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estimated reserves;

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plans, strategies and objectives of management;

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closure or divestment of certain operations or facilities (including associated costs);

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anticipated production or construction commencement dates;

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expected costs or production output;

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the anticipated productive lives of projects, mines and facilities; and

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contingent liabilities.

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(a)

The calculation of the number of ordinary shares used in the computation of basic earnings per share is the aggregate of the weighted average number of ordinary shares outstanding during the period of BHP Billiton Plc and BHP Billiton Limited after deduction of the number of shares held by the Billiton share repurchase scheme and the Billiton Employee Share Ownership Trust and adjusting for the BHP Billiton Limited bonus share issue. Included in the calculation of fully diluted earnings per share are the BHP Billiton Limited options and partly paid shares and the BHP Billiton Plc executive share awards.

(b)

Includes limited recourse finance and finance leases not repayable within 12 months.

(c)

Whilst the presentation of earnings per share excluding exceptional items is acceptable under UK GAAP, this presentation is not permitted under US GAAP. Profit and earnings per share before exceptional items are not measures of financial performance under US GAAP and should not be considered an alternative to, or more meaningful than income from operations, net income or cash flows as defined by US GAAP as a measurement of the BHP Billiton Group’s profitability or liquidity. All registrants do not calculate profit and earnings per share before exceptional items in the same manner, and accordingly, profit and earnings per share before exceptional items may not be comparable with other registrants. Refer to note 2 of the BHP Billiton Group’s financial statements for details of exceptional items that have been excluded.

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(a)

Includes equivalent dividends for Bonus Share Plan participation.

(b)

Comparative data has been adjusted to take into account the bonus share issue effective July 5, 2001.

(c)

All amounts are adjusted for stock dividends during the periods indicated.

(d)

Based on the weighted average number of shares on issue calculated as if the shares previously held by Beswick Pty Ltd were treated as treasury stock.

(e)

Assumes that, for the periods indicated, each ADS represents two Ordinary Shares.

(f)

Includes non-recourse finance and finance leases not repayable within 12 months.

(g)

Includes amounts held in the share premium reserve prior to the abolishment of par values on July 1, 1998.

(h)

Directors announced on December 17, 1999 that the financial year end for the BHP Billiton Limited Group would change from May 31 to June 30 with effect from June 30, 2000. Pursuant to Section 340 of the Australian Corporations Act, the Australian Securities and Investments Commission granted relief from the requirements of paragraph 323D(2)(b) of such Act permitting BHP Billiton Limited to change its financial period end and adopt a transitional 13 month financial year of June 1, 1999 to June 30, 2000. Additional transitional reporting information in relation to the one month ended June 30, 1999 and the 12 months ended June 30, 2000 is included in Note 52 to BHP Billiton Limited’s Annual Report for the year ended June 30, 2001.

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(a)

Based upon the weighted average number of shares on issue.

(b)

While the presentation of earnings per share excluding exceptional items is acceptable under UK GAAP, this presentation is not permitted under US GAAP. Profit and earnings per share before exceptional items are not measures of financial performance under US GAAP and should not be considered an alternative to, or more meaningful than income from operations, net income or cash flows as defined by US GAAP as a measurement of the BHP Billiton Group’s profitability or liquidity. All registrants do not calculate profit and earnings per share before exceptional items in the same manner, and accordingly, profit and earnings per share before exceptional items may not be comparable with other registrants. Refer to note 2 of the BHP Billiton Group’s financial statements for details of exceptional items that have been excluded.

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(1)

The average of the noon buying rates on the last day of each full month during the period.

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(1)

The amount of issued capital yet to be paid at June 30, 2002 was US$21 million for BHP Billiton Limited and nil for BHP Billiton Plc.

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world’s largest exporter of energy coal;

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world’s largest exporter of metallurgical coal for the steel industry;

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world’s third largest producer of iron ore;

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world’s third largest producer of copper;

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Western world’s fourth largest producer of primary aluminium; and

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world’s largest producer of manganese, chrome and ferroalloys.

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Aluminium (aluminium and alumina);

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Base Metals (copper, silver, zinc and lead);

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Carbon Steel Materials (metallurgical coal, iron ore and manganese);

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Stainless Steel Materials (chrome, nickel and ferroalloys);

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Energy Coal (energy coal);

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Diamonds and Specialty Products; and

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Petroleum (oil, gas and liquefied natural gas).

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(1)

A new segment, Diamonds and Specialty Products, has been created encompassing Diamonds, Titanium Minerals, Integris (metals distribution) and Exploration and Technology. This new segment reflects management responsibility for these businesses. As a consequence, the former Exploration, Technology and New Business and Other Activities segments ceased to exist and any remaining portions have been included in Group and Unallocated Items. In addition, HBI Venezuela and Ok Tedi, previously reported in Carbon Steel Materials and Base Metals, respectively, are now included in Group and Unallocated Items and Columbus Stainless Steel, previously reported in Other Activities, is now included in Stainless Steel Materials. Comparatives have been restated accordingly.

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(1)

Mine dilution and recovery are included in the reserve statements for each deposit.

(2)

Alumina as available alumina.

(3)

Approximate drill hole spacings used to classify the reserves are:

(4)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(5)

Worsley Alumina Pty Ltd (Worsley) and Lelydorp reserve tonnages are quoted on a dry basis.

(6)

Mineracao Rio de Norte washed reserve tonnages and grades are quoted on a nominal 5% moisture content basis.

(7)

Aluminium price used to test the economic viability of the ore reserves is US$1,477 per tonne.

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(1)

Our interest in Worsley increased from 30% to 86% effective January 2001.

(2)

Mozal produced its first metal in June 2000 and achieved full commissioning of its 253,000 tonnes per annum capacity in December 2000.

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a new in-pit ore crusher and conveyor to a new concentrator, which is planned to expand concentrating capacity by 110,000 tonnes per day to 235,000 tonnes per day;

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a new concentrate slurry pipeline from the new concentrator to the existing concentrator and refurbishment of an existing pipeline to the port at Coloso;

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additional concentrate filtration and storage capacity at Coloso;

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increases to the mining fleet to conduct the mining and related materials movements necessary to supply ore feed to the new Phase IV plant;

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modifications to the Coloso port facilities; and

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a new tailings disposal site.

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(2)

Metallurgical recoveries for the operations are:

(3)

Approximate drill hole spacings used to classify the reserves are:

(4)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(5)

%TCu means percent total copper and %SCu means percent soluble copper.

(6)

Change in the ore reserve tonnage compared to the previous statement results from the depletion through production, changes in the geological model, more rigorous resource classification, change in recovery factors due to the implementation of new long-term metallurgical performance predicitve models and recalculation of economic pit shells and associated cut-off grades, using current prices and costs. Previously reported low grade ore is now renamed “LG Float Ore”, a mixed ore reserve is reported for the first time, reflecting inclusion of this ore stream in the mine. The “LG Float Ore” has not already been mined and stockpiled; it is still in the ground. Mixed ore initially will be processed through the existing oxide leach facilities. The ultimate pit has been obtained by the use of proven and probable reserves only, excluding a large quantity of inferred resources from the pit optimization.

(7)

Tintaya sulphide production was temporarily halted in November 2001 as a reaction to oversupply in the global copper market, and the oxide operation was commissioned during the year.

(8)

The proved reserve includes 65 million tonnes at 0.4% Cu, 0.5 g/t Au of medium grade material stockpiled for future treatment.

(9)

Prices for the screen – traded metals used for ore reserves estimation are based on “current economics” defined as an average of the spot price over the last three years, including copper US$0.75 per pound, zinc US$0.45 per pound, lead US$0.22 per pound, silver US$4.45 per troy ounce and gold US$276 per troy ounce.

(10)

The proved reserve includes 5.7 million tonnes at 0.25 g/t Au, 20.72 g/t Ag and 0.3% Cu of material stockpiled for future treatment.

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(1)

Mine production figures for minerals refer to the total quantity of payable metal produced.

(2)

As production at Tintaya is driven by ore grade and hardness, the decrease in production from 2000 to 2001 was due to lower grades and softer ores in 2001.

(3)

Included from October 6, 2000, the effective date of the acquisition of Rio Algom Limited. Antamina commenced commercial production on October 1, 2001. For Rio Algom Mining, the full year’s production is included. In July 2002, we completed the sale of our Smith Ranch uranium mine and ceased operations at the remaining parts of Rio Algom Mining.

(4)

The decrease in production is mainly due to the decrease in head grades as the mine approaches the end of its life.

(5)

On February 8, 2002, we announced the completion of our withdrawal from the Ok Tedi copper and gold mine in Papua New Guinea and transferred our 52% interest to the PNG Sustainable Development Program Limited, an independent company, which now holds such interest for the benefit of the Western Province and the Independent State of Papua New Guinea.

(6)

The North American copper assets were placed on care and maintenance in June 1999. These assets, other than the San Manuel, Arizona mining facilities, continue on care and maintenance while producing a minor amount of copper cathode at some locations for a transitional period while various alternatives are evaluated. In January 2002, we announced the closure of the San Manuel, Arizona mining facilities and we are currently in the process of closing such facilities.

(7)

Cannington commenced concentrate production on October 17, 1997. The increases in production for all metals reflect de-bottlenecking improvements carried out over the period.

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(1)

The reserves presented for each joint venture include a combination of high grade (direct crusher feed) and low grade (usually requiring beneficiation). All tonnages are in wet metric tonnes except for Samarco, which is in dry metric tonnes.

(2)

The reserve grades listed refer to in-situ head grades, iron (Fe) and phosphorus (P). Western Australia Iron ore is marketed as lump (direct blast furnace feed) and fines (sinter plant feed). Samarco is marketed predominantly as direct reduction and blast furnace pellets.

(3)

Mining dilution has been taken into account in the estimation of reserves for all Western Australian iron ore operations. Mining recovery (not included in the reserve estimate) is variable from deposit to deposit but in general is around 95% except for Yandi JV, which is 100%. For Samarco the mine recovery is 96.5% (not included in the reserve estimate) of the stated diluted reserve and beneficiation plant recovery is 57 to 59%.

(4)

Metallurgical recovery is 100% for all of the West Australian iron ores except for the low-grade part of the Mt Newman JV (350 million tonnes) where the beneficiation plant recovery is 65%. For both Mt Newman JV and Jimblebar the recovery of screened low-grade lump is 70% and 55%, respectively.

(5)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(6)

Drill spacings used to classify proven and probable reserves for the West Australian Iron Ore deposits are between 100m by 50m and 200m by 100m. For Samarco the drill spacings used are 50m by 50m and 150m by 100m for proven and probable reserves, respectively.

(7)

The reserves presented for Mining Area C have been updated with the results from the feasibility study (February 2002). The project was approved for development on April 3, 2002.

(8)

Ore types are BKM – Brockman, MM – Marra Mamba, NIM – Nimingarra and CID – Channel Iron Deposit.

(9)

Prices to establish the economic viability of the iron ore reserves are based on current contract prices.

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(1)

Tonnages are on a dry basis. Mining dilution and recovery is included in the reserve estimate.

(2)

Mining method: OC = open-cut, UG = underground

(3)

No third party reserve audits have been undertaken in the last three years.

(4)

Metallurgical recovery for Wessels, Mamatwan and GEMCO varies with required market specifications.

(5)

For the South African manganese deposits, underground sampling and drill spacings of between 40m and 80m are used to classify proven and probable reserves. For Gemco, drill spacings of 60m by 120m and 120m by 120m are used for proven and probable reserves, respectively.

(6)

Prices to establish the economic viability of the manganese ore reserves are based on current contract prices.

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(1)

Mining method: OC = open-cut, UG = underground.

(2)

Recoverable coal reserve (metric tonnes) is the sum of proven and probable coal reserve estimates, which include allowances for diluting materials and for losses that occur when the coal is mined and are at the moisture content when mined. Marketable coal reserve (metric tonnes) are the tonnages of coal available, at specified moisture and quality, for sale after beneficiation of the recoverable coal reserves. Note that where the coal is not beneficiated the recoverable tonnes are the marketable tonnes.

(3)

Coal wash plant recovery:

(4)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(5)

Reserves are quoted on an air-dried qualities, as this is the basis they are sold on the international market. As received moisture bases range from 8% to 10%, depending on mine and product.

(6)

A drill spacing of 1,000m is used to classify proven reserves and 1,000m to 2,000m to classify probable reserves.

(7)

The unassigned, undeveloped coal reserves are based on feasibility studies.

(8)

Prices to establish the economic viability of the metallurgical coal reserves are based on current contract prices.

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(1)

Coal Type: Met – metallurgical, Th – thermal.

(2)

The figures for the two years ended June 30, 2002 for iron ore are reported in wet tonnes as opposed to historical, which is in dry tonnes. The equivalent wet tonnes for the prior years would be approximately 5% higher than the numbers shown above.

(3)

West Australian iron ore production was higher than 2001 due to increased product demand and success with marketing Yandi lump. Also note that the year 2002 and 2001 figures are in wet tonnes. The year 2000 13 months figures are in dry tonnes (note 3).

(4)

Spun-off as part of OneSteel Limited in October 2000, and therefore production can no longer be attributed to the BHP Billiton Group.

(5)

Production statistics relate to pellet feed and pellets. Samarco production was 25% lower than 2001 mainly due to lower market demands for pellets.

(6)

BHP Billiton interest is 50% from June 28, 2001 (previously CQCA joint venture 52.1% and Gregory joint venture 64.14%).

(7)

We acquired our share of South Blackwater in July 2001. South Blackwater is equally owned by BHP Billiton and Mitsubishi Development Pty Ltd. Effective January 2002, South Blackwater production is included in Blackwater.

(8)

We report the production from Gregory and Crinum on a combined basis since the beginning of 2001-2002.

(9)

BHP Mitsui Coal production shown on a 100% basis before 20% outside equity interest.

(10)

Sale of Moura Mine was effective August 20, 1999, and therefore production can no longer be attributed to the BHP Billiton Group.

(11)

Saleable production shown on a 100% basis. BHP Billiton interest in saleable production is 60%.

