priced at the lower end of market expectations. The success of this issue, in light of the then prevailing market conditions, is a clear reflection of the Group's strong credit profile.

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.

In October 2002, Moody's Investor Services upgraded the 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 our continued focus on maintaining disciplined financial policies. Standard & 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.

Merger Benefits and Further Cost Savings

During the year ended 30 June 2002, merger benefits (before one-off costs) of US$220 million were delivered. A further US$65 million of merger-related benefits have been achieved during the six months to 31 December 2002, bringing the total to US$285 million. This exceeds our target for merger synergies, set at the time of the merger, of US$270 million by the end of financial year 2003, and has been achieved six months ahead of schedule. One-off costs of US$130 million in total were incurred to deliver these on-going annual benefits, US$15 million of which were incurred in the current period.

A further target, to achieve additional annual cost savings and efficiency gains of US$500 million by June 2005, was set in our Strategic Framework last April. This target, to be measured by looking at commodity based unit costs using the year ended 30 June 2001 as the base year, will be delivered through the continuation of our Operating Excellence programme and productivity improvements, ongoing strategic sourcing and marketing initiatives. During the six months to December 2002, we achieved savings and efficiency gains of US$70 million in addition to the merger benefits set out above, largely as a result of Operating Excellence initiatives in our Aluminium, Base Metals and Stainless Steel Materials CSGs and other productivity gains in our Aluminium and Diamonds and Specialty Products CSGs.

Cash Flows

Net operating cash flows (after interest and tax) remained strong at US$1,189 million.

Expenditure on growth projects and investments amounted to US$1,020 million, including Petroleum projects in the Gulf of Mexico, the Mt Arthur North energy coal project in Australia, the ROD oil and Ohanet wet gas projects in Algeria, the Mining Area C, Yandi and Port and Capacity Expansion (PACE) iron ore projects in Australia, the Hillside 3 expansion in South Africa and the Mozal 2 expansion in Mozambique. Maintenance capital expenditure was US$223 million and exploration expenditure was US$130 million. These outflows were offset by the proceeds on demerger of the Group's Steel business of US$272 million, proceeds on the sale of the residual 6% share in BHP Steel after demerger of US$75 million, the repayment of loans by equity accounted associates of US$90 million, and proceeds from sale of property plant and equipment totalling US$33 million, contributed to an investing cash outflow of US$903 million. Whilst not reflected in cash flows, US$232 million of debt was retained by BHP Steel upon demerger.

After dividend payments of US$855 million (up from US$815 million in the prior half year), financing cash outflows were US$536 million.

Net debt comprises US$7,937 million of total debt offset by US$874 million of cash, including money market deposits.

Financial Ratios

At 31 December 2002 BHP Billiton's gearing ratio was 36.7% compared to 33.7% at 30 June 2002.

Based on earnings before interest and tax (EBIT), interest cover for the half year was 7.3 times compared to 7.2 times for the half year ended 31 December 2001. Based on earnings before interest, tax and depreciation (EBITDA), interest cover for the half year was 11.4 times compared with 10.4 times in the corresponding period.

Profit from ordinary activities before tax as a percentage of revenue was 17.5% for the half year ended 31 December 2002 compared with 19.2% for the corresponding period.

Net profit as a percentage of equity was 15.0% for the half year ended 31 December 2002 compared to 18.6% in the corresponding period.

Net tangible assets per fully paid share were US$1.84 as at 31 December 2002 compared with US$2.01 as at 31 December 2001.

Outlook

In general, London Metals Exchange commodity prices showed improvement during the December 2002 quarter. Prices continued to show some improvement in the opening weeks of calendar 2003. Prices for oil have risen as a result of the ongoing uncertainty in the Middle East and Venezuela, while steel making raw materials are well positioned to benefit from strong North East Asian and, in particular, Chinese demand.

The global economy continues to encounter both economic and geo-political tensions. Despite continued buoyancy in China, the Organisation for Economic Cooperation and Development (OECD) leading indicator is signalling continued weakness in global industrial production.

In the short term, the uncertainty regarding developments in the Middle East, continued high oil prices and weak global equity markets are weighing heavily on consumer and business sentiment with the latter delaying the new investment spending and employment growth needed before there will be any sustained improvement in the world economy. Demand in China, an important influence on many of our products, continues to be strong.

Despite this uncertain outlook, our diversified portfolio of high quality assets provides relatively stable cashflows, leaving us well placed to continue to invest in value adding opportunities and to prosper from any uptick in economic activity.

Significant Events After End of Half Year

No matter or circumstance has arisen since the end of the half year that significantly affected or may significantly affect the operations, the results of operations or state of affairs of the Group in subsequent financial periods.

 

BOARD OF DIRECTORS

The Directors of the Company in office during or since the end of the half year are:

Mr D R Argus - Chairman since April 1999 (on the Board of Directors since November 1996)

Mr D A Crawford - a Director since May 1994

Mr M A Chaney - a Director since May 1995

Dr D A Jenkins - a Director since March 2000

Dr J M Schubert - a Director since June 2000

Mr C W Goodyear - an Executive Director since November 2001

Mr B P Gilbertson - an Executive Director since June 2001, resigned 5 January 2003

Dr D C Brink - a Director since June 2001

Mr C A Herkstroter - a Director since June 2001

Lord Renwick of Clifton - a Director since June 2001

Dr John Buchanan - a Director since February 2003

On 24 February 2003, the Board announced the appointment of Mr Miklos Salamon as an Executive Director to the Board of Directors, with immediate effect.

ROUNDING OF AMOUNTS

The Company is a company of a kind referred to in Class Order No. 98/0100 dated 10 July 1998 issued by the Australian Securities and Investments Commission. Amounts in this report, unless otherwise indicated, have been rounded in accordance with that Class Order to the nearest million dollars.

Signed in accordance with a resolution of the Board.

 

D R Argus
Chairman

Dated in Melbourne this 24th day of February 2003.

 

 

Interim Condensed Financial Statements

For The Half Year Ended 31 December 2002

Statement of Financial Performance

For the half year ended 31 December 2002



Notes

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001

US$M (a)

Revenue from ordinary activities

     

Sales revenue

4

7 056

8 067

Other revenue

4

221

758

 

8

7 277

8 825

deduct

     

Expenses from ordinary activities, excluding depreciation, amortisation and borrowing costs

5

5 140

6 136

add

     

Share of net profit of associated entities accounted for using the equity method


10


89


150

   

2 226

2 839

deduct

     

Depreciation and amortisation

6

807

884

Borrowing costs

7

144

259

Profit from ordinary activities before income tax

8

1 275

1 696

deduct

     

Income tax expense attributable to ordinary activities

 

367

497

Net profit

 

908

1 199

deduct

     

Outside equity interests in net profit of controlled entities

 

17

22

Net profit attributable to members of the BHP Billiton Group

 

891

1 177

Net exchange fluctuations on translation of foreign currency net assets and foreign currency interest bearing liabilities net of tax

 

39

26

Total direct adjustments to equity attributable to members of the BHP Billiton Group

 

39

26

Total changes in equity other than those resulting from transactions with owners

 

930

1 203

Basic earnings per share (US cents) (a) (b)

 

14.4

19.5

Diluted earnings per share (US cents) (a) (b)

 

14.3

19.5

(a) Effective July 2002, the BHP Steel business was demerged from the BHP Billiton Group. The Statement of Financial Performance for the half year ended 31 December 2001 includes results pertaining to BHP Steel. Refer note 3 "Discontinued Operations".

(b) Basic earnings per share are calculated based on 6 201 million (31 December 2001: 6 024 million) weighted average number of shares. Diluted earnings per share are calculated based on 6 219 million (31 December 2001: 6 040 million) weighted average number of shares.

Under the terms of the DLC merger, the rights to dividends of a holder of an ordinary share in BHP Billiton Plc and a holder of an ordinary share in BHP Billiton Limited are identical. Consequently, earnings per share has been calculated on the basis of the aggregate number of ordinary shares ranking for dividend. The weighted average number of shares used for the purposes of calculating basic earnings per share is calculated after deduction of the shares held by the share repurchase scheme and the Billiton Employee Share Ownership Trust.

The weighted average diluted number of ordinary shares has been adjusted for the effect of Employee Share Plan options, Executive Share Scheme partly paid shares and Performance Rights to the extent they were dilutive at balance date. Refer note 13 for details of shares issued under these plans.

The accompanying notes form part of these interim condensed financial statements.

Statement of Financial Position

As at 31 December 2002

   

As at
31 December 2002

As at
30 June 2002

As at
31 December 2001

 

Notes

US$M

US$M (a)

US$M (a)

Current assets

       

Cash assets

16

874

1 499

661

Receivables

 

2 126

2 294

2 048

Other financial assets

 

107

117

175

Inventories

 

1 294

1 509

1 550

Other assets

 

163

108

155

Total current assets

 

4 564

5 527

4 589

Non-current assets

       

Receivables

 

804

889

661

Investments accounted for using the equity method

 


1 538


1 505


1 492

Other financial assets

 

480

581

505

Inventories

 

51

80

77

Property, plant and equipment

 

16 086

17 304

16 813

Exploration, evaluation and development expenditure


11


2 180


2 180


1 820

Intangible assets

 

488

513

536

Deferred tax assets

 

434

480

422

Other assets

 

834

803

717

Total non-current assets

 

22 895

24 335

23 043

Total assets

 

27 459

29 862

27 632

Current liabilities

       

Payables

 

2 072

2 435

1 885

Interest bearing liabilities

 

1 269

1 797

1 217

Tax liabilities

 

354

493

270

Other provisions

 

609

1 116

512

Total current liabilities

 

4 304

5 841

3 884

Non-current liabilities

       

Payables

 

112

121

131

Interest bearing liabilities

 

6 668

6 383

6 807

Deferred tax liabilities

 

1 365

1 600

1 355

Other provisions

 

2 802

2 764

2 462

Total non-current liabilities

 

10 947

10 868

10 755

Total liabilities

 

15 251

16 709

14 639

Net assets

 

12 208

13 153

12 993

Equity

       

Contributed equity - BHP Billiton Limited

12

1 759

3 143

3 065

Called up share capital - BHP Billiton Plc

12

1 752

1 752

1 752

Reserves

 

334

471

479

Retained profits

14

8 055

7 455

7 369

Total BHP Billiton interest

 

11 900

12 821

12 665

Outside equity interest

 

308

332

328

Total equity

15

12 208

13 153

12 993

(a) Effective July 2002, the BHP Steel business was demerged from the BHP Billiton Group. The Statement of Financial Position as at 31 December 2001 and 30 June 2002 include BHP Steel assets and liabilities accordingly. Refer note 3 "Discontinued Operations".

The accompanying notes form part of these interim condensed financial statements.

Statement of Cash Flows

For the half year ended 31 December 2002

   

Half year ended
31 December 2002

Half year ended
31 December 2001

 

Notes

US$M

US$M (a)

Cash flows related to operating activities

     

Receipts from customers

 

6 928

8 411

Payments to suppliers, employees, etc.

 

(5 228)

(6 480)

Dividends received

 

84

69

Interest received

 

6

47

Borrowing costs

 

(170)

(298)

Other

 

109

134

Operating cash flows before income tax

 

1 729

1 883

Income taxes paid net of refunds received

 

(540)

(400)

Net operating cash flows

 

1 189

1 483

Cash flows related to investing activities

     

Purchases of property, plant and equipment

 

(1 191)

(1 080)

Exploration expenditure

 

(130)

(202)

Purchases of investments and funding of joint ventures

 

(52)

(47)

Purchases of, or increased investment in, controlled entities and joint venture interests net of their cash

 

-

(45)

Investing cash outflows

 

(1 373)

(1 374)

Proceeds from sale of property, plant and equipment

 

33

144

Proceeds from sale or redemption of investments

 

165

36

Proceeds from sale, or partial sale, of controlled entities and joint venture interests net of their cash

 

272

130

Net investing cash flows

 

(903)

(1 064)

Cash flows related to financing activities

     

Proceeds from ordinary share issues, etc.