(12)

Boodarie Iron commenced operations in February 1999. Following rectification of initial technical difficulties production has progressively ramped up since late in 2000. In October 2001, four trains were operated simultaneously for the first time. On March 26, 2002 we announced that we had declared “force majeure” on sales contracts and some supply contracts at the plant. The declaration followed the suspension of work following a tube failure in a gas re-heating furnace. The plant was progressively brought back on line commencing on July 2002.

(13)

The production at HBI Venezuela commenced in May 2000. The plant experienced a range of technical, process and operational problems during startup. In March 2001, BHP Billiton Limited announced it was writing off its investment and would cease to fund the operation. The plant has continued to operate notwithstanding a severe shortage of operating funds which has limited the capacity of the plant and constrained the capability to operate multiple trains simultaneously.

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(1)

Tonnages are quoted on a dry basis. Mining dilution and mining recovery are accounted for in the reserve estimates.

(2)

Reserves are estimated on the basis of a 1.1% nickel cut-off and 38% Cr2O3 cut-off.

(3)

Metallurgical recoveries for the operations are: Cerro Matoso 86% nickel; Western Chrome 86% chrome; and Eastern Chrome 79% chrome.

(4)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(5)

Equivalent drill spacing of 30m for proven reserve, and 60m for probable reserve has been used for Cerro Matoso reserve classification. For the chrome mines the known (published) continuity of the chromitite layers in the Bushveld Complex allows wide spaced drilling to delineate proven and probable reserves with 600 meter square grid (no structural complexity) with increased drilling density and structural and geological complexity for proven reserve and 1,200 meter square grid for probable reserves.

(6)

Nickel price used to establish economic viability of the ore reserve was US$2.92 per pound, while the chrome price was based on current sales contracts.

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the ready availability of stainless steel scrap, particularly from the former Soviet Union, which is generally a cheaper source of nickel and chrome;

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the expectation that the laterite processing pressure acid leach technology would lead to an oversupply of nickel and cobalt depressed prices in the late 1990’s;

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the low cost of establishing ferrochrome production led to an oversupply in primary chrome, which, in combination with the availability of chrome in stainless steel scrap, has significantly depressed prices; and

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falling world economic activity and particularly industrial production with which nickel and chrome is closely correlated.

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(1)

Mining method: OC = open-cut, UG = underground

(2)

Coal type: Th = thermal coal and Anth = Anthracite

(3)

Recoverable coal reserve (tonnes) is the sum of proven and probable coal reserve estimates, which include allowances for diluting materials and for losses that occur when the coal is mined and are at the moisture content when mined. Marketable coal reserve (tonnes) are the tonnages of coal available, at specified moisture and quality, for sale after beneficiation of the recoverable coal reserves. You should note that where the coal is not beneficiated the recoverable tonnes is the marketable tonnes.

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(4)

Coal quality is for a potential product rather than the in situ quality and is on as received basis.

(5)

Assigned reserves represent recoverable coal reserves that we have committed to mine at locations operating at June 30, 2001. Unassigned reserves represent coal at suspended locations and coal that has not been committed, and that would require new mine development, mining equipment or plant facilities before operations could begin on the property.

(6)

Mining recovery for Navajo Mine is 95%. Mining recovery for San Juan surface mining is 95% and for underground mining 55%.

(7)

The unassigned, undeveloped coal reserves are based on feasibility studies.

(8)

Drill spacings of between 125m by 125m and up to 750m spacing are used for energy coal proven reserves. A drill spacing of 500m to 1000m is used for probable reserves at New Mexico; for the South African and Colombian sites the probable reserve category is not used.

(9)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(10)

Prices used to establish the economic viability of energy coal reserves are based on current contract prices.

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(1)

We acquired our Colombian energy coal interests in September and November 2000. In addition, on February 21, 2002, we acquired another one-sixth interest in Cerrejon Zona Norte, increasing our interest to one-third of Cerrejon Zona Norte. As a result of this transaction, we currently own a one-third interest in both our Colombian coal assets.

(2)

The BHP Billiton Group historical energy coal production from Indonesia has been sourced from PT Arutmin mine and Kendilo mine. We sold our 80% share of PT Arutmin on November 30, 2000 and now only provide marketing services to the operation. Production at the Kendilo mine ceased in September 2002.

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(1)

These figures are expressed in terms of the recoverable quantity of marketable product.

(2)

Drill spacings of 25m by 25m and 50m by 50m are used to classify proven and probable reserves, respectively.

(3)

Third party reserve audits have not been conducted on our reserves for purposes of this annual report.

(4)

Diamond prices used for pit optimizations and ore reserves reflect current marketing conditions.

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(1)

TZ Minerals International Pty. Ltd. estimates Richard Bay Minerals’ slag production from a variety of industry sources.

(2)

Chloride slag represents approximately 90% of our total production.

(3)

TZ Minerals International Pty. Ltd. estimates Richards Bay Minerals’ rutile and zircon production from a variety of industry sources.

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assure optimal technology is employed at our operations;

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support our marketing programs, especially in carbon steel, with predictive modeling of various material sources when used by our customers in their products; and

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develop new technology to provide growth for BHP Billiton.

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Newcastle – mining, ferrous and non-ferrous minerals processing, hydrometallurgy, pyrometallurgy, mineralogy, process control, product performance, and sustainability.

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Johannesburg – non-ferrous minerals processing, bio-mining, remediation, process engineering, chemistry, microbiology and mineralogy.

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The China National Offshore Oil Company (CNOOC) will have the opportunity to acquire a participating interest in the NWS Project gas reserves and production that will supply gas to Guangdong; and

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The NWS Project and the Chinese shipping companies, COSCO and China Merchants, will establish ship owning and ship management companies for LNG transport to Guangdong. Two to three LNG ships will be required to service the China trade route.

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(1)

In Bass Strait, the North West Shelf and the North Sea, LPG is extracted separately from crude oil and natural gas.

(2)

Production for reserves reconciliation differs slightly from marketable production due to timing of sales and corrections to previous estimates.

(3)

Total proved oil, condensate and LPG reserves include 20.5 million barrels derived from probalistic aggregation procedures.

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(1)

Production for Australia includes gas sold as LNG.

(2)

Production for reserves differs slightly from marketable production due to timing of sales and corrections to previous estimates.

(3)

Total proved natural gas reserves include 185.4 billion cubic feet derived from probalistic aggregation procedures.

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(1)

Natural gas production figures exclude gas sold as LNG or ethane.

(2)

LNG consists primarily of liquefied methane.

(3)

LPG consists primarily of liquefied propane and butane.

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(4)

Oil and condensate prices net of commodity hedging were US$22.58 for 2002, US$28.04 for 2001 and US$22.86 for 2000.

(5)

Average production costs include direct and indirect production costs relating to the production and transportation of hydrocarbons to the point of sale. This includes shipping where applicable. Average production costs have been shown including and excluding resource rent tax and other indirect taxes and duties.

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meet and, where appropriate, exceed applicable legal requirements;

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set and achieve targets that include reducing and preventing pollution; and

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strive to achieve leading industry practice.

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A provision for the closure and/or care and maintenance costs of all our Southwest Copper facilities as well as the remediation costs for the Pinal Creek State Superfund site in the State of Arizona. We, along with other parties, are remediating groundwater contamination from mining operations.

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A provision for the demolition of the former steelworks in Newcastle, New South Wales and for remediation of sediment in the Hunter River adjacent to the former steelmaking site.

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Provisions for decommissioning, closure and rehabilitation for our energy coal mines in the US and South Africa, metallurgical coal mines in Queensland, bauxite mines at Worsley in Western Australia, iron ore operations in Western Australia and oil and gas operations in the UK and Australia.

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Implementation Agreement;

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Sharing Agreement;

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Special Voting Shares Deed;

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BHP Deed Poll Guarantee; and

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Billiton Deed Poll Guarantee.

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the two companies are to operate as if they were a single unified economic entity, through Boards of Directors which comprise the same individuals and a unified senior executive management;

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the Directors of the two companies will, in addition to their duties to the company concerned, have regard to the interests of holders of shares in BHP Billiton Limited and holders of shares in BHP Billiton Plc as if the two companies were a single unified economic entity and for that purpose the Directors of each company shall take into account in the exercise of their powers the interests of the shareholders of the other; and

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the DLC equalization principles (discussed below) must be observed.

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BHP Limited remains an Australian resident company, incorporated under the Corporations Law, that is listed on the Australian Stock Exchange under the name “BHP Limited” and trades under that name;

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BHP Limited remains the ultimate holding company of, and continues to ultimately manage and control the companies conducting the businesses which are presently conducted by the subsidiaries of BHP Limited, including: the Minerals, Petroleum, Steel and Services businesses for so long as those businesses form part of the combined BHP Billiton Group (“the Group”)

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the headquarters of BHP Limited and the global headquarters of the Group are to be in Australia;

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the headquarters of BHP Limited and the global headquarters of the Group is publicly acknowledged as being in Australia in significant public announcements and in all public documents (as that term is defined in section 88A(1)(a) of the Corporations Law);

•

that both the Chief Executive Officer of the Group and Chief Financial Officer of BHP Limited have their principal place of residence in Australia;

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the majority of all regularly scheduled Board meetings and Executive Committee meetings of BHP Limited in any calendar year occurs in Australia;

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the Board of directors of BHP Limited is elected in accordance with the procedures notified in the proposal or in accordance with procedures approved by the Treasurer (for further information refer “Directors, Senior Management and Employees – Directors and Senior Management – Directors and Officers of BHP Billiton Group”); and

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that if BHP Limited wishes to act differently to these conditions, it seeks and obtains the prior approval of the Treasurer.

•

“BHP Limited” means BHP Limited, ACN 004 028 077, and includes “BHP Limited” or other name adopted by that corporation;

•

Corporations Law (or a provision of that law) includes any re-enactment or substitution of that law (or provision).

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“global headquarters” includes the requirement that both the Chief Executive Officer and the Chief Financial Officer of the dual listed entities (ie BHP Limited and Billiton Plc) will be based in Australia and have their principal offices and key supporting functions in Australia. In addition, the centre of administrative and practical management of BHP Limited shall be in Australia and BHP Limited’s corporate head office activities, of the kind presently carried on in Australia, will continue to be carried on in Australia.

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corporate acquisitions, expenditures and divestments;

•

equity and debt capital raising;

•

approval of annual budgets;

•

dividend policy and authorizing the payment of dividends;

•

appointments to the Executive Committee;

•

removals from the Executive Committee;

•

appointments and remuneration of key senior executives; and

•

succession planning.

•

to consider proposals requiring the approval of both Boards of Directors and then make recommendations to the Boards in respect of the proposals, such as proposals regarding new projects or ventures, strategic and business plans, dividend policies and borrowing, treasury and risk management functions, and

•

to enter into contracts with other companies in the combined group for the provision of support services.

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unless the Board of Directors determines that it is not practicable, a matching action, as described below under “–Matching Action” will be undertaken; or

•

if no matching action is to be undertaken, an appropriate adjustment to the Equalization Ratio shall be made,

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Joint Electorate Actions;

•

Class Rights Actions;

•

Any action which is neither a Class Rights Action nor a Joint Electorate Action but which, under applicable law or regulation, or under the BHP Billiton Limited Constitution or the BHP Billiton Plc Articles of Association, requires shareholder approval. Such matters require only the approval of holders of shares of the company proposing to take the relevant action, unless the Board of Directors decide that such action should be treated as a Joint Electorate Action or a Class Rights Action; and

•

Procedural resolutions, when considered at a shareholders’ meeting at which the holder of a Special Voting Share is entitled to vote, may be voted on by the relevant Special Voting Company either in person or by proxy given to the chairman of the meeting, as it (or the chairman) thinks fit.

•

the appointment, removal or re-election of any Director of BHP Billiton Limited or BHP Billiton Plc;

•

the receipt or adoption of the annual accounts of each company and any accounts prepared on a combined basis;

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a change of name by BHP Billiton Limited or BHP Billiton Plc;

•

the appointment or removal of the auditors of each company;

•

any proposed acquisition, disposal or other transaction of the kinds referred to in Chapters 10 and 11 of the ASX Listing Rules or Chapters 10 and 11 of the UK Listing Rules which, in any case, is required under applicable laws and regulations to be authorized by shareholders any proposed acceptance of a third party takeover offer by a member of the BHP Billiton Plc group in respect of any BHP Billiton Limited’s shares held by that member;

•

any proposed acceptance of a third-party takeover offer by a member of BHP Billiton Limited in respect of any BHP Billiton Plc shares held by that member;

•

any matter considered at an annual or extraordinary general meeting of either company; and

•

any other matter which the Boards of Directors decide should be approved as a Joint Electorate Action.

•

the voluntary liquidation of either company;

•

certain amendments to the terms of, or termination of, the Sharing Agreement, the Special Voting Shares Deed, either of the Deed Poll Guarantees;

•

amendment, removal or alteration of the effect of (including the ratification of any breach of) any existing provision in the BHP Billiton Limited Constitution or the BHP Billiton Plc Articles of Association;

•

any action by one company in respect of which a matching action is not taken by the other, and in respect of which the Boards of Directors agree that an adjustment to the Equalization Ratio would not provide an adequate or appropriate adjustment;

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a change of the corporate status of BHP Billiton Limited from a public company limited by shares registered under the Corporations Law with its primary listing on the ASX or of BHP Billiton Plc from a public listed company incorporated in England and Wales with its primary listing on the LSE; and

•

any actions or matters which the Boards of Directors agree should be treated as a Class Rights Action.

•

any action which would not result in the ratio of the economic returns on, or the voting rights in relation to Joint Electorate Actions of, a holder of shares in one company to a holder of shares in the other company not being the same as the then prevailing Equalization Ratio, or which would not benefit the holders of shares in one company relative to the holders of shares in the other company;

•

the issue of securities or the granting of rights over securities by either company pursuant to an employee share scheme;

•

an issue of any securities in either company other than an offer by way of rights; or

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a buy-back, repurchase or redemption of any shares, including a share cancellation in connection with a reduction of capital, on market in compliance with the rules of the relevant stock exchange and listing rules, at or below market value or pursuant to a general offer to shareholders in both companies which, applying the Equalization Ratio, is made on equivalent terms.