 

147

31

Proceeds from interest bearing liabilities

 

2 878

3 659

Repayment of interest bearing liabilities

 

(2 695)

(3 511)

Redemption of secured Employee Share Plan program

 

-

(134)

Purchase of shares under Share Buy-Back program

 

-

(19)

Dividends paid

 

(855)

(815)

Other

 

(11)

11

Net financing cash flows

 

(536)

(778)

Net decrease in cash and cash equivalents

 

(250)

(359)

Cash and cash equivalents at beginning of the half year

 

990

998

Effect of foreign currency exchange rate changes on cash and cash equivalents

 


18


(6)

Cash and cash equivalents at end of the half year

16

758

633

(a) Effective July 2002, the BHP Steel business was demerged from the BHP Billiton Group. The Statement of Cash Flows for the half year ended 31 December 2001 includes cash flows pertaining to BHP Steel. Refer note 3 "Discontinued Operations".

The accompanying notes form part of these interim condensed financial statements.

Notes to Financial Statements

NOTE 1. BASIS OF PREPARATION OF INTERIM CONDENSED FINANCIAL STATEMENTS, DUAL LISTED COMPANY STRUCTURE AND ACCOUNTING POLICIES

Basis of preparation of interim financial statements

These statements are general purpose interim consolidated financial statements that have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Stock Exchange Listing Rules, Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and Urgent Issues Group Consensus Views, and give a true and fair view of the matters disclosed. These interim financial statements and reports should be read in conjunction with the annual financial statements for the year ended 30 June 2002 and any public announcements made by the BHP Billiton Group and its controlled entities during the half year in accordance with continuous disclosure obligations arising under the Corporations Act 2001 and Australian Stock Exchange Listing Rules. The notes to the financial statements do not include all information normally contained within the notes to an annual financial report.

Merger terms

On 29 June 2001, BHP Billiton Limited (previously known as BHP Limited), an Australian listed Company, and BHP Billiton Plc (previously known as Billiton Plc), a UK listed Company, entered into a Dual Listed Companies (DLC) merger. This was effected by contractual arrangements between the companies and amendments to their constitutional documents.

The effect of the DLC merger is that BHP Billiton Limited and its subsidiaries (the BHP Billiton Limited Group) and BHP Billiton Plc and its subsidiaries (the BHP Billiton Plc Group) operate together as a single economic entity (the BHP Billiton Group), with neither assuming a dominant role. Under the arrangements:

If either BHP Billiton Limited or BHP Billiton Plc proposes to pay a dividend to its shareholders, then the other Company must pay a matching cash dividend of an equivalent amount per share to its shareholders. If either Company is prohibited by law or is otherwise unable to declare, pay or otherwise make all or any portion of such a matching dividend, then BHP Billiton Limited or BHP Billiton Plc will, so far as it is practicable to do so, enter into such transactions with each other as the Boards agree to be necessary or desirable so as to enable both Companies to pay dividends as nearly as practicable at the same time.

The DLC merger did not involve the change of legal ownership of any assets of BHP Billiton Limited or BHP Billiton Plc, any change of ownership of any existing shares or securities of BHP Billiton Limited or BHP Billiton Plc, the issue of any shares or securities or any payment by way of consideration, save for the issue by each Company of one special voting share to a trustee company which is the means by which the joint electoral procedure is operated. In addition, to achieve a position where the economic and voting interests of one share in BHP Billiton Limited and one share in BHP Billiton Plc were identical, BHP Billiton Limited made a bonus issue of ordinary shares to the holders of its ordinary shares.

 

NOTE 1. BASIS OF PREPARATION OF INTERIM FINANCIAL STATEMENTS, DUAL LISTED COMPANY STRUCTURE AND ACCOUNTING POLICIES continued

Treatment of the DLC merger for accounting purposes

In accordance with the Australian Investments and Securities Commission (ASIC) Practice Note 71 'Financial Reporting by Australian Entities in Dual-Listed Company Arrangements', and an order issued by ASIC under section 340 of the Corporations Act 2001 on 2 September 2002, this interim report presents the financial results of the BHP Billiton Group as follows:

Accounting policies

Accounting standards and policies have been consistently applied by all entities in the BHP Billiton Group in the half year ended 31 December 2002 and are consistent with those applied in the half year ended 31 December 2001 and the full year ended 30 June 2002.

As a consequence of the enactment of Australian tax consolidation legislation and since the consolidated tax groups within the BHP Billiton Group have not notified the Australian Taxation Office at the date of signing this report of the implementation date for tax consolidation, BHP Billiton Group has applied UIG 39 "Effect of Proposed Tax Consolidation Legislation on Deferred Tax Balances".

 

NOTE 2. SIGNIFICANT ITEMS

Individually significant items (before outside equity interests) included within the BHP Billiton Group net profit are detailed below.

 

 

Gross
US$M

 

Tax
US$M

 

Net
US$M

Half year ended 31 December 2002

Loss upon sale of 6% interest in BHP Steel

(19)

-

(19)

Total by category

(19)

-

(19)

Discontinued Operations

(19)

-

(19)

Total by Customer Sector Group

(19)

-

(19)

No significant items are included in the results for the half year ended 31 December 2001.

 

NOTE 3. DISCONTINUED OPERATIONS


Effective July 2002, the BHP Steel business demerged from the BHP Billiton Group. The demerger of BHP Steel effectively brings to an end the BHP Billiton Group's involvement as a steel producer and follows the demerger of the OneSteel business in October 2000 and the disposal of other steel operations, such as the US West Coast Steel businesses in June 2000.


Prior to the demerger, BHP Steel was the leading steel company in Australia and New Zealand, specialising in the production of flat steel products, including slab, hot rolled coil, plate and value-added metallic coated and pre-painted steel products. The Company supplied customers in Australia, New Zealand, Asia, the US, Europe, the Middle East and the Pacific. Key steelmaking assets were the low-cost global scale Port Kembla Steelworks (Australia), BHP New Zealand Steel and North Star BHP Steel (US). A network of metallic coating and coil painting facilities operated in Australia, New Zealand and South East Asia.

The financial performance of the Discontinued Steel business (including the loss upon sale of 6% interest in BHP Steel retained by BHP Billiton), as included in the Statement of Financial Performance, is detailed as follows:

Discontinued Steel business

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

 

Financial Performance

   

Revenue from ordinary activities before interest income

75

1 157

Expenses from ordinary activities, excluding borrowing costs

(94)

(1 131)

Profit from ordinary activities before net borrowing costs and income tax

(19)

26

While the BHP Billiton Group operates its treasury function on a Group basis, certain financing arrangements not reported in the Steel segment can be attributed to the discontinued Steel operations. Not included within revenue from ordinary activities is interest income of US$6 million. The borrowing costs associated with attributable debt instruments was US$8 million. The income tax expense related to the discontinued operation, including the tax impact on financing arrangements included above, was US$3 million.

The contribution to Group cash flows of these businesses, before consideration of borrowing costs and income tax, as included in the Statement of Cash Flows, is detailed as follows:

Discontinued Steel business

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

 

Cash Flows

   

Net operating cash flows (excluding borrowing activities and income tax)

-

107

Net investing cash flows (a)

74

(5)

Net financing cash flows

-

25

Total cash flows provided by discontinued operations

74

127

(a) Includes US$75 million in proceeds from the sale of 6% of BHP Steel and US$1 million in costs associated with the sale.

 

NOTE 3. DISCONTINUED OPERATIONS continued

The attributable net assets of BHP Steel as included in the Statement of Financial Position is provided below. In addition, the net assets demerged in July 2002, which are equivalent to the balances held at 30 June 2002, are also provided, after allowing for the settlement of intercompany loans by BHP Steel to the BHP Billiton Group.

Discontinued Steel business

As at

As at

 

31 December 2002
US$M

30 June 2002
US$M

Financial Position (a)

   

Total assets

-

2 732

Total liabilities

-

(841)

Outside equity interests

-

(21)

Total equity

-

1 870

Net payments to the BHP Billiton Group by BHP Steel to settle intercompany loans (post 30 June 2002)

 

(294)

Net assets of BHP Steel

 

1 576

Elimination of intercompany profits in inventory

 

(9)

Attributable net assets of BHP Steel demerged

 

1 567

(a) Includes certain assets and liabilities (primarily cash, interest bearing liabilities and taxation provisions), which are not allocated to Steel for segment reporting purposes.

 

The impact on the BHP Billiton Group of the demerger of BHP Steel business in July 2002 was as follows:

NOTE 4. REVENUE FROM ORDINARY ACTIVITIES

 

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

 

Sales revenue

   

Sale of goods

6 823

7 896

Rendering of services

233

171

Total sales revenue

7 056

8 067

Other revenue

   

Interest income

29

51

Dividend income

14

18

Proceeds from sales of non-current assets

109

655

Management fees

1

2

Other income

68

32

Total other revenue

221

758

 

NOTE 5. EXPENSES FROM ORDINARY ACTIVITIES, EXCLUDING DEPRECIATION, AMORTISATION AND BORROWING COSTS

 

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

 

Employee benefits expense

769

1 000

Raw materials and consumables used

1 195

1 330

External services (including transportation)

1 336

1 311

Costs relating to trading activities

741

933

Changes in inventories of finished goods and work in progress

(97)

(128)

Net book value of non-current assets sold

116

599

Foreign losses/(gains) on external debt and tax balances

95

(328)

Resource rent tax

226

203

Rental expense in respect of operating leases

97

118

Government royalties paid and payable

162

138

Other

500

960

Total expenses from ordinary activities, excluding depreciation, amortisation and borrowing costs


5 140


6 136

NOTE 6. DEPRECIATION AND AMORTISATION

 

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

 

Depreciation relates to

   

Buildings

52

66

Plant, machinery and equipment

585

696

Mineral rights

65

50

Exploration, evaluation and development expenditure

76

45

Capitalised leased assets

3

4

Total depreciation

781

861

Amortisation relates to

   

Goodwill (not tax-effected)

26

23

Total amortisation

26

23

Total depreciation and amortisation

807

884

 

NOTE 7. BORROWING COSTS

 

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

Borrowing costs paid or due and payable

   

On interest bearing liabilities

193

270

On finance leases

2

4

Total borrowing costs

195

274

deduct

   

Amounts capitalised

51

15

Borrowing costs charged against net profit from ordinary activities

144

259

NOTE 8. SEGMENT RESULTS

Segment Revenue
US$M

Profit before tax (a)
US$M

 

Half year ended 31 December 2002

   

Petroleum

1 547

650

Aluminium

1 547

242

Base Metals

673

53

Carbon Steel Materials

1 647

490

Diamonds and Specialty Products

184

84

Energy Coal

855

94

Stainless Steel Materials

484

58

Group & unallocated items (b)

457

(262)

Net unallocated interest

29

(115)

Discontinued Operations (b)

75

(19)

Intersegment

(221)

-

BHP Billiton Group

7 277

1 275

 

Half year ended 31 December 2001

   

Petroleum

1 450

568

Aluminium

1 371

233

Base Metals

658

51

Carbon Steel Materials

1 527

550

Diamonds and Specialty Products

852

144

Energy Coal

1 220

391

Stainless Steel Materials

368

(25)

Group & unallocated items (b)

401

(57)

Net unallocated interest

49

(217)

Discontinued Operations (b)

1 189

58

Intersegment

(260)

-

BHP Billiton Group

8 825

1 696


(a) Before outside equity interests.

(b) For segment reporting, the results of operations formerly presented as the Steel segment have been split between Discontinued Operations and Continuing Operations. Discontinued Operations represents the part of the Steel business that was demerged in July 2002. Steel's Continuing Operations include the results of operations of Transport and Logistics, until 31 December 2001, and certain minor residual Steel assets and liabilities (that have not been demerged as part of BHP Steel) and are now included in Group and unallocated items.