•

the costs to the companies of taking a matching action or seeking approval as a Class Rights Action would be, in the opinion of the Boards of Directors, disproportionate to the effect of such action upon the holders of shares in the company for whose benefit a matching action would otherwise, in the absence of an adjustment to the Equalization Ratio or approval as a Class Rights Action, be required; and

•

the adjustment that would be required to be made to the Equalization Ratio would result in an adjustment to the relevant element of the Equalization Ratio of less than 0.1%.

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recognizing the substantive effect of the DLC, that the two companies should be regarded as a single combined group;

•

allowing the two regulatory systems to work together harmoniously and sensibly;

•

respecting the acquisition limits of 20% and 30% under Australian takeovers law and the United Kingdom takeovers rules respectively; and

•

avoiding any unintended impediment to any takeover of the combined group.

•

an equivalent procedure for the shares of both companies, such as an off market takeover offer;

•

that each procedure comply with the takeover laws and rules in Australia as regards the offer for the BHP Billiton Limited shares and in the United Kingdom as regards the offer for the BHP Billiton Plc shares; and

•

equivalent consideration, terms, information and time to consider being offered to the two groups of shareholders, both in relation to an initial offer and any increases or extensions.

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it is expected that the expenditure will be recouped by future exploitation or sale; or

•

substantial exploration and evaluation activities have identified a mineral resource but these activities have not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves,

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Tax payable on the future remittance of the past earnings of subsidiaries, associates and joint ventures is provided only to the extent that dividends have been accrued as receivable or a binding agreement to distribute all past earnings exists;

•

Deferred tax is not recognized on the difference between book values and fair values of non-monetary assets arising on acquisitions or purchased fixed assets which have subsequently been revalued unless there is a binding agreement to sell such an asset and the gain or loss expected to arise has been recognized; and

•

Deferred tax assets are recognized only where it is more likely than not that they will be recovered.

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(1)

Net interest shown against discontinued operations includes that amount of net external interest which is directly attributable to the discontinued operations. Taxation is the nominal charge on the profit before taxation.

(2)

Based on attributable profit divided by the weighted average number of ordinary shares (ranking for dividends). The weighted average number of ordinary shares for the quarter ended September 30, 2002 was 6,196 million (2001: 6,024 million). The BHP

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(3)

Based on attributable profit divided by the weighted average diluted number of ordinary shares. The weighted average diluted number of ordinary shares is calculated by adjusting the weighted average basic number of ordinary shares for the effect of options, partly paid shares and the executive share awards which are dilutive at September 30, 2002. The weighted average diluted number of ordinary shares for the quarter ended September 30, 2002 was 6,207 million (2001: 6,039 million). The BHP Billiton Plc equalisation bonus issue associated with the BHP Steel demerger is reflected in the weighted average diluted number of ordinary shares from July 1, 2002.

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(1)

Turnover does not add to BHP Billiton Group due to intersegment transactions.

(2)

Excluding exceptional items.

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(1)

A new segment, Diamonds and Specialty Products, has been created encompassing Diamonds, Titanium Minerals, Integris (metals distribution) and Exploration and Technology. This new segment reflects management responsibility for these businesses. As a consequence, the former Exploration, Technology and New Business and Other Activities segments ceased to exist and any remaining portions have been included in Group and Unallocated Items. In addition, HBI Venezuela and Ok Tedi, previously reported in Carbon Steel Materials and Base Metals, respectively, are now included in Group and Unallocated Items and Columbus Stainless Steel, previously reported in Other Activities, is now included in Stainless Steel Materials. Comparatives have been restated accordingly.

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Merger related restructuring costs (organizational restructuring costs) of US$80 million (comprising redundancies and costs associated with the restructuring, the closure of world-wide offices and systems and processes alignment and improvement).

•

In Base Metals, a loss of US$132 million (excluding US$13 million recognized for merger related restructuring costs). The loss included a charge to profit of US$101 million, following a reassessment of the Group’s asset disposal and closure plans relating to its South West Copper business in the US (where the Group ceased operations in 1999). This comprised US$171 million for impairment provisions, principally related to the San Manuel smelter, partly offset by a reduction of US$70 million in provisions relating to the expected timing of site restoration expenditure. In addition, a loss of US$31 million recognized the costs of the suspension and a write-down of obsolete equipment for sulphide operations at Tintaya in Peru, which have been suspended until at least January 2003.

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the unfavorable effect of prices decreased profit before taxation by approximately US$665 million compared with the corresponding period, mainly due to lower prices for crude oil, aluminium, copper, nickel, chrome, alumina, diamonds, silver and zinc, which decreased turnover by approximately US$1,035 million. This decrease was partly offset by higher prices for metallurgical coal, energy coal, and gas prices, which increased turnover by approximately US$370 million;

•

the unfavorable effect of volumes decreased profit before taxation by approximately US$165 million compared with the corresponding period, mainly due to lower sales volumes from Base Metals, Carbon Steel Materials, petroleum products, Energy Coal and Titanium Minerals businesses, partly offset by higher sales volumes from the Stainless Steel Materials businesses;

•

Steel profits (excluding OneSteel Limited) decreased by approximately US$130 million compared with the corresponding period. The corresponding period included contribution to profit before taxation of approximately US$125 million from a higher ownership interest in metallurgical coal in Queensland, the sale of Buffalo oilfield in Australia, spun-off steel operations (OneSteel Limited), and the Ok Tedi copper mine in Papua New Guinea, partly offset by losses from HBI Venezuela. The current period included a lower contribution from PT Arutmin Indonesian energy coal operations due to sale of the business in November 2001; and

•

exploration charged to profit was approximately US$45 million higher than the corresponding period mainly due to the write-off of La Granja copper exploration activities in Peru, together with increased petroleum activity in the Gulf of Mexico.

•

cost reductions increased profit before taxation by approximately US$350 million compared with the corresponding period. Lower price-linked costs of approximately US$270 million were mainly due to lower royalties and taxes for petroleum products together with lower costs for London Metals Exchange listed commodities, partly offset by increased royalty costs at metallurgical coal operations mainly reflecting higher metallurgical coal prices. Merger benefit initiatives generated net cost savings of approximately US$110 million during the year. Costs increased at Escondida in Chile, mainly reflecting the decision to reduce production in response to weaker base metals markets, and increased costs at metallurgical coal operations in Australia and energy coal operations in New Mexico were due to operational issues. These factors were partly offset by lower operating costs at Liverpool Bay in the United Kingdom and Hillside in South Africa, primarily reflecting higher maintenance activities in the corresponding period, cost reductions at the Gulf of Mexico in the US petroleum operations, mainly due to increased productivity, and savings at WA Iron Ore operations in Australia due to lower port and rail costs. Inflation increased costs by approximately US$210 million;

•

new and acquired operations increased profit before taxation by approximately US$185 million compared with the corresponding period, mainly due to commencement of production of petroleum from Typhoon in America, Zamzama in Pakistan and Keith in the North Sea, increased ownership interests in the Worsley alumina refinery in Australia together with the fully commissioned Mozal aluminium smelter in Mozambique, the acquisition of an additional 29% interest in the Ekati™ diamond business, a full years contribution from Rio Algom base metals businesses and the first full year contribution from Carbones del Cerrejon and Cerrejon Zona Norte Coal in Colombia. These factors were partially offset by a downturn in the Integris (formerly Metals Distribution) (US) business compared with the corresponding period;

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foreign currency fluctuations had a favorable effect of approximately US$375 million, mainly due to the impact of lower Rand/US$ (US$265 million) and A$/US$ (US$85 million) exchange rates on related operating costs and the conversion of monetary assets and liabilities, including provision balances, and reduced losses on legacy A$/US$ currency hedging;

•

profits from asset sales were approximately US$45 million higher than the corresponding period, mainly due to the profit on the sale of PT Arutmin Energy Coal operations in Indonesia; and

•

variations in stripping ratios have not had a material impact on the reported results of the current period as compared to the corresponding period.

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Mt Newman Fines – 28.28 US cents per dry long ton unit – a decrease of 2.4%.

•

Mt Newman Lump – 36.13 US cents per dry long ton unit – a decrease of 5.0%.

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In Group and Unallocated Items, a net loss of US$1,067 million, which comprised a US$430 million charge to profit from the write-off of the BHP Billiton Group’s interest in the Ok Tedi copper mine in Papua New Guinea; a charge to profit of US$340 million from provisions for financial obligations to banks and other provisions related to the decision to cease further investment in the HBI project in Venezuela; a charge to profit of US$180 million from the write-off of the BHP Billiton Group’s equity investment in the HBI project in Venezuela and the establishment of provisions and other associated costs, a charge to profit of US$92 million for DLC merger transaction costs; a charge to profit of US$22 million for organizational restructuring costs related to the DLC merger; and a charge to profit of US$3 million for employee share awards accelerated by the merger;

•

In Base Metals, a net loss of US$8 million, which comprised a charge to profit of US$7 million for organizational restructuring costs related to the DLC merger; and a US$1 million charge to profit for employee share awards accelerated by the DLC merger;

•

In Carbon Steel Materials, a net gain of US$126 million, which comprised a profit of US$128 million from the sale of part of our interests in the Central Queensland Coal Associates and Gregory joint ventures, partly offset by a US$2 million charge to profit for employee share awards accelerated by the DLC merger;

•

In Aluminium, a net gain of US$53 million, which comprised a US$61 million credit to profit for the sale of expansion rights at Mozal II, partly offset by a US$8 million charge to profit for employee share awards accelerated by the DLC merger;

•

In Energy Coal, a net loss of US$34 million, which comprised a US$26 million charge to profit from the write-off of the Group’s interest in Lakes Mines, Australia and a US$8 million charge to profit for employee share awards accelerated by the DLC merger;

•

In Steel, a charge to profit of US$22 million for organizational restructuring costs and provisions;

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In Diamonds and Specialty Products, a net loss of US$13 million, which comprised a charge to profit of US$7 million for organizational restructuring costs related to the DLC merger and a charge to profit of US$6 million for employee share awards accelerated by the DLC merger;

•

In Net Interest, a charge to profit of US$6 million (no taxation effect) for organizational restructuring costs related to the DLC merger; and

•

In Stainless Steel Materials, a loss of US$123 million, which comprised a charge to profit of US$114 million from the write-down of the BHP Billiton Group’s interest in the Columbus Stainless Steel joint venture, a charge to profit of US$9 million for employee share awards accelerated by the DLC merger.

•

the favorable effect of higher prices for our products in 2000–2001 compared with 1999–2000, mainly for petroleum products, energy coal, aluminium and iron ore;

•

the favorable effect of new and acquired operations, mainly due to the acquisition of Rio Algom; higher profits from the Laminaria/Corallina oil fields in North West Australia; equity accounted profits from QCT Resources Limited; the acquisition of the additional 56% interest in Worsley; and the acquisition of equity interests in the Carbones del Cerrejon and Cerrejon Zona Norte SA operations in Colombia; and

•

favorable exchange rates for Australian dollar, South African rand and Brazilian real related operating costs.

•

lower prices for nickel, steel and chrome in 2000–2001 compared to 1999–2000;

•

the unfavorable effect of ceased, sold and discontinuing businesses, mainly due to increased equity accounted losses from HBI Venezuela; lower operating profits from discontinued steel operations; and operating profits from the Kutubu, Gobe and Moran producing fields in Papua New Guinea and the Buffalo oil field in North West Australia, which were included in 1999–2000 but have now been sold;

•

higher exploration expenditure charged to profit, mainly reflecting petroleum exploration activity in the Gulf of Mexico, Latin America and Algeria, and the write-off of previously capitalized exploration expenditure for the Agua Rica copper project in Argentina; and

•

variations in stripping ratios have not had a material impact on the reported results of the current period as compared to the corresponding period.

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(1)

Includes US$86 million in relation to petroleum development in Algeria. There are no other amounts specifically related to petroleum development.

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(a)

Excludes US$145 million of other unsecured contingent liabilities where there is either a possible or present obligation, but the likelihood of the transfer of future economic benefits is remote.

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assure optimal technology is employed at our operations;

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support our marketing programs, especially in carbon steel, with predictive modeling of various material sources when used by our customers in their products; and

•

develop new technology to provide growth for BHP Billiton.

•

Newcastle – mining, ferrous and non-ferrous minerals processing, hydrometallurgy, pyrometallurgy, mineralogy, process control, product performance, and sustainability.

•

Johannesburg – non-ferrous minerals processing, bio-mining, remediation, process engineering, chemistry, microbiology and mineralogy.

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(1)

Member of the Nomination Committee.

(2)

Member of the Risk Management and Audit Committee.

(3)

Member of the Remuneration Committee.

(4)

Mr. Brian Gilbertson assumed responsibilities as Chief Executive from the beginning of our new fiscal year on July 1, 2002.

(5)

Member of the Health, Safety and Environment Committee.

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•

assessing the skills required on the Board;

•

from time to time assessing the extent to which the required skills are represented on the Board;

•

establishing processes for the review of the performance of individual Directors and the Board as a whole; and

•

establishing the processes for the identification of suitable candidates for appointment to the Board.

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that rewards should reflect the competitive global market in which the BHP Billiton Group operates and that the Committee will seek independent advice on globally competitive practices as appropriate;

•

that demanding key performance indicators apply to delivering results across the single economic entity and are applied to a significant portion of the total reward;

•

that rewards to executives be linked to the creation of value to shareholders;

•

that executives are rewarded for both financial and non-financial performance; and

•

that remuneration arrangements should ensure equity between executives and should facilitate the deployment of human resources around the BHP Billiton Group.

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A consultancy agreement with a total value of US$104,739 under which Mr. Anderson agrees to act as a consultant to the group for two years commencing at the time he ceases to be a director; and

•

Further payments totaling US$1,571,092.

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(a)

Beneficially held in own name, in name of trust, or nominee company or private company at November 30, 2002.

(b)

No director or executive holds in aggregate more than 1% of the issued capital of either BHP Billiton Limited or BHP Billiton Plc.