 

NOTE 9. DIVIDENDS

 

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

BHP Billiton Limited (a)

   

Interim dividends paid

261

241

BHP Billiton Plc

   

Interim dividends paid

173

151

Total dividends paid or payable

434

392


(a) The dividend for the December 2002 half year of US$0.07 per share, paid on 4 December 2002, was fully franked (2001 - US$0.065 per share fully franked). For the purposes of AASB 1034, the Group has an adjusted franking account balance of US$176 million (A$310 million) at 31 December 2002. From 1 July 2002 the Australian Income Tax Assessment Act 1997 requires measurement of franking account balances based on the amount of income tax paid, rather than on after-tax profits. The current outlook is that dividends payable in the next twelve months will be fully franked.

 

NOTE 10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Ownership interest at BHP Billiton Group reporting date (a)

Contribution to operating profit after income tax

Material interests in associated entities

31 December 2002
%

31 December 2001
%

31 December 2002
US$M

31 December 2001
US$M

Samarco Mineracao S.A.

50

50

22

10

Minera Antamina S.A.

34

34

(3)

(6)

Cerrejon Coal Corporation (b)

33

(b)

8

13

Highland Valley Copper

34

34

(3)

7

Minera Alumbrera Limited

25

25

15

5

Other (c)

   

50

121

Total

   

89

150



(a) Ownership interest reflects the interest held at the end of the half years ended 31 December 2002 and 2001 respectively. The proportion of voting power held corresponds to ownership interest.

(b) At 31 December 2001 the BHP Billiton Group had an ownership interest of 33% in Carbones del Cerrejon S.A. and 17% in Carbones Zona Norte S.A. Following the BHP Billiton Group's acquisition of an interest in Intercor LLC in February 2002, the BHP Billiton Group's existing interest in Carbones del Cerrejon S.A. was merged into Intercor LLC, which was subsequently renamed Carbones del Cerrejon LLC, in November 2002. The activities of Carbones del Cerrejon LLC and Carbones Zona Norte S.A. are managed as an integrated operation referred to as Cerrejon Coal Corporation. The BHP Billiton Group has an effective ownership interest of 33% in Cerrejon Coal Corporation.

(c) Includes immaterial equity accounted associates and the Richards Bay Minerals joint venture owned 50% (2001: 50%).

 

NOTE 11. EXPLORATION, EVALUATION AND DEVELOPMENT EXPENDITURE CAPITALISED

 

As at
31 December 2002
US$M

As at
30 June 2002
US$M

As at
31 December 2001
US$M

Exploration, evaluation and development expenditures carried forward in areas of interest

     

- now in production

783

986

877

- in development stage but not yet producing (a)

999

852

572

- in exploration and/or evaluation stage (b)

398

342

371

Total exploration, evaluation and development expenditure capitalised

2 180

2 180

1 820

 

Half year ended
31 December 2002
US$M

Half year ended
31 December 2001
US$M

 

(a) Details of movement in expenditure capitalised in development stage but not yet producing

   

Balance at the beginning of the half year

852

393

Expenditure incurred during the half year

141

198

Transferred from exploration and/or evaluation

11

32

Transferred to production

-

(61)

Depreciation

(1)

(2)

Exchange fluctuations and other movements

(4)

12

Balance at the end of the half year

999

572

 

(b) Details of movement in expenditure capitalised in exploration and/or evaluation stage

   

Balance at the beginning of the half year

342

386

Expenditure incurred during the half year

141

208

Expenditure expensed during the half year

(83)

(172)

Transferred to development

(11)

(32)

Depreciation

(5)

(10)

Exchange fluctuations and other movements

14

(9)

Balance at the end of the half year

398

371

 

NOTE 12. CONTRIBUTED EQUITY AND CALLED UP SHARE CAPITAL

 

As at
31 December 2002
US$M

As at
30 June
2002
US$M

As at
31 December 2001
US$M

BHP Billiton Limited

     

Paid up contributed equity

     
       

3 741 863 290 ordinary shares fully paid
(30 June 2002: 3 724 893 687; 31 December 2001: 3 706 520 347) (a)


1 759


3 143


3 065

260 000 ordinary shares (30 June 2002: 320 000; 31 December 2001:
340 000) paid to A$1.40 (30 June 2002 A$0.71; December 2001: A$0.71) (b)

-

-

-

1 265 000 ordinary shares (30 June 2002: 2 305 000; 31 December 2001:
3 153 500) paid to A$1.36 (30 June 2002 A$0.67; December 2001: A$0.67) (b)

-

-

-

1 Special Voting Share (30 June 2002: 1; 31 December 2001: 1) (c)

-

-

-

 

1 759

3 143

3 065

 

Number of shares

31 December 2002

30 June
2002

31 December 2001

Movements in ordinary fully paid shares

     

Opening number of shares

3 724 893 687

3 704 256 885

3 704 256 885

Shares issued on exercise of Employee Share Plan options

14 610 650

22 955 508

5 716 946

Shares issued on exercise of Performance Rights

918 120

-

-

Partly paid shares converted to fully paid (b) (d)

1 440 833

1 815 916

681 138

Shares bought back and cancelled (e)

-

(4 134 622)

(4 134 622)

Closing number of shares

3 741 863 290

3 724 893 687

3 706 520 347

 

As at
31 December 2002
US$M

As at
30 June
2002
US$M

As at
31 December 2001
US$M

BHP Billiton Plc

     

Allotted, called up and fully paid share capital

     

2 468 147 002 ordinary shares of US$0.50 each (30 June 2002: 2 319 147 885; 31 December 2001: 2 319 147 885)

1 752

1 752

1 752

 

1 752

1 752

1 752

 

Number of shares

31 December 2002

30 June
2002

31 December 2001

Movements in ordinary fully paid shares

     

Opening number of shares

2 319 147 885

2 319 147 885

2 319 147 885

Bonus issue (a)

148 999 117

-

-

Closing number of shares

2 468 147 002

2 319 147 885

2 319 147 885

 

 

NOTE 12. CONTRIBUTED EQUITY AND CALLED UP SHARE CAPITAL continued

(a) Contributed equity decreased by US$1 456 million due to the demerger of BHP Steel Limited. 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. BHP Billiton Plc shareholders did not receive shares in BHP Steel Limited. To ensure the equality of treatment, BHP Billiton Plc shareholders received a bonus issue to reflect the market value of the BHP Steel shares being distributed. 148 999 117 bonus shares were issued to BHP Billiton Plc shareholders in July 2002.