(c)

Options granted prior to October 27, 2000 constituted a right to acquire 1 ordinary BHP Billiton Limited share. For the period October 28, 2000 to July 4, 2001, each option constituted a right to acquire, after adjustment in the exercise price per share to take account of the spin-off of OneSteel Limited in October 2000, 1 ordinary BHP Billiton Limited shares. Since July 5, 2001, each option constitutes a right to acquire, after an adjustment to take account of the bonus issue on July 5, 2001, 2.0651 ordinary BHP Billiton Limited shares. The number of shares subject to options in this table has been adjusted to reflect these changes and has been rounded to the nearest whole share.

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(d)

The number of bonus shares subject to Performance Rights has been rounded to the nearest whole share to reflect the issuance of bonus shares as described below.

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(e)

On November 7, 2001, Mr. B.P. Gilbertson was conditionally awarded 274,914 shares under BHP Billiton Plc’s Restricted Share Scheme at no cost. Subject to the performance hurdles being met, the shares will vest unconditionally on October 1, 2004.

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(f)

On November 12, 2001, Mr. B.P. Gilbertson was awarded 94,851 shares under BHP Billiton Plc’s Co-Investment Plan. Of this award, 71,431 were matching shares and 23,420 were awarded as committed shares. They are not exercisable before October 1, 2003 and are subject to performance hurdles.

(g)

At August 1, 2002, Mr. Goodyear held 41,302 American Depositary Receipts (“ADR”). Each ADR represents two ordinary shares.

(h)

Mr. R.W. Kirkby holds 170,000 partly paid shares under the Executive Share Scheme. These are beneficially held, paid to A$1.36, with (i) 50,000 issued on October 4, 1994 at a final call price of A$18.25 (after adjustment for OneSteel and BHP Steel Demerger capital reductions); (ii) 35,000 issued on October 4, 1995 at a final call price of A$16.87 (after adjustment for OneSteel and BHP Steel Demerger capital reductions); (iii) 50,000 issued on October 2, 1996 at a final call price of A$14.86 (after adjustment for OneSteel and BHP Steel Demerger capital reductions); and (iv) 35,000 issued on October 14, 1997 at a final call price of A$14.63 (after adjustment for OneSteel and BHP Steel Demerger capital reductions). 90,534 fully paid ordinary shares have been issued as a result of the bonus issue on July 5, 2001 and are being held in escrow until the final call is made on the 85,000 partly paid shares issued on October 4, 1994 and October 4, 1995. These shares are included in the ‘shares’ column of the ‘Directors and Executive Officers Share Interests’ table. The Executive Share Scheme provided for senior executives to acquire partly paid ordinary shares in BHP Billiton Limited. The last issue under this plan occurred on October 1, 1997. No further issues will be made under this scheme.

(i)

Mr. P.S. Aiken was issued with 158,118 Performance Shares on November 12, 2002 under BHP Billiton Limited’s Global Incentive Scheme. They are subject to fulfillment of performance conditions and are not exercisable before July 1, 2005. Performance Share constitutes a right to acquire 1 ordinary BHP Billiton Limited share upon fulfillment of performance conditions. The Performance Shares have a zero exercise price.

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*

Retired, effective October 16, 2001.

(a)

This includes allowances and the value of non-cash benefits where appropriate such as health insurance, housing and expatriate assignment costs. The amounts include Fringe Benefits Tax where applicable. Also included are termination payments for Mr. P.M. Anderson and Mr. R.J. McNeilly. Mr. P.M. Anderson was paid an additional sum of US$5,140,601 after the end of the financial year in connection with cessation of his employment. In total, the value of Mr. R.J. McNeilly’s termination payments was US$1,740,852.

(b)    (i)

Remuneration includes short-term cash incentives payable to Executive Directors and executive officers based on the achievement of business performance targets and individual performance for the year ended June 30, 2002. In addition, B.A. Mills and P.S. Aiken have elected to participate in BHP Billiton Limited’s Bonus Equity Share Plan to the extent of 50% of their short-term incentives. See note 30 on page F-181 of the “BHP Billiton Limited Annual Report for the year ended 30 June 2001” included in this annual report.

(ii)

Short-term incentives include, for Mr. P.M. Anderson, amounts related to Performance Rights for service and performance during the year ended June 30, 2001 and for Mr. B.P. Gilbertson amounts payable under his employment contracts with BHP Billiton Plc and BHP Billiton Services Jersey Limited, payable in quarterly installments over a four year period from the completion of the merger (subject to continued employment).

(iii)

Non-executive Directors are not entitled to any form of performance-related remuneration.

(c)

Long-term incentives granted during the year ended June 30, 2002 represent amounts related to Performance Rights granted to Executive Directors and executive officers. The value of a Performance Right granted during the year ended June 30, 2002, has been determined by an actuary using modified Block-Scholes option pricing techniques to be A$14.73 (pre-bonus issue).

(d)

This includes BHP Billiton Limited’s contributions to superannuation funds and, in most cases, an imputed notional contribution calculated at the determined actuarial rate. Non-executive directors who are members of the BHP Billiton Limited superannuation fund receive a defined benefit of 8% of their annual directors fee. Non-executive directors of BHP Billiton Plc who were directors of Billiton Plc prior to the DLC merger did not receive any pension entitlements during the year ending June 30, 2002.

(e)

Entitlements are attached to the period of service and are paid on retirement from office. Mr. B. Alberts and Mr. J. Conde were paid on retirement at June 30, 2002.

(f)

Total remuneration paid to Mr. C.W. Goodyear while a director of the company was US$1,285,402. This was made-up of base salary, US$408,618, annual cash bonus, US$562,330 and other benefits of US$314,454.

(g)

Messrs. B.C. Alberts, J.L. Conde, D.L. Keys and B.D. Romeril retired as directors of BHP Billiton Limited and BHP Billiton Plc on June 30, 2002.

(h)

Messrs. J.B. Jackson and J.T. Ralph retired as directors of BHP Billiton Limited and BHP Billiton Plc on November 4, 2002.

(i)

Mr. P.A. Anderson’s executive position was filled by Mr. Brian P. Gilbertson on July 1, 2002. He retired as a director of BHP Billiton Limited and BHP Billiton Plc on November 4, 2002.

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(a)

The OneSteel business was spun-off in October 2000. The BHP Steel business was spun-off, effective July 22, 2002. At July 31, 2002, the total number of Steel employees was nil and the total number of employees was 37,279.

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(a)

Represents percentage of fully-paid shares, adjusted for the bonus issue effective July 5, 2001, unless otherwise stated.

(b)

Excludes shares held non-beneficially and fully paid ordinary bonus shares issued effective July 5, 2001 as a result of partly paid shareholdings.

(c)

Excludes 170,000 partly-paid shares paid to $1.36 (previously $0.01, adjusted as a result of the OneSteel Interim Call in October 2000 and the BHP Steel Demerger Interim Call in July 2002) issued to Executive Directors and executive officers, and remaining partly-paid under BHP Billiton Limited’s Executive Share Scheme. This represents 0.0045% of total paid-up share capital at November 30, 2002.

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Notifications of the number of shares held received prior to the bonus issue in July 2002 have been amended to reflect the additional bonus shares received.

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•

Each of the parties were required to make public announcements in terms agreed among the parties, to commit to the obligations in the public announcements and to support a process to reach agreement with the Lower Ok Tedi village communities.

•

BHP Billiton Limited agreed to commit as soon as practicable to the implementation of any tailings option recommended by the independent enquiry or review to be conducted by the State (the tailings option) provided that BHP Billiton Limited, bona fide, considers that option to be economically and technically feasible.

•

BHP Billiton Limited’s commitment to implement the tailings option is subject to unexpected or unforeseen circumstances which may render the tailings option economically or technically unfeasible; and obtaining all necessary leases and other approvals required from the landowners and the State.

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(a)

Each ADS represents the right to receive two ordinary shares.

(b)

Under the terms of the DLC structure, for each existing BHP Billiton Limited share held on July 5, 2001, the holder was entitled to 1.0651 additional BHP Billiton Limited shares. Accordingly historical share prices have been restated to reflect this change.

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arises because the Director is a shareholder of BHP Billiton and is held in common with the other shareholders of BHP Billiton; or

•

arises in relation to the Director’s remuneration as a Director of BHP Billiton; or

•

relates to a contract BHP Billiton is proposing to enter into that is subject to approval by the shareholders and will not impose any obligation on BHP Billiton if it is not approved by the shareholders; or

•

arises merely because the Director is a guarantor or has given an indemnity or security for all or part of a loan, or proposed loan, to BHP Billiton; or

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•

arises merely because the Director has a right of subrogation in relation to a guarantee or indemnity referred to above; or

•

relates to a contract that insures, or would insure, the Director against liabilities the Director incurs as an officer of BHP Billiton, but only if the contract does not make BHP Billiton or a related body corporate the insurer; or

•

relates to any payment by BHP Billiton or a related body corporate in respect of a permitted indemnity, as defined under law, or any contract relating to such an indemnity; or

•

is in a contract, or proposed contract with, or for the benefit of, or on behalf of, a related body corporate and arises merely because the Director is a Director of a related body corporate.

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the Chairman;

•

any shareholder under the law; or

•

the holder of the BHP Special Voting Share.

•

the Chairman;

•

not less than five members present in person or by proxy and entitled to vote; or

•

a member or members present in person or by proxy and representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or

•

the holder of the Billiton Special Voting Share.

•

the holders of the preference shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares, to a preferred right to participate as regards dividends up to but not beyond a specified amount in distribution;

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•

subject to the special rights attaching to any preference shares but in priority to any payment of dividends on all other classes of shares, the holder of Equalization Shares shall be entitled to be paid such dividends as are declared; and

•

any surplus remaining after payment of the distributions shall be payable to the holders of BHP Billiton Limited Ordinary Shares and the BHP Special Voting Share in equal amounts per share.

•

the holders of the cumulative Preference Shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares, to be paid a fixed cumulative preferential dividend (“Preferential Dividend”) at a rate of 5.5% per annum, such dividend to be paid annually in arrears on July 31 in each year or if any such date shall be a Saturday, Sunday or public holiday in England, on the first business day following such date in each year. Payments of Preferential Dividend shall be made to holders on the register at any date selected by the Directors up to 42 days prior to the relevant fixed dividend date;

•

subject to the rights attaching to the cumulative Preference Shares, but in priority to any payment of dividends on all other classes of Shares, the holder of the Billiton Special Voting Share shall be entitled to be paid a fixed dividend of US$0.01 per annum payable annually in arrears on July 31;

•

subject to the rights attaching to the cumulative Preference Shares and the Special Voting Share, but in priority to any payment of dividends on all other classes of Shares, the holder of the Equalization Share shall be entitled to be paid such dividends as the Board may decide to pay thereupon;

•

any surplus remaining after payment of the distributions under the above distributions shall be payable to the holders of the Billiton Ordinary Shares in equal amounts per Billiton Ordinary Share.

•

to the holders of the cumulative Preference Shares, the repayment of a sum equal to the nominal capital paid up or credited as paid up on the cumulative Preference Shares held by them and accrual, if any, of the Preferential dividend whether such dividend has been earned or declared or not, calculated up to the date of commencement of the winding up; and

•

to the holders of the BHP Billiton Plc Ordinary Shares and to the holders of the Billiton Special Voting Share and the Equalization Share, the payment out of surplus, if any, remaining after the distribution under the previous

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the right (on redemption and in a winding up) to payment in cash in priority to any other class of shares of (i) the amount paid or agreed to be considered as paid on each of the preference shares; and (ii) the amount, if any, equal to the aggregate of any dividends accrued but unpaid and of any arrears of dividends; and

•

the right, in priority to any payment of dividend on any other class of shares, to the preferential dividend.

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(a)

to take all steps necessary or desirable to implement the DLC transaction;

(b)

to agree the form of the DLC agreements and the DLC-related documents before the date of the posting of information circulars to shareholders of BHP Limited and Billiton Plc;

(c)

to enter into the other DLC agreements;

(d)

to appoint, and procure the resignations of, such persons as are necessary to ensure that the Board of Directors of each company comprises the same persons;

(e)

not to approach to entertain an approach from any third party with a view to a transaction taking place which would prevent, materially delay or materially impair the relevant company’s ability to enter into the DLC transaction; and

(f)

in certain circumstances, to pay liquidated damages of US$100 million to the other company if the DLC transaction does not proceed.

(a)

the Sharing Agreement;

(b)

the Special Voting Shares Deed;

(c)

the BHP Deed Poll Guarantee; and

(d)

the Billiton Deed Poll Guarantee.

(a)

BHP Billiton Limited and BHP Billiton Plc must operate as if they were a single unified economic entity, through the Boards of Directors which comprise the same individuals and a unified senior executive management;

(b)

the Directors of BHP Billiton Limited and BHP Billiton Plc shall, in addition to their duties to the company concerned, have regard to the interests of holders of BHP Billiton Limited shares and holders of

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(c)

the DLC equalization principles governing the economic rights of one BHP Billiton Limited share to one BHP Billiton Plc share, must be observed. The equalization principles are described in more detail under “Organizational Structure – Equalization of Economic and Voting Rights” on page [102].

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they are resident or ordinarily resident in the UK; or

•

carry on a trade, profession or vocation in the UK through a branch or agency for years in which the disposal occurs and the shares or ADSs have been used, held or acquired for the purposes of such trade (or profession or vocation), branch or agency. In the case of a trade, the term ‘branch’ includes a permanent establishment in this summary.

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*

Document attached as an exhibit hereto.

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*

Document attached as an exhibit hereto.

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(a)

In the year ended 30 June 2000, the exceptional operating costs relate to the impairment of HBI Western Australia.

(b)

In the year ended 30 June 2001, the exceptional share of operating losses of joint ventures and associates includes the impairment of HBI Venezuela (US$520 million).

(c)

In the year ended 30 June 2001, the exceptional loss on termination of operations relates to the Ok Tedi copper mine.

(d)

The BHP Billiton Limited dividends for the years ended 30 June 2001 and 2000 were declared in Australian cents. The amounts shown above are adjusted for the BHP Billiton Limited bonus issue effective 29 June 2001.

(e)

Whilst the presentation of earnings per share excluding exceptional items is acceptable under UK GAAP, this presentation is not permitted under US GAAP. Profit and earnings per share before exceptional items are not measures of financial performance under US GAAP and should not be considered an alternative to, or more meaningful than, income from operations, net income or cash flows as defined by US GAAP as a measurement of the BHP Billiton Group’s profitability or liquidity. All registrants do not calculate profit and earnings per share before exceptional items in the same manner, and accordingly, profit and earnings per share before exceptional items may not be comparable with other registrants. Refer to note 2 for details of exceptional items excluded and to note 12 for details of the calculations.