(b) 60 000 shares (30 June 2002: 65 000, 31 December 2001: 45 000) paid to A$1.40 and 1 040 000 shares (30 June 2002: 1 351 500; 31 December 2001: 503 000) paid to A$1.36 were converted to fully paid during the half year ended 31 December 2002. There were no partly paid shares issued during the half years ended 31 December 2002 and 31 December 2001 or the year ended 30 June 2002. As a consequence of the BHP Steel Limited demerger, an instalment call of A$0.69 per share was made on partly paid shares which was then immediately replaced by the application of the capital reduction. During the period 1 January 2003 to 20 February 2003, 40 000 Executive Share Scheme partly paid shares were paid up in full and 4 320 261 fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Employee Share Plan options.

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

(d) The DLC Merger bonus issue was accrued for Executive Share Scheme partly paid shares issued in 1996 and 1997 and as a result the number of shares converted from partly paid to fully paid will not necessarily be on a 1:1 basis because the conversion of some partly paid shares also attract the issue of bonus shares.

(e) During the year ended 30 June 2002, BHP Billiton Limited repurchased 4 134 622 shares (31 December 2001: 4 134 622) at a weighted average price of A$8.83 per share (31 December 2001: A$8.83 per share), in accordance with its announced share buy-back program. 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.

 

NOTE 13. SHARE OPTIONS

BHP Billiton Group share options

The following tables relate to share options issued under the Employee Share Plan, performance rights issued under the Performance Share Plan, awards issued under the Restricted Share Scheme, awards issued under the Co-Investment Plan and performance shares issued under the Group Incentive Scheme. Unless otherwise indicated details of the Plans, including comparatives, are presented including, where applicable, a bonus element to which the participant became entitled with effect from 29 June 2001, as a result of the DLC merger.

Month of issue

Number Issued

Number of recipients

Number Exercised (a)

Shares issued on exercise

Number lapsed

Awards outstanding at balance date

Exercise Price A$ (b)

Exercise period


Employee Share Plan options (c)

September 2002

67 500

1

-

-

-

67 500

$8.26

Oct 2004 - Sept 2011

November 2001

6 870 500

113

138 587

138 587

187 413

6 544 500

$8.30

Oct 2004 - Sept 2011

November 2001

7 207 000

153

234 595

234 595

288 405

6 684 000

$8.29

Oct 2004 - Sept 2011

December 2000

3 444 587

67

81 500

168 306

15 432

3 260 849

$8.72

July 2003 - Dec 2010

December 2000

2 316 010

59

201 500

416 118

139 749

1 760 143

$8.71

July 2003 - Dec 2010

November 2000

1 719 196

44

106 500

219 933

136 675

1 362 588

$8.28

July 2003 - Oct 2010

November 2000

7 764 776

197

1 101 250

2 274 191

82 429

5 408 156

$8.27

July 2003 - Oct 2010

April 2000

61 953

3

-

-

-

61 953

$7.60

April 2003 - April 2010

April 2000

937 555

5

-

-

138 361

799 194

$7.60

April 2003 - April 2010

December 1999

413 020

1

-

-

-

413 020

$8.61

April 2002 - April 2009

December 1999

309 765

1

-

-

-

309 765

$7.50

April 2002 - April 2009

October 1999

123 906

6

50 000

103 255

20 651

-

$7.57

April 2002 - April 2009

October 1999

105 320

3

7 000

14 456

30 976

59 888

$7.57

April 2002 - April 2009

July 1999

206 510

1

-

-

-

206 510

$7.60

April 2002 - April 2009

April 1999

44 474 822

45 595

5 887 700

12 158 689

19 894 970

12 421 163

$6.93

April 2002 - April 2009

April 1999

16 901 398

944

2 522 800

5 209 834

6 231 749

5 459 815

$6.92

April 2002 - April 2009

April 1998

366 555

16

72 500

149 719

-

216 836

$6.45

April 2001 - April 2003

April 1998

289 114

23

113 000

233 356

10 326

45 432

$6.44

April 2001 - April 2003

November 1997

3 261 619

3 501

1 206 000

2 490 509

771 110

-

$6.84

Nov 2000 - Nov 2002

November 1997

16 336 800

16 411

6 614 100

13 658 778

2 678 022

-

$6.84

Nov 2000 - Nov 2002

October 1997

11 234 144

511

5 349 500

11 047 252

186 892

-

$6.73

Oct 2000 - Oct 2002

October 1997

8 243 879

379

3 788 500

7 823 631

420 248

-

$6.73

Oct 2000 - Oct 2002

July 1997

413 020

1

200 000

413 020

-

-

$8.49

July 2000 - July 2002

July 1997

816 747

36

326 000

673 222

143 525

-

$8.50

July 2000 - July 2002

           

45 081 312

   

 

NOTE 13. SHARE OPTIONS continued

Month of issue

Number Issued

Number of recipients

Number Exercised (a)

Shares issued on exercise

Number lapsed

Awards outstanding at balance date

Exercise Price A$ (b)

Exercise period

                 

Performance Rights (c) (d)

             

November 2001 (LTI)


4 770 800


110

188 117

188 117

236 983

4 345 700


-


Oct 2004 - Sept 2011

October 2001 (LTI)

162 200

2

-

-

-

162 200

-

Oct 2004 - Sept 2011

October 2001 (MTI)

222 892

6

-

-

-

222 892

-

Oct 2003 - Mar 2006

December 2000 (LTI)

387 601

11

-

-

-

387 601

-

July 2003 - Dec 2010

November 2000 (LTI)

4 143 278

104

673 111

1 390 042

169 385

2 583 851

-

July 2003 - Oct 2010

March 1999 (LTI)

2 141 100

1

1 000 000

2 141 100

-

-

-

Mar 1999 - Mar 2009

           

7 702 244

   

Restricted Share Scheme (c) (d)

November 2001 (Share awards)

274 914

1

-

-

-

274 914

-

8 Nov 2004

October 2001 (Share awards)

4 178 100

197

51 320

51 320

222 880

3 903 900

-

1 Oct 2004

October 2001 (Options)

863 000

41

1 833

1 833

11 367

849 800

-

Oct 2004 - Sept 2008

5 028 614

Co-Investment Plan (c) (d)

November 2001

94 851

1

-

-

-

94 851

-

Nov 2003 - Apr 2006

October 2001

866 791

125

6 131

6 131

15 505

845 155

-

Oct 2003 - Mar 2006

940 006

Group Incentive Scheme Performance Shares (e)

November 2002

11 477 011

645

-

-

17 250

11 459 761

-

30 June 2005

11 459 761


(a) Represents the number of options and Performance Rights exercised or lapsed, and has not been adjusted to take into account the bonus shares issued on exercise of options.

(b) Although the exercise price of options was not affected by the bonus issue of shares, the exercise prices for options as stated have been adjusted to take into account the bonus issue of shares, which took effect 29 June 2001. Exercise prices were also reduced, where applicable, by A$0.66 (pre bonus issue) following the OneSteel Limited spin-out on 31 October 2000 and by A$0.69 following the BHP Steel Limited spin-out on 1 July 2002.

(c) Further details of the Plans can be found in note 31 of the "BHP Billiton Limited Combined Financial Statements 2002".

(d) Shares issued on exercise of Performance Rights and awards under the Restricted Share Scheme and Co-Investment Plan include shares purchased on market.

(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 conditions. The Performance Shares granted are subject to meeting the three-year Total Shareholder Return and Earnings Per Share performance conditions as set out below. The exercise period for the Performance Shares will be from the date the performance conditions are met (if at all) to the date, which is three years after the start of the exercise period. The exercise or award of Performance Shares granted will be based on Earnings Per Share (EPS) growth and Total Shareholders Return (TSR) during the period from 1 July 2002 to 30 June 2005 (the Performance Period). Both EPS growth targets and minimum TSR targets will need to be reached in order for the conditions to be satisfied. The EPS growth threshold will be satisfied if the compound EPS growth for the Group during the Performance Period is equal to or greater than the higher of the increase in the Australian Consumer Price Index or the increase in the United Kingdom Retail Price Index, plus 2 per cent per annum, over the Performance Period. The TSR threshold is based on whether the total shareholder return achieved by the peer group companies is greater than the total shareholder return achieved by BHP Billiton Limited and BHP Billiton Plc 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.

 

NOTE 14. RETAINED PROFITS

 

Half year ended
31 December 2002

Half year ended
31 December 2001

 

US$M

US$M

Balance at the beginning of the half year

7 455

6 526

Dividends provided for or paid (a)

(434)

(392)

Aggregate of amounts transferred from reserves

143

77

BHP Billiton Limited share buy-back program (b)

-

(19)

Net profit

891

1 177

Balance at the end of the half year

8 055

7 369

(a) Refer note 9.

(b) Refer note 12 (e).

 

NOTE 15. TOTAL EQUITY

 

Half year ended
31 December 2002

Half year ended
31 December 2001

 

US$M

US$M

Balance at the beginning of the half year

13 153

12 232

Total changes in equity recognised in the Statement of Financial Performance

930

1 203

Transactions with owners - contributed equity

72

26

Dividends (a)

(434)

(392)

BHP Billiton Limited share buy-back program (b)

-

(19)

BHP Steel demerger (c)

(1 489)

-

Total changes in outside equity interests

(24)

(57)

Balance at the end of the half year

12 208

12 993

(a) Refer note 9.

(b) Refer note 12 (e).

(c) The BHP Steel business was demerged in July 2002 with a capital reduction of US$1 489 million, including approximately US$17 million of costs directly associated with the demerger. The capital reduction decreased Contributed equity by US$1 456 million and Reserves by US$33 million.

 

NOTE 16. NOTES TO THE STATEMENT OF CASH FLOWS

For the purpose of the Statement of Cash Flows, cash is defined as cash and cash equivalents. Cash equivalents include highly liquid investments, which are readily convertible to cash, bank overdrafts and interest bearing liabilities at call.

 

As at
31 December 2002
US$M

As at
30 June
2002
US$M

As at
31 December 2001
US$M

Reconciliation of cash

     

Cash and cash equivalents comprise:

     

Cash assets

     

Cash

567

1 199

485

Short-term deposits

307

300

176

Total cash assets

874

1 499

661

Bank overdrafts (a)

(116)

(509)

(28)

Total cash and cash equivalents

758

990

633

 

 

Half year ended
31 December
2002
US$M

Half year ended
31 December
2001
US$M

Non-cash financing and investing activities

   
     

Disposal of North American Metals Distribution assets to Integris Joint Venture

-

341

Employee Share Plan loan instalments (b)

2

12

(a) Included in the Statement of Financial Position as Interest Bearing Liabilities (Current)

(b) The Employee Share Plan loan instalments represent the repayment of loans outstanding with the BHP Billiton Group, by the application of dividends.

Disposal of Controlled Entities

Effective July 2002, the BHP Steel business demerged from the BHP Billiton Group. Refer note 3 "Discontinued Operations" for the details of the effect of the demerger. The inflow of cash as a result of the sale (net of cash disposed) was US$272 million.

During the half year ended 31 December 2001, BHP Billiton sold its investment in PT Arutmin Indonesia for proceeds of US$140 million. The net assets of the entity sold at the time of disposal were US$76 million. BHP Billiton recognised a profit on sale of PT Arutmin Indonesia of US$64 million during the half year ended 31 December 2001. The inflow of cash as a result of the sale (net of cash disposed) was US$141 million.