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(a)

Included in joint ventures’ and associates’ attributable profit is a profit of US$26 million (2001: US$12 million; 2000: US$nil) relating to associated companies.

(b)

Exchange gains and losses on foreign currency net investments include net exchange gains/(losses) on foreign currency borrowings, which hedge overseas investments, of US$10 million (2001: US$(90) million; 2000: US$(95) million) and associated tax expense/(benefit) of US$3 million (2001: US$(40) million; 2000: US$(40) million).

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•

The shareholders of BHP Billiton Plc and BHP Billiton Limited have a common economic interest in both groups;

•

The shareholders of BHP Billiton Plc and BHP Billiton Limited take key decisions, including the election of Directors, through a joint electoral procedure under which the shareholders of the two companies effectively vote on a joint basis;

•

BHP Billiton Plc and BHP Billiton Limited have a common Board of Directors, a unified management structure and joint objectives;

•

Dividends and capital distributions made by the two companies are equalised; and

•

BHP Billiton Plc and BHP Billiton Limited each executed a deed poll guarantee, guaranteeing (subject to certain exceptions) the contractual obligations (whether actual or contingent, primary or secondary) of the other incurred after 29 June 2001 together with specified obligations existing at that date.

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•

No party has ever been portrayed as either the acquirer or the acquired, either by its own Board or management during the process;

•

All the parties to the combination clearly participated, on a consensual basis, in establishing the management structure of and key positions in the combined entity;

•

Neither party dominates the other and this has been borne out in practice since the merger;

•

Consideration was wholly equity shares in the BHP Billiton Group; and

•

Neither set of shareholders retained an interest in the future performance of only part of the combined Group.

•

The initiation and continuation of the combined ‘BHP Billiton’ name, logo and trademarks as the approved nomenclature of the merged Group;

•

The creation of a new Customer Sector Group segment structure within the BHP Billiton Group reflecting a new approach to management of customer-based groupings of assets, which reflects neither the previous approach of the BHP Billiton Plc Group or the BHP Billiton Limited Group;

•

Continuing Board rationalisation reflecting the equivalence of importance of each party to the merger; and

•

No wholesale sale of assets from either side of the business with those assets combined at the time of the merger continuing to be the assets that underpin the BHP Billiton Group presently.

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It is expected that the expenditure will be recouped by future exploitation or sale; or

•

Substantial exploration and evaluation activities have identified a mineral resource but these activities have not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves,

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Tax payable on the future remittance of the past earnings of subsidiaries, associates and joint ventures is provided only to the extent that dividends have been accrued as receivable or a binding agreement to distribute all past earnings exists;

•

Deferred tax is not recognised on the difference between book values and fair values of non-monetary assets arising on acquisitions or purchased fixed assets which have subsequently been revalued unless there is a binding agreement to sell such an asset and the gain or loss expected to arise has been recognised; and

•

Deferred tax assets are recognised only where it is more likely than not that they will be recovered.

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(a)

BHP Billiton Finance (USA) Ltd is 100% owned by BHP Billiton Limited. BHP Billiton Limited and BHP Billiton Plc have each fully and unconditionally guaranteed BHP Billiton Finance (USA) Limited’s debt securities.

(b)

Attributable to discontinued operations. Refer note 3.

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(a)

During the year the assets of the Columbus Joint Venture were transferred to Columbus Stainless Pty Limited. The Group’s effective interest in this business was reduced to 7.2 per cent and is now accounted for as a fixed asset investment.

(b)

Attributable to discontinued operations. Refer note 3.

(c)

Richards Bay Minerals comprises two legal entities as follows:

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(a)

Previously shown as Blocks 401a/402a.

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(a)

Following a reassessment of the Group’s asset disposal and closure plans relating to its South West Copper business in the US (where the Group ceased operations in 1999), impairment provisions, principally related to the San Manuel smelter, were increased by US$171 million. This was offset by a reduction of US$70 million in provisions relating to the expected timing of site restoration expenditure.

(b)

In June 2002, a change in legislation increased the corporation taxation rate for petroleum operations in the United Kingdom from 30 per cent to 40 per cent, resulting in deferred taxation balances being restated by US$56 million.

(c)

Sulphide operations at Tintaya have been suspended until at least January 2003. An exceptional charge of US$31 million recognised the costs of the suspension and a write-down of obsolete equipment.

(d)

In June 2001, the BHP Billiton Group and Mitsubishi agreed to equalise their interests in the Central Queensland Coal Associates and Gregory joint ventures which involved the BHP Billiton Group selling to Mitsubishi a proportion of its interests resulting in the profit disclosed above.

(e)

In 2001, the Group and unallocated items segment result includes a US$416 million write-off reflecting 100 per cent of the net assets of Ok Tedi which is prior to deducting minority interests of US$262 million. From 1 July 2001 no profit from Ok Tedi has been recognised by the BHP Billiton Group except to the extent that actual dividends have been received by the BHP Billiton Group. The BHP Billiton Group completed its withdrawal from the Ok Tedi copper mine on 8 February 2002, transferring its 52 per cent interest to an independent Program Company that will operate for the benefit of the people of Papua New Guinea.

(f)

As a consequence of an income tax audit conducted by the Australian Taxation Office (ATO), an amount of US$118 million had been subject to litigation. The dispute concerned the deductibility of financing costs paid to General Electric Company in connection with the BHP Billiton Limited Group’s acquisition of the Utah Group in the early 1980s. On 23 November 1999, the Federal Court ruled in favour of the BHP Billiton Group. On 18 October 2000, the Full Bench of the Federal Court ruled in favour of the ATO. The BHP Billiton Group sought leave to appeal to the High Court of Australia (High Court) and the hearing occurred on 10 August 2001. The High Court refused the BHP Billiton Group leave to appeal on the general question of deductibility but did allow leave to appeal on the question of whether the ATO had the power to amend the 1985 assessment. An amount of US$41 million was paid in 1992 and up to 2001 was accounted for as a deferred tax asset. At 30 June 2001, the accounts were adjusted to include a tax expense of US$33 million relating to refusal of the High Court to grant leave to appeal on the deductibility of financing costs and a deferred tax asset of US$8 million was carried forward. In July 2001, the outstanding balance of US$77 million was paid and recorded as a deferred tax asset. On 14 February 2002, the High Court allowed by consent the BHP Billiton Group’s appeal against the majority decision of the Full Federal Court. As a result of the High Court order, an amount of US$85 million was refunded to the BHP Billiton Group together with associated interest and penalties.

(g)

Attributable to discontinued operations. Refer note 3.

(h)

On 29 March 2001, the BHP Billiton Limited Group announced that it would cease further investment in HBI Venezuela. The total loss on the write-off of the equity investment in HBI Venezuela and the establishment of provisions to cover related financial obligations to banks and other associated costs was US$520 million (US$410 million net of tax).

(i)

In addition to its 47 per cent interest in the Mozal aluminium smelter, the BHP Billiton Group owned expansion rights amounting to 85 per cent. During the year it sold expansion rights of 38 per cent to its partners for consideration valued at US$61 million (US$40 million net of tax). This amount was included in share of operating profit/(loss) of joint ventures and associates.

(j)

Costs associated with the fundamental reallocation of responsibilities between the businesses and the Group centre to align the organisation structure with the Portfolio Business Model.

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(a)

There were no exceptional items included within operating costs for 2002 and 2000. Included within operating costs for 2001 is a charge of US$22 million (before tax) relating to restructuring costs and provisions. Refer note 2.

(b)

The loss on sale of subsidiaries for 2000 represents the exceptional loss on disposal of the US West Coast Steel businesses of US$135 million (before tax). Refer note 2.

(c)

Refer note 2.

•

A capital reduction and a transfer to BHP Billiton Limited shareholders of 94 per cent of the shares in BHP Steel;

•

A bonus issue of BHP Billiton Plc shares 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); and

•

The sale by the BHP Billiton Group of the remaining 6 per cent of BHP Steel shares held by the Group.

•

The BHP Billiton Group’s capital was reduced by approximately US$1,501 million, including approximately US$19 million of costs directly associated with the demerger;

•

A cash inflow of approximately US$369 million, representing net US$294 million from the settlement by BHP Steel of intercompany loans, together with US$75 million from the sale of the 6 per cent of BHP Steel; and

•

A loss of approximately US$19 million (no tax effect) relating to the sale of the 6 per cent of BHP Steel.

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(a)

Includes turnover attributable to associates of US$126 million (2001: US$44 million; 2000: US$nil), operating profit attributable to associates of US$32 million (2001: US$22 million; 2000: US$nil) and net operating assets attributable to associates of US$223 million (2001: US$273 million; 2000: US$nil).

(b)

A new segment, Diamonds and Specialty Products, has been created encompassing Diamonds, Titanium Minerals, Integris (metals distribution) and Exploration & Technology. This new segment reflects management responsibility for these businesses. As a consequence, the former Exploration, Technology and New Business and Other Activities segments ceased to exist and any remaining portions have been included in Group and Unallocated Items. In addition, HBI Venezuela and Ok Tedi, previously reported in Carbon Steel Materials and Base Metals, respectively, are now included in Group and Unallocated Items and Columbus Stainless Steel, previously reported in Other Activities, now included in Stainless Steel Materials. Comparatives have been restated accordingly.

(c)

The financial information presented as the Steel segment represents substantially all of the BHP Steel businesses to be demerged. Amounts not attributable to BHP Steel represent Transport and Logistics, until 31 December 2001, and certain residual steel assets and liabilities that will not be included as part of the BHP Steel businesses to be demerged. Refer note 3.

(d)

Turnover attributable to acquisitions of joint ventures and associates (excluding increased ownership interests) was US$nil (2001: US$173 million; 2000: US$nil). Profit before tax attributable to acquisitions of joint ventures and associates was US$nil (2001: US$41 million; 2000: US$nil). In addition, Integris (metals distribution) is now included in joint ventures and associates (refer note 26).

(e)

All Steel joint ventures and associates are attributable to the BHP Steel businesses to be discontinued. Refer note 3.

(f)

Trading activities comprise the sale of third party product.

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(a)

Refer note 3.

(b)

Export sales from Australia amounting to US$4,774 million, US$4,998 million and US$4,501 million are included in Australia for 2002, 2001 and 2000 respectively. Approximately 26 per cent, 25 per cent and 25 per cent of such sales during 2002, 2001 and 2000, respectively, were to customers in Japan.

(c)

Export sales from the UK amounting to US$501 million, US$507 million and US$403 million are included in Europe for 2002, 2001 and 2000 respectively. None of these sales were to customers in Japan.

(d)

Includes turnover attributable to associates of US$126 million (2001: US$44 million; 2000: US$nil), operating profit attributable to associates of US$32 million (2001: US$22 million; 2000: US$nil) and net operating assets attributable to associates of US$223 million (2001: US$273 million; 2000: US$nil).

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(b)

Includes fees paid to all audit firms of the BHP Billiton Group including accounting advice, tax compliance services, expatriate taxation services, ITservices and internal audit services. Some of these arrangements involved provision of services by BHP Billiton Plc’s auditors to BHP Billiton Limited and vice versa which were entered into before the DLC merger and continued during 2002 pending the outcome of the audit tender. The BHP Billiton Group has subsequently approved a policy governing other services provided by the Group’s auditors which precludes the provision of certain services.

(c)

The amounts paid to the UK firms and their associates amounted to US$3 million (2001: US$14 million; 2000: US$2 million).

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(a)

Interest has been capitalised at the rate of interest applicable to the specific borrowings financing the assets under construction or, where financed through general borrowings, at a capitalisation rate representing the average borrowing cost of the Group. For 2002 the capitalisation rate was 5.5 per cent.

(b)

Net exchange gains primarily represent the effect on borrowings of the depreciation of the rand against the US dollar.

(c)

Cumulative unrealised exchange gains of US$269 million have been recognised at 30 June 2002 (2001: US$383 million; 2000: US$309 million).

(d)

Disclosed in the consolidated profit and loss account as:

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(a)

Excludes the additional 10 per cent tax applicable to petroleum operations in the UK which commenced during the year ended 30 June 2002.

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(a)

Dividends declared on 3 May 2002 and payable at 30 June 2002 were paid on 3 July 2002.

(b)

Declared final dividend of 6.5 US cents per share (2001: 8.0 US cents per share; 2000: 7.5 US cents per share).

(c)

Interim dividend paid of 6.5 US cents per share (2001: 4.0 US cents per share; 2000: 3.75 US cents).

(d)

5.5 per cent dividend on 50 000 preference shares of £1 each (2001: 5.5 per cent; 2000: 5.5 per cent).

(e)

Dividends per American Depositary Share (ADS) (as declared) for 2002 were 26.0 US cents per share (2001: 49.4 Australian cents; 2000: 49.4 Australian cents).

(f)

Declared final dividend of 6.5 US cents fully franked per share (2001: 12.6 Australian cents per share fully franked; 2000: 12.6 Australian cents unfranked per share).

(g)

Interim dividend paid of 6.5 US cents fully franked per share (2001: 12.1 Australian cents unfranked per share; 2000: 12.1 Australian cents unfranked per share).

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(a)

Refer note 26.

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(a)

Own shares comprised the shares of BHP Billiton Plc held by the Billiton Employee Share Ownership Trust (refer note 23 for a description of the Trust). At 30 June 2002, 659,882 shares (2001: nil) were held by the Trust with a market value at that date of US$3 million (2001: US$nil). At 30 June 2000, 10,695,741 shares were held by the Trust with a market value at that date of US$45 million. Following completion of the DLC merger, vesting of all of the shares in the trust was unconditional at 30 June 2001. The Trust received dividends on the shares held.

(b)

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$nil at 30 June 2002 (2001: US$nil) in the table above and a market value of US$11 million (2001: US$5 million). Other listed investments had a book value of US$69 million (2001: US$4 million) and a market value of US$82 million (2001: US$5 million).

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(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 owing and other long-term financing and reimbursement arrangements.

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(a)

At 30 June 2001, listed investments had a market value of US$105 million.

(b)

Other investments include US$61 million (2001: US$62 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).

(c)

Other investments include US$49 million (2001: US$59 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.

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(a)

In accordance with FRS4 ‘Capital Instruments’, all commercial paper is classified as short-term borrowings though it is backed by medium term facilities. Under US and Australian GAAP, this amount would be grouped with non-current borrowings at 30 June 2002. The maturity of US$849 million of the commercial paper included above as due within one year can be extended beyond one year at the Group’s option.

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(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:

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(a)

The provision for employee entitlements includes applicable amounts for annual leave and associated on-costs. It is anticipated expenditure of approximately US$304 million will be incurred in the year ending 30 June 2003.

(b)

Restructuring provisions include costs for redundancies, site rehabilitation, business terminations and associated contract cancellations.

(c)

Provision is made for site rehabilitation and decommissioning costs relating to a number of BHP Billiton Group companies. These are expected to be incurred over the next 30 years. The provision is calculated on the basis of the discounted value of the amounts estimated to be spent at the end of the life of the operations. Refer note 32: Contingent liabilities for additional details regarding site rehabilitation. 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$2,863 million (2001: US$2,166 million).

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(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 held by BHP Billiton Limited.

(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 Electoral 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)

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.

(e)

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

(f)

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’.

(g)

65,000 (2001: 30,000; 2000: 415,000) shares paid to 71 cents and 1,351,500 (2001: 2,630,000; 2000: 3,833,500) shares paid to 67 Australian cents were converted to fully paid during 2002. There were no partly paid shares issued during the year (2001: nil; 2000: nil). Including bonus shares, 1,815,916 shares were issued on conversion of these partly paid shares. 650,000 (2001: 1,025,000) partly paid shares are entitled to 692,315 (2001: 1,091,728) bonus shares on becoming fully paid.

(h)

As a consequence of the OneSteel Limited spin-out an instalment call of 66 Australian cents per share (pre bonus issue) was made on partly paid shares which was then immediately replaced by application of the capital reduction.

(i)

The Dividend Investment Plan (DIP) and Bonus Share Plan (BSP) each provide shareholders with the opportunity to receive additional shares in lieu of cash dividends. Shares issued during 2000 were issued at a discount of 2.5 per cent from the market price. Market price is the average market price of a specified five-day period prior to issue. The DIP was suspended following payment of the November 1999 half yearly dividend. Since that dividend was unfranked the BSP was suspended in accordance with BHP Billiton Limited’s Constitution and Rule 8 of the BSP on 17 September 1999.

(j)

The number of shares issued on options exercised after 7 July 2001 includes bonus shares.

(k)

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, 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 by Nelson Investment Limited.

(l)

During the period 1 July 2002 to 2 September 2002, 1,283,554 Executive Share Scheme partly paid shares were paid up in full, 3,561,997 fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Employee Share Plan options and 918,120 fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Performance Share Plan Performance Rights.

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(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 are made on the recommendation of the Remuneration Committee and, in the case of other employees, the Remuneration Committee recommends the level of award following proposals from the Executive Committee. Awards are normally made annually in the six weeks after the announcement of the annual or interim results. In 2001, Mr Gilbertson’s awards were made after shareholder approval at the AGM in October 2001. An award takes the form of conditional awards or share options in BHP Billiton Plc and was made subject to performance conditions that are set by the Remuneration Committee. The Remuneration Committee also recommends the value of the ordinary shares to be comprised in an award and this value does not exceed 100 per cent of a participant’s annual base salary.

Subject to the performance conditions being met and the extent to which they are met, the award/option will vest and the participant will become absolutely entitled to the appropriate number of ordinary shares (if any), or if relevant, entitled to exercise options over the relevant number of ordinary shares subject to paying over to the Trust or to BHP Billiton Plc any tax liability arising on the vesting of the award/option. The Employee Share Ownership 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:

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(i)

the performance condition 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 amount of shares that vest under the RSS will not be greater than the amount 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. Awards carry no right to dividends and no voting rights.

(b)

Invitations to participate in the Co-Investment Plan (CIP) are made to selected employees (including Executive Directors) of the BHP Billiton Plc Group. The selected employees are asked to indicate the proportion of their discretionary annual bonus for the current financial year they wish 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 is used 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. Matching awards are normally granted during the 42-day period commencing on the day on which BHP Billiton Plc releases its results for any financial period. In 2001, Mr Gilbertson’s awards were made after shareholder approval at the AGM in October 2001. 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 conditions 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 were made in October 2001 and November 2001 upon the following terms:

(i)

the performance condition 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 condition is met. If the performance condition has 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 amount of shares under the matching award that vest cannot be greater than 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.

Awards issued as presented in the preceding tables represents both committed awards and matching awards.

(c)

All awards issued under the RSS prior to June 2001 vested as a consequence of the DLC merger. Data as presented reflects awards granted after consummation of the merger only.

(d)

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

(e)

The number of shares issued on exercise of options is reported inclusive of a bonus element in relation to the 29 June 2001 bonus issue. The number of shares issued on exercise of options for the year ended 30 June 2002 does not agree with the number of shares issued as reported in note 22 in circumstances where application of the bonus factor of 1.0651 would result in an entitlement to less than one whole share. In such cases, in accordance with the rules of the plan, an additional share is issued to the holder of the option.

(f)

The Employee Share Plan provides 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 Directors deem appropriate. 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 are issued under the Employee Share Plan on the following terms:

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(i)

the limit on the number of shares and outstanding options or other rights issued under the Plan is 8 per cent of issued ordinary capital.

(ii)

shares may be 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.

(iii)

Board of Directors may specify an issue price for an option. The exercise price of an option is market value less a discount not exceeding 10 per cent.

(iv)

where shares are offered, interest free employee loans are 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 that 20-year period.

(v)

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.

(vi)

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 are issued. Although exercise price is 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.

(vii)

the Board of Directors may apply performance hurdles to the exercise of options.

(viii)

options granted from April 1999 to April 2000 are 10-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). The BHP Billiton Limited Group’s performance in terms of TSR is measured against both of these groups to determine if performance hurdles have been achieved.

(ix)

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.

(x)

options granted in October 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.

(xi)

options are not transferable. Options carry no right to dividends and no voting rights.

(xii)

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 continues to participate in the Employee Share Plan is ineligible to participate in the Executive Share Scheme.

(ii)

the limit on the number of shares under the Scheme is 2 per cent of issued ordinary capital.

(iii)

shares are offered at an issue price determined by Directors which is not less than a 10 per cent discount nor more than a 10 per cent premium on the appropriate market price.

(iv)

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.

(v)

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.

(vi)

there is no entitlement to dividends on the Scheme shares while they remain partly paid, unless Directors decide otherwise.

(vii)

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.

(viii)

in respect of Executive Share Scheme share issues after June 1996, the issue of bonus shares will be deferred until the underlying Scheme shares are fully paid up. 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.

(ix)

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 executive, upon fulfillment 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 executive 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 are currently issued on the following terms:

(i)

a Performance Right entitles the beneficiary to one fully paid share in BHP Billiton Limited. The number of shares received on exercise of Performance Rights issued in March 1999 have been increased following the spin-out of OneSteel Limited to reflect the capital reduction impact on the value of BHP Billiton Limited shares. In addition, the number of shares received on exercise of Performance Rights on issue as at 29 June 2001 have been increased following the bonus issue which resulted from the DLC merger. Data, as presented in the preceding tables, has been adjusted to reflect the impact of the capital reduction and the bonus issue.

(ii)

the exercise price of Performance Rights is zero. Performance Rights are not transferable. Performance Rights carry no right to dividends, and no voting rights.

(iii)

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

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(iv)

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 is 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.

(v)

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 in 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.

(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 executives 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 is used to acquire Performance Rights. This is known as the committed award.

Each executive who acquired a committed award was also granted a matching award 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 conditions 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)

the performance condition 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 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. If the performance condition has 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 equal to or in excess of 2 per cent per annum over the Australian Consumer Price Index.

(vi)

the exercise price of Performance Rights is zero. Performance Rights are not transferable. Performance Rights carry no right to dividends, and no voting rights.

(k)

The number of shares received on exercise of Performance Rights issued in March 1999 have been increased following the spin-out of OneSteel Limited to reflect the capital reduction impact on the value of BHP Billiton Limited shares. In addition, the number of shares received on exercise of Performance Rights on issue as at 29 July 2001 have been increased following the bonus issue which resulted from the DLC merger.

(l)

The Bonus Equity Share Plan provides eligible employees with the opportunity to take a portion of their incentive plan award in ordinary shares in BHP Billiton Limited. Employees who elected to take their incentive plan award in shares under the Plan also receive an uplift of 25 per cent so that for each A$1 of award taken as shares, A$1.25 worth of shares will be provided. The shares are either subscribed for or 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 employees 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)

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

(n)

Although the exercise price of options was not effected 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 by A$0.66 following the OneSteel Limited spin-out on 31 October 2000.

(o)

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

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(p)

The values of all awards granted during the year ended 30 June 2002 and of Employee Share Plan options and Performance Rights granted during the years 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. The values of Employee Share Plan options and Performance Rights granted in the year ended 30 June 2001 are shown after taking into account the bonus issue which resulted from the DLC merger.

(q)

Employee Share Plan options granted during the period ended 30 June 2000 are subject to both a qualifying period and performance hurdles before they become exercisable. The performance hurdles relate to the BHP Billiton Limited Group’s performance against either the performance of a number of Australian or international companies. Due to the nature of the performance hurdles which had been established for these options, and in the absence of an appropriate valuation technique, their fair value was considered to be indeterminable. Valuations are not available using the modified Black-Scholes option pricing techniques for options issued in prior periods.

(r)

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

(s)

Subject to performance conditions.

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(a)

Cumulative goodwill set off against reserves on acquisitions prior to 1 July 1998 amounts to US$761 million (2001: US$761 million).

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(a)

BHP Billiton Plc entered into an arrangement under which it contingently agreed to purchase its own shares from a special purpose vehicle (Strand Investment Holdings Limited) established for that purpose. 53,884,402 ordinary shares were purchased in the two years ended to 30 June 2000 at an aggregate purchase price of US$118 million, which were funded by the BHP Billiton Group. The cost of purchasing these shares was deducted from shareholders’ funds. There was no intention to trade these shares and no dividends were 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 considered that the arrangements were such that the shares owned by Strand Investment Holdings Limited had effectively been repurchased by the BHP Billiton Group and so did 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. During the year ended 30 June 2001 these shares were reissued and no shares were held by Strand Investment Holdings Limited at that date. Nor are any such shares held by Strand Investment Holdings Limited at 30 June 2002. Strand Investment Holdings Limited was consolidated as part of the BHP Billiton Group in each of the years described.

(b)

Refer note 22.

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(a)

Finance leases are predominantly related to leases of dry bulk carriers for the Transport and Logistics business. 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.

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(c)

The BHP Billiton Group has commitments under operating leases to make payments totalling US$169 million in the next year as follows:

(d)

Included in other commitments is an amount of US$684 million (2001: US$656 million) representing Boodarie™ Iron’s continuing operating commitments under a number of take or pay contracts for supply of products/services.

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(a)

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

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(a)

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

•

In October 2001, increasing the Australian dollars commercial paper program limit from A$1 billion to A$2 billion. As at 30 June 2002, funds had been drawn under this program, and the majority of the exposure was swapped into US$ via forward foreign exchange contracts that match the maturity of the underlying drawdowns

•

In November 2001, issuing A$1 billion of medium term securities in the Australian debt capital markets. The proceeds from this issue were used to repay higher cost debt. Upon drawdown, the liability was swapped into US$.

•

In June 2002, establishing a US$1.5 billion Euro Medium Term Note (EMTN) program which is listed on the Luxembourg stock exchange. This EMTN program provides the BHP Billiton Group with the capability to access the European capital markets and its establishment is consistent with the BHP Billiton Group’s strategy of diversifying its funding sources.

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(a)

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

(b)

Floating interest rate in future periods will be based on LIBOR applicable at the time of the interest rate reset

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(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)

Recognised in the financial statements.

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(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 10-year term to a five-year term. The book value of these leases is US$26 million (2001: US$25 million). The effect of the swap is to match the initial lease obligation by receiving payments over a 10-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 and the balance of the book value is allocated to 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.

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(a)

The floating rate financial liabilities principally comprise bank loans and overdrafts bearing interest at various rates set with reference to the prevailing LIBOR or equivalent for that time period and country.

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(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$478 million (2001: US$473 million), certain other non-current debtors of US$379 million (2001: US$283 million) the interest free portions of loans to joint ventures of US$nil million (2001: US$215 million) and other current asset investments of US$4 million (2001: US$83 million). Items included within this category are generally intended to be held for periods greater than five years.

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•

reimbursement of transfer expenses;

•

minor purchases of products and stores; and

•

insurance with BHP Billiton Group insurance companies.

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(a)

D A Crawford resigned as Chairman and Partner of KPMG Australia on 28 June 2001.

(b)

J C Conde resigned as Chairman and Managing Director of Broadcast Investments Pty Ltd on 21 March 2001.

(c)

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

•

D A Crawford resigned as Chairman and Partner of KPMG Australia on 28 June 2001. During the year ended 30 June 2001 KPMG Australia received US$1.320 million in fees for services provided to the BHP Billiton Group.

•

the Wesfarmers Group received US$22.287 million during the year ended 30 June 2002 (2001: US$13.492 million) for products and services provided to the BHP Billiton Group. The Wesfarmers Group paid US$5.052 million (2001: US$7.474 million) to the BHP Billiton Group for various products. At 30 June 2002 outstanding receivables from the Wesfarmers Group were US$nil (2001: $0.303 million).

•

Xerox Corporation received US$1.831 million during the year ended 30 June 2002 for products and services provided to the BHP Billiton Group. At 30 June 2002 outstanding amounts due to the Xerox Corporation were US$0.619 million.

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(a)

Excludes US$145 million (2001: US$127 million) of other unsecured contingent liabilities where there is either a possible or present obligation, but the likelihood of the transfer of future economic benefits is remote.