 

NOTE 17. CONTINGENT LIABILITIES AND CONTINGENT ASSETS

There have been no material changes in contingent liabilities or contingent assets that existed at 30 June 2002.

 

NOTE 18. SIGNIFICANT EVENTS AFTER END OF HALF YEAR

No matters or circumstances have arisen since the end of the half year that have significantly affected, or may significantly affect, the operations, results of operations or state of affairs of the BHP Billiton Group in subsequent accounting periods.

 

NOTE 19. STATEMENT OF FINANCIAL POSITION - AUSTRALIAN DOLLARS

For the convenience of the reader, an Australian dollar Statement of Financial Position of the BHP Billiton Group is detailed below. A convenience translation of amounts from US dollars into Australian dollars has been made at an exchange rate of US$0.5666 = A$1 at 31 December 2002, US$0.5664 = A$1 at 30 June 2002 and US$0.5114 = A$1 at 31 December 2001. These rates of exchange are based on the Hedge Settlement Rate ('HSR') on the last day of each financial period respectively. The HSR is calculated as the average of the spot US$/A$ rates of exchange quoted at 9.45am each business day by the top licenced foreign exchange dealers in the Australian market and is used as the basis for settling hedge contracts maturing on that day.

As at
31 December 2002

A$M

As at
30 June 2002

A$M

As at
31 December 2001

A$M

Current assets

     

Cash assets

1 542

2 646

1 293

Receivables

3 752

4 050

4 004

Other financial assets

189

207

342

Inventories

2 284

2 664

3 032

Other assets

288

191

303

Total current assets

8 055

9 758

8 974

Non-current assets

     

Receivables

1 419

1 570

1 293

Investments accounted for using the equity method

2 715

2 657

2 917

Other financial assets

847

1 026

987

Inventories

90

141

150

Property, plant and equipment

28 390

30 551

32 877

Exploration, evaluation and development expenditure

3 848

3 849

3 560

Intangible assets

861

905

1 047

Deferred tax assets

766

847

826

Other assets

1 472

1 418

1 401

Total non-current assets

40 408

42 964

45 058

Total assets

48 463

52 722

54 032

Current liabilities

     

Payables

3 657

4 300

3 685

Interest bearing liabilities

2 239

3 172

2 380

Tax liabilities

625

870

527

Other provisions

1 075

1 970

1 001

Total current liabilities

7 596

10 312

7 593

Non-current liabilities

     

Payables

198

214

257

Interest bearing liabilities

11 769

11 269

13 310

Deferred tax liabilities

2 409

2 825

2 649

Other provisions

4 945

4 880

4 815

Total non-current liabilities

19 321

19 188

21 031

Total liabilities

26 917

29 500

28 624

Net assets

21 546

23 222

25 408

Equity

     

Contributed equity - BHP Billiton Limited

3 105

5 549

5 994

Called up share capital - BHP Billiton Plc

3 092

3 093

3 426

Reserves

589

832

937

Retained profits

14 216

13 162

14 410

Total BHP Billiton interest

21 002

22 636

24 767

Outside equity interest

544

586

641

Total equity

21 546

23 222

25 408

 

Directors' Declaration

I, Don R Argus being a Director of BHP Billiton Limited state on behalf of the Directors and in accordance with a resolution of the Directors that, in the opinion of the Directors -

(a) the accompanying financial statements set out on pages 9 to 26 are drawn up so as to give a true and fair view of the financial position as at 31 December 2002, and the performance for the half year ended 31 December 2002 of the Company;

(b) the interim consolidated financial statements have been made out in accordance with Australian Accounting Standard AASB1029: "Half Year Accounts and Consolidated Accounts" and other mandatory professional reporting requirements; and

(c) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

D R Argus
Director


Dated in Melbourne this 24th day of February 2003


Independent review report to the members of BHP Billiton Limited

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim condensed financial report, set out on pages 9 to 27 is not presented in accordance with:

This statement must be read in conjunction with the following explanation of the scope and summary of our role as auditor.

Scope and summary of our role

The financial report - responsibility and content

The preparation of the financial report for the half-year ended 31 December 2002 is the responsibility of the directors of BHP Billiton Limited.

The auditor's role and work

We conducted an independent review of the financial report in order for, and only for, the Company to lodge the financial report with the Australian Securities & Investments Commission. Our review has been undertaken so that we might state to the members of the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the members of the Company for our review work, for this report, or for the conclusions we have reached. Our role was to conduct the review in accordance with Australian Auditing Standards applicable to review engagements. Our review did not involve an analysis of the prudence of business decisions made by the directors or management.

This review was performed in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the interim condensed financial report does not present fairly a view in accordance with the Corporations Act 2001 in Australia, Accounting Standard AASB 1029: Interim Financial Reporting and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001, which is consistent with our understanding of the Group's financial position, and its performance as represented by the results of its operations and cash flows.

The review procedures performed were limited primarily to inquiries of company personnel and analytical procedures applied to financial data. The review has not involved a study and evaluation of internal accounting controls, tests of accounting records or tests of responses to inquiries by obtaining corroborative evidence from inspection, observation or confirmation. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit, and accordingly, we do not express an audit opinion.

 

Independent review report to the members of BHP Billiton Limited continued

Independence

As auditor, we are required to be independent of the Group and free of interests which could be incompatible with integrity and objectivity. In respect of this engagement, we followed the independence requirements set out by The Institute of Chartered Accountants in Australia, the Corporations Act 2001 and the Auditing and Assurance Standards Board.

In addition to our statutory audit and review work, we were engaged to undertake other services for the Group. In our opinion the provision of these services has not impaired our independence.

 

 

PricewaterhouseCoopers
Geoffrey M. Cottrell                         Melbourne
Partner                                           24 February 2003


KPMG
William J. Stevens                           Melbourne
Partner                                           24 February 2003

 

__________________________________________________________________

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 LIMITED
/s/ KAREN WOOD
_____________________

Karen Wood
Title: Company Secretary
Date: 24 February 2003