•

Each of the parties was required to make public announcements in terms agreed among the parties, to commit to the obligations in the public announcements and to support a process to reach agreement with the Lower Ok Tedi village communities.

•

BHP Billiton Limited agreed to commit as soon as practicable to the implementation of any tailings option recommended by the independent enquiry or review to be conducted by the State (‘the tailings option’) providing BHP Billiton Limited bona fide considers that option to be economically and technically feasible.

•

BHP Billiton Limited’s commitment to implement the tailings option is subject to unexpected or unforeseen circumstances which may render the tailings option economically or technically unfeasible; and obtaining all necessary leases and other approvals required from the landowners and the State.

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(a)

Debtors—due within one year

(b)

Creditors—amounts falling due within one year

(c)

Provisions for liabilities and charges as at 30 June 2002 includes US$6 million for employee entitlements, US$3 million for restructuring and US$1 million for post-retirement medical benefits.

(d)

Reserves

(e)

Reconciliation of movements in shareholders’ funds

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(a)

Mr Anderson was paid an additional sum of US$5,140,601 after the end of the financial year in connection with the cessation of his employment.

(b)

Total remuneration paid to Mr Goodyear while a Director of the Company was US$1,285,402. This was made up of Base salary US$408,618, Annual Cash Bonus US$562,330, Other Benefits US$314,454.

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•

a consultancy arrangement with a total value of US$104,739 under which Mr Anderson agrees to act as a consultant to the Group for two years commencing at the time he ceases to be a Director; and

•

further payments totalling US$1,571,092.

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•

a payment equal to twice his annual salary as at the date of termination

•

reimbursement of reasonable relocation costs for himself and his immediate family from Australia to the US

•

the right to exercise the balance of his Performance Rights, granted to him under the Performance Share Plan, remaining to be exercised under the contract, irrespective of whether he has satisfied the relevant performance hurdles

•

a period of two years following the date of termination in which he is entitled to exercise all the options granted to him under the Employee Share Plan, irrespective of whether he has satisfied the relevant performance hurdles.

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•

BHP Billiton Plc dated 29 July 2001

•

BHP Billiton Services Jersey Limited, a wholly-owned subsidiary of BHP Billiton Plc dated 29 July 2001

•

BHP Billiton Limited dated 29 June 2001

•

BHP Billiton International Services Ltd, a wholly-owned subsidiary of BHP Billiton Plc, dated 12 July 2001. (Mr. Gilbertson is currently seconded under this agreement to BHP Billiton Executive Services Company Pty Ltd (Secondee Company)).

•

BHP Billiton Limited dated 23 March 1999; and

•

a secondment contract from BHP Billiton Limited to BHP Billiton Plc and Billiton International Services Limited dated 21 December 2001.

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•

total shareholder return relative to the total shareholder return of a global comparator group of companies; and

•

earnings per share growth in excess of an inflationary underpin based on the UK Retail Price Index.

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(1)

Includes accrued bonus shares issued as a result of the DLC Merger Bonus Issue 5 July 2001.

(2)

At 30 June 2002 nil rights were exercisable.

(3)

127,400 performance shares were granted on 8 November 2001 prior to Mr Goodyear’s appointment as an executive Director.

(4)

321,165 shares under Performance Rights held by Mr Anderson vested and were exercised during the year. Mr McNeilly exercised no Performance Rights whilst an executive Director.

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(1)

Includes accrued bonus shares issued as a result of the DLC Merger Bonus Issue 5 July 2001.

(2)

Represents exercise price (pre-adjustment for BHP Steel capital reduction 5 July 2002) divided by bonus factor.

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(1)

Includes fully paid bonus shares issued as a result of the DLC Merger Bonus Issue 5 July 2001 and fully paid bonus shares issued as a result of rights issues in 1995 and 1989.

•

a base fee of US$60,000 per annum (payable from 1 July 2001)

•

a fee of US$1,000 for each meeting attended (payable from 1 January 2002)

•

a fee of US$7,500 to the chairman of a Committee of the Board (payable from 1 July 2001)

•

a travel allowance of US$1,000 for air travel that is more than four hours but less than 12 hours and US$2,500 where air travel is more than 12 hours.

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(a)

Amount paid on retirement at 30 June 2002. These payments were funded in part by superannuation contributions.

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(a)

This is the aggregate in the tables on pages F-103 and F-104 for executive Directors and former executive Directors of Base salary, Annual cash bonus, Deferred cash bonus and other benefits adjusted to reflect the remuneration paid to Mr C W Goodyear for his services as an executive Director of the Company and the emoluments paid to the non-executive Directors set out above.

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(a)

Based on the weighted average number of shares on issue for the period.

(b)

Comparative data has been adjusted to take into account the BHP Billiton Limited bonus share issue effective 29 June 2001. Refer note 23.

(c)

For the period indicated, each American Depositary Share (ADS) represents two ordinary shares. Therefore the earnings per ADS under US GAAP is a multiple of two from the above earnings per share disclosures.

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(a)

In addition to the fair value adjustments on acquisition of the BHP Billiton Plc Group indicated, various adjustments to the net assets of the BHP Billiton Plc Group to reflect US GAAP were also reported. These adjustments have been disclosed in aggregate with similar items relating to the BHP Billiton Limited Group.

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*

Money market deposits with financial institutions have a maturity up to but not more than three months.

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(i)

The increase in fair value of inventory was determined based on the difference between the carrying value and the market value of these assets.

(ii)

The increase in investments relates to increases to the BHP Billiton Plc Group’s equity investments. These equity investments have been measured at fair value and any excess of the fair value over the underlying tangible assets and liabilities has been attributed to mineral reserves within the underlying investments. These uplifts to mineral properties are being amortised over their estimated useful lives on a unit of production and, on an investment-by-investment basis. The estimated useful lives are not expected to exceed 30 years.

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(iii)

The increase in property, plant and equipment relates to increases in the carrying value of the BHP Billiton Plc Group’s property, plant and equipment to their estimated fair value. The increase in carrying value of the property, plant and equipment is to be amortised over the estimated useful life of the property, plant and equipment, primarily on a unit of production basis. The estimated useful lives range between one year and 33 years.

(iv)

The amount of total consideration allocated to the BHP Billiton Plc Group’s developed and undeveloped properties has been estimated by the BHP Billiton Group management using current estimates of the status and prospects of the BHP Billiton Plc Group’s developed and undeveloped property portfolio as contained in the BHP Billiton Plc Group’s strategic plans. The undeveloped properties include only those identified properties that have advanced to a stage of development feasibility where management believes reasonable estimates of projected cash flows can be prepared and proven and probable reserves exist. The value allocated to the developed and undeveloped properties was determined utilising a risk adjusted income approach that included earnings discounted by the appropriate cost of capital for the investment. Estimates of future cash flows related to individual developed and undeveloped properties were based on existing estimates of revenues and contribution margin for the project. The increase in developed properties is being amortised over their estimated exploitable useful lives on a project-by-project basis. Amortisation for each project is deferred until such time as production commences.

(v)

The long-term contracts were attributed a fair value.

(vi)

Goodwill represents the remainder of unallocated purchase consideration. Goodwill is currently amortised over its expected useful economic life and in future years will be subject to periodic impairment tests.

(vii)

The decrease in long-term debt was as a result of attributing a fair value to fixed interest rate long-term loans which were not recorded at fair value in the BHP Billiton Plc Group’s financial statements.

(viii)

Deferred taxes have been computed on the excess of fair value over book value, other than for goodwill, using the applicable statutory tax rates.

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(a)

Based on net profit attributable to members of BHP Billiton Group.

(b)

Comparative data has been adjusted to take into account the bonus share issue effective 29 June 2001. Refer note 23.

(c)

Refer note 12.

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(a)

In Bass Strait, the North West Shelf and the North Sea, LPG is extracted separately from crude oil and natural gas.

(b)

Production for reserves reconciliation differs slightly from marketable production due to timing of sales and corrections to previous estimates.

(c)

Total proved oil, condensate and LPG reserves include 20.5 million barrels derived from probabilistic aggregation procedures.

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(a)

Production for Australia includes gas sold as LNG.

(b)

Production for reserves differs slightly from marketable production due to timing of sales and corrections to previous estimates.

(c)

Total proved natural gas reserves include 185.4 billion cubic feet derived from probabilistic aggregation procedures.

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(a)

Includes US$286 million (2001: US$286 million; 2000: US$336 million) attributable to prior year revaluations of fixed assets above historical costs and related accumulated amortisation thereof of US$222 million (2001: US$217 million).

(b)

Includes US$125 million (2001: US$118 million) attributable to capitalised exploration, evaluation and development expenditures which would be expensed under US GAAP and related accumulated amortisation thereof of US$87 million (2001: US$86 million).

(c)

Net capitalised costs include capitalised pre-production costs of US$479 million (2001: US$338 million), comprising exploration expenditure of US$137 million (2001: US$61 million), development expenditure of US$317 million (2001: US$277 million) and investments of US$25 million (US$nil).

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(a)

Represents gross exploration expenditure.

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(a)

Exploration expenses exclude capitalised exploration, evaluation and development expenditures of US$6 million (2001: US$5 million; 2000: US$5 million) which would have been expensed under US GAAP. In a related manner, depreciation is higher in 2002 by US$1 million (2001: US$2 million; 2000: US$2 million) than that required under US GAAP.

(b)

Predominantly includes the effect of a change in policy for providing expenditure for restoration and rehabilitation. At 30 June 2001, this policy was changed such that a provision for full cost expected to be incurred at the end of the life of each asset on a discounted to net present value basis is recognised at the beginning of each project and capitalised as part of the cost of the asset. The capitalised cost is amortised over the life of the operation and the annual increase in the net present value of the provision for the expected cost is included in expenses from ordinary activities.

(c)

Amounts shown exclude general corporate overheads, interest income and borrowing costs, and downstream processing of oil and gas into products for resale and, accordingly, do not represent all of the operations attributable to the petroleum segment presented in note 4. There are no equity minority interests.

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(a)

Total future dismantlement, abandonment and rehabilitation obligations at 30 June 2002 are estimated to be US$402 million (2002) and this amount has been included in the Standardised Measure calculation.

(b)

Future costs to develop our proved undeveloped reserves over the next three years are expected to be US$1,052 million (2003), US$988 million (2004) and US$587 million (2005).

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(a)

Changes in reserves quantities are shown in the Oil & Gas Reserves on pages F-137 and F-138. Reserve quantities are discussed under ‘Business Description—Petroleum’.

(b)

Includes the effect of foreign exchange.

(c)

Reflects the sale of Buffalo oil field in Northern Australia on 30 March 2001.

(d)

Reflects the sale of PNG assets in December 1999.

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(a)

Natural gas production figures exclude gas sold as LNG or ethane.

(b)

LNG consists primarily of liquefied methane.

(c)

LPG consists primarily of liquefied propane and butane.

(d)

Oil and condensate prices net of commodity hedging were US$22.58 (2001: US$28.04; 2000: US$22.86).

(e)

Average production costs include direct and indirect production costs relating to the production and transportation of hydrocarbons to the point of sale. This includes shipping where applicable. Average production costs have been shown including and excluding resource rent tax and other indirect taxes and duties.

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(i)

giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2001 and 30 June 2000 and of their performance for the years ended on those dates; and

(ii)

complying with Accounting Standards and the Corporations Regulations (2001); and

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(a)

30 June 2001 refers to the year ended 30 June 2001, 30 June 2000 refers to the thirteen months ended 30 June 2000 and 31 May 1999 refers to the year ended 31 May 1999. Refer note 1 (Change of financial year).

(b)

Translation of amounts from Australian dollars into US dollars has been made throughout the consolidated financial statements for the convenience of the reader at the noon buying rate in New York City for cable transfers in Australian dollars as certified for customs purposes by the Federal Reserve Bank of New York on Friday 29 June 2001, at US$0.5100 = A$1.

(c)

Comparative data has been adjusted to take into account the bonus issue of shares effective 29 June 2001. Refer note 29.

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(a)

30 June 2001 refers to the year ended 30 June 2001, 30 June 2000 refers to the thirteen months ended 30 June 2000 and 31 May 1999 refers to the year ended 31 May 1999. Refer note 1 (Change of financial year).

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•

It is expected that the expenditure will be recouped by future exploitation or sale; or

•

Substantial exploration and evaluation activities have identified a mineral resource but these activities have not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves,

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(a)

an expectation that legislation will not change in a manner which would adversely affect the ability of the companies concerned to realise the benefits;

(b)

the ability of the companies concerned to comply with the conditions for deductibility imposed by law; and

(c)

the ability of the companies concerned to either derive future assessable income of a nature and of sufficient amount to enable the benefits to be realised, or to transfer tax losses to related companies.

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(a)

deferred and included in the measurement of the anticipated transaction when it occurs; or

(b)

included in the Statement of Financial Performance where the anticipated transaction is no longer expected to occur.

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(a)

The BHP Billiton Limited Group has been negotiating with the other shareholders on the terms and conditions related to its exit from Ok Tedi. Based upon the status of these negotiations it has been decided to write-off the BHP Billiton Limited Group’s share of Ok Tedi’s net assets ($286 million after tax and outside equity interests). The Minerals segment results include an $804 million write-off reflecting 100% of the net assets of Ok Tedi, which is prior to deducting outside equity interests of $518 million. From 1 July 2001 no BHP Billiton Limited Group profit from Ok Tedi will be recognised except to the extent that actual dividends are received by the BHP Billiton Limited Group.

(b)

The BHP Billiton Limited Group announced on 29 March 2001 that it would cease further investment in HBI Venezuela. Based upon changing operating and market conditions, the plant is not expected to meet the operational and financial performance targets necessary to justify further investment in the project. The total loss on the write-off of the equity investment in HBI Venezuela and the establishment of provisions to cover related financial obligations to banks and other associated costs is $811 million, of which $356 million is reported in the Minerals segment and $455 million is reported in Group and unallocated items.

(c)

The net profit from the equalisation of Queensland Coal interests of $248 million includes proceeds of $760 million which have been included in other revenue.

(d)

Refer page F-160 Income tax audit—Non-deductibility of financing costs.

(e)

Net profit from asset sales in 2000 includes proceeds of: Petroleum $327 million, Steel $437 million and Services $81 million, which have been included in other revenue.

(f)

Following various asset sales and an internal reorganisation, the Services segment ceased to exist from 1 July 2000. As a consequence, Transport and Logistics is reported in the Steel segment and remaining services businesses including Shared Business Services, lnsurances and Corporate Services are reported in Group and unallocated items. Comparative data has been adjusted accordingly. 2000 and 1999 data for Services mainly relates to businesses now sold.

(g)

Net profit from asset sales in 1999 includes proceeds of: Minerals $619 million, Petroleum $276 million and Services $489 million, which has been included in other revenue. BHP Billiton Limited net profit from the asset sale in 1999 includes proceeds of $438 million, which has been included as other revenue.

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(a)

Cost of goods sold for the BHP Billiton Limited Group was $10,239 million (BHP Billiton Limited—$117 million). Comparative data has not been provided as revised AASB 1018: Statement of Financial Performance does not require this disclosure for prior reporting periods.

(b)

2001 for the BHP Billiton Limited Group includes $379 million arising from the accounting policy change for pension plans. Refer note 1 (Change in accounting policies).

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(a)

Amounts have been capitalised at a weighted average rate of 6.6% (2000—6.4%) on funds borrowed generally.

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(a)

2001 excludes $363 million charged to profit as a result of the change in accounting policy for restoration and rehabilitation. Refer note 1 (Change in accounting policies) and note 28.

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(a)

Refer note 31.

(b)

Refer note 38.

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Minerals (exploration for and mining, processing and marketing of iron ore, coal, diamonds, silver, lead, zinc, copper and copper by-products including gold);

—

Petroleum (exploration for and production, processing and marketing of hydrocarbons); and

—

Steel (manufacture and marketing of steel products and transport and logistics);

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(a)

Following various asset sales and an internal reorganisation, the Services segment ceased to exist from 1 July 2000. As a consequence, Transport and Logistics is reported in the Steel segment and remaining services businesses including Shared Business Services, Insurances and Corporate Services are reported in Group and unallocated items. Comparative data has been adjusted accordingly. 2000 and 1999 data for Services mainly relates to businesses now sold.

(b)

Net profit is before deducting outside equity interests.

(c)

Excluding capitalised borrowing costs and capitalised exploration.

(d)

Includes the OneSteel Limited business, which was spun-out in October 2000.

(e)

Includes consolidation adjustments.

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(a)

Net profit is before deducting outside equity interests.

(b)

Export sales amounting to $7,892 million, $6,489 million and $6,284 million are included in Australian revenue from ordinary activities for 2001, 2000 and 1999 respectively. Approximately 28%, 27% and 27% of such sales during 2001, 2000 and 1999, respectively, were to customers in Japan.

(a)

Dividends declared at 30 June 2001 were paid on 2 July 2001.

(b)

338,066,630 shares held by the Beswick Group were bought back and cancelled by BHP Billiton Limited in March 1999. The buy-back consideration included a dividend component of $1,352 million. Refer note 29.

(c)

The BHP Billiton Limited Group had a franking account balance of $225 million at 34 cents in the dollar, available at 30 June 2001 before the 2 July 2001 dividend payment. An amount of $466 million at 30 cents in the dollar was used as a result of the 2 July 2001 dividend payment. (The BHP Billiton Limited Group had a franking account balance of $24 million at 36 cents in the dollar available at 30 June 2000). It is anticipated that dividends payable in the following year will be fully franked.

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(a)

Comparative data has been restated to take into account the bonus share issue effective 29 June 2001. Refer Note 29.

(b)

Based on net profit/(loss) attributable to members of BHP Billiton Limited.

(c)

For the periods indicated, each ADS represents two ordinary shares.

(d)

Basic earnings per share would have been 45.8 cents (2000—41.2 cents; 1999—(66.9) cents) had the revised accounting policies for restoration and rehabilitation provisions, pension costs and employee compensation costs been applied throughout the respective financial periods. Refer note 1 (Change in accounting policies).

(e)

Performance Rights are excluded and would only be included when an issue of shares is expected to occur.

(f)

Diluted earnings per share would have been 45.5 cents (2000—40.8 cents; 1999—(66.9) cents) had the revised accounting policies for restoration and rehabilitation provisions, pension costs and employee compensation costs been applied throughout the respective financial periods. Refer note 1 (Change in accounting policies).

(g)

The weighted average diluted number of ordinary shares has been adjusted for the effect of Employee Share Plan options and Executive Share Scheme partly paid shares to the extent they were dilutive at balance date. Refer note 30.

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(a)

The value of trade receivables at 30 June 2001 would have been $61 million higher (2000—$135 million) but for sale of such receivables. Collections of $227 million (2000—$291 million) were held on behalf of the purchasers of the receivables at 30 June 2001, and have been classified as sundry creditors.

(b)

Includes US$ denominated receivables to the value of $1,213 million (2000—$1,261 million).

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(a)

Market value of quoted shares in other corporations is $207 million.

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(a)

The value of Employee Share Plan loans at 30 June 2001 would have been $279 million higher (2000—$452 million) but for sale of such loans. Refer note 12.

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(a)

The proportion of voting power held by the BHP Billiton Limited Group corresponds to ownership interest.

(b)

Equity accounted results for Samarco Mineração S.A. are now taken up by the BHP Billiton Limited Group on a one-month lag (previously on a two-month lag, with the $4 million profit impact of the reduced lag reflected in the BHP Billiton Limited Group result in 2001). An additional 1% ownership interest was acquired in June 2000 and was reflected in the BHP Billiton Limited Group result for 2001.

(c)

A 50% interest in QCT Resources Ltd was acquired on 20 October 2000 and equity accounted from 1 November 2000 until its disposal on 28 June 2001.

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(a)

Following the adoption of revised Australian Accounting Standard AASB 1041: Revaluation of Non-Current Assets, all classes of property, plant and equipment previously carried at Directors’ valuation have reverted to a deemed cost basis of measurement. Refer note 1 (New accounting standards). Comparatives presented above include amounts previously carried at Directors’ valuation as follows:

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(h)

Includes $10 million (2000—$146 million) transferred from exploration and/or evaluation stage to development stage, not yet producing, and $32 million (2000—$278 million) transferred from development stage, not yet producing to now in production.

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(a)

In determining the classification by currency the effect of cross currency swaps has been taken into account.

(b)

Refer note 27.

(c)

Secured by charges over certain assets.

(d)

2001 includes an amount of $376 million being the Australian dollar obligation on two cross currency swaps issued in May 1999 and maturing in June 2002 related to the 1992 Yankee Bond issue which matures in December 2012—Refer also footnote (e) below.

(e)

2001 includes an amount of $(495) million (at the exchange rate prevailing at 30 June 2001) being the US dollar receivables on two cross currency swaps issued in May 1999 and maturing in June 2002 related to the 1992 Yankee Bond issue which matures in December 2012—Refer also footnote (d) above.

(f)

These amounts were effectively hedged. Refer note 1 (Foreign currency transactions).

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(a)

Weighted average interest rates and currency classifications take into account the effect of interest rate and cross currency swaps.

(b)

Refer note 24.

(c)

Beswick Pty Ltd: ‘A’ Redeemable preference shares

(d)

Beswick Pty Ltd: ‘B’ Redeemable preference shares

(e)

BHP Operations Inc: Preferred stock

(f)

BHP Steel (Thailand) Ltd: Preference shares

(g)

Secured by charges over certain assets.

(h)

These amounts were effectively hedged. Refer note 1 (Foreign currency transactions).

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(a)

Contributed equity reduced by $1,244 million due to the spin-off of OneSteel Limited, including spin-off costs of $57 million. This reflected a capital reduction of $0.66 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.

(b)

The DLC structure between BHP Billiton Limited and BHP Billiton Plc was established on 29 June 2001. Under the terms of the DLC structure BHP Billiton Limited issued fully paid bonus shares effective 29 June 2001 with the allotment of shares occurring on 9 July 2001. Refer note 53.

(c)

338,066,630 ordinary shares held by the Beswick Group were bought back and cancelled by BHP Billiton Limited during 1999. The consideration for BHP Billiton Limited of $4,067 million was charged against contributed equity ($2,715 million) and retained earnings ($1,352 million). The consideration for the BHP Billiton Limited Group of $74 million was charged against contributed equity. As a consequence of this transaction, the contributed equity for the BHP Billiton Limited Group exceeds the contributed equity for BHP Billiton Limited by $570 million, representing the premium paid by BHP Billiton Limited to the Beswick Group on buy-back. This premium was eliminated on consolidation.

(d)

30,000 (2000—415,000; 1999—110,000) shares paid to 71 cents and 2,630,000 (2000—3,833,500: 1999—1,575,000) shares paid to 67 cents were converted to fully paid during 2001. There were no partly paid shares issued during the year (2000—nil; 1999—nil).

(e)

As a consequence of the OneSteel Limited spin-off an instalment call of $0.66 per share was made on partly paid shares, which was then immediately replaced by application of the capital reduction.

(f)

Refer note 53 for details of the BHP Special Voting Share.

(g)

The Dividend Investment Plan (DIP) and Bonus Share Plan (BSP) each provide shareholders with the opportunity to receive additional shares in lieu of cash dividends. Shares issued during 1999 and 2000 were issued at a discount of 2.5% from the market price. Market price is the average market price of a specified five day period prior to issue. The DIP was suspended following payment of the November 1999 half-yearly dividend. Since that dividend was unfranked the BSP was suspended in accordance with BHP Billiton Limited’s Constitution and Rule 8 of the BSP on 17 September 1999.

(h)

The Share Purchase Scheme enabled shareholders to purchase small parcels of shares at a discount of 2.5% from market price. The scheme was suspended with effect from 1 March 1999.

(i)

Refer note 30.

(j)

During the period 1 July 2001 to 3 September 2001, 205,000 Executive Share Scheme partly paid shares were paid up in full and 893,566 fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Employee Share Plan options.

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(a)

The Employee Share Plan provides eligible employees with the opportunity to acquire fully paid ordinary shares or options for ordinary shares in BHP Billiton Limited at such times as the Directors deem appropriate. Shares and options are issued under the Employee Share Plan on the following terms:

—

the limit on the number of shares and outstanding options or other rights issued under the Plan is 8% of issued ordinary capital.

—

shares may be 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%.

—

the Board of Directors may specify an issue price for an option. The exercise price of an option is market value less a discount not exceeding 10%.

—

where shares are offered, interest free employee loans are 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 that 20-year period.

—

at cessation of employment an extension of the loan repayment period may be granted if the outstanding loan is in a non profitable position. The extension will be reviewed annually. If during the extension period the shares become profitable, BHP Billiton Limited will arrange for the sale of those shares.

—

each option is granted over one unissued share in BHP Billiton Limited plus 1.0651 bonus shares which attach to that share pursuant to the Rules of the Plan.

—

exercise price is unaffected by the bonus share issue which took effect on 29 June 2001.

—

the Board of Directors may apply performance hurdles to the exercise of options.

—

options granted from April 1999 to April 2000 are 10-year options, not exercisable until after three years, and then only if performance hurdles are achieved. These performance hurdles relate to two comparative groups (ASX 100 index and an international comparative group). The BHP Billiton Limited Group’s performance in terms of total shareholder return is measured against both of these groups to determine if performance hurdles have been achieved.

—

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. The BHP Billiton Limited Group’s performance in terms of total shareholder return 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.

—

options carry no voting rights.

—

unexercised options will expire at the end of the exercise period.

(b)

Options, Performance Rights and partly paid shares are not transferable nor are they listed and as such do not have a market value. Refer footnote (k) for estimated fair values.

(c)

The Executive Share Scheme provides for senior executives to acquire partly paid ordinary shares in BHP Billiton Limited. Partly paid shares issued under the Executive Share Scheme are issued on the following terms:

—

only full-time executive employees (including Executive Directors) are considered eligible. Any eligible executive who continues to participate in the Employee Share Plan is ineligible to participate in the Executive Share Scheme.

—

the limit on the number of shares under the Scheme is 2% of issued ordinary capital.

—

shares are offered at an issue price determined by the Directors which is not less than a 10% discount nor more than a 10% premium on the appropriate market price.

—

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.

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—

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.

—

there is no entitlement to dividends on the Scheme shares while they remain partly paid, unless the Directors decide otherwise.

—

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. In respect of Executive Share Scheme share issues after June 1996, the issue of bonus shares will be deferred until the underlying Scheme shares are fully paid up. Such bonus shares will not attract or accrue dividends while their issue is deferred.

—

bonus shares issued on Scheme shares prior to 28 June 1996 are held in escrow until the Scheme shares are fully paid.

—

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

(d)

Performance Rights have been issued to executive officers under the BHP Performance Share Plan. 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 executive, upon fulfillment 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 executive requests that they be transferred. In addition to the above, Performance Rights are currently issued on the following terms:

—

a Performance Right entitles the beneficiary to one fully paid share in BHP Billiton Limited plus 1.0651 bonus shares which attach to that share pursuant to the Rules of the Plan.

—

the exercise price of the Performance Rights is zero.

—

Performance Rights are not transferable.

—

Performance Rights carry no right to dividends.

—

Performance Rights carry no voting rights.

—

Performance Rights will lapse if performance hurdles or service conditions are not satisfied or in other specified situations.

—

Performance Rights lapse on the tenth anniversary of their date of issue unless previously exercised or lapsed in accordance with their terms of issue.

—

the performance hurdles attached to Performance Rights issued from November to December 2000 relate to a global comparator group of companies. The BHP Billiton Limited Group’s performance in terms of total shareholder return is measured against this group of companies to determine if the performance hurdles have been achieved. This measurement is first taken after 30 June 2003 and the Performance Rights lapse if the hurdles have not been achieved within the two years following this date.

(e)

The number of shares received on exercise of Performance Rights issued in March 1999 have been increased following the OneSteel Limited spin-off to reflect the capital reduction impact on the value of BHP Billiton Limited shares.

(f)

The Bonus Equity Share Plan provides eligible employees with the opportunity to take their incentive plan award in ordinary shares in BHP Billiton Limited. As of 30 June 2001, no shares were issued under this Plan. Employees who have elected to take their incentive plan award for the year ended 30 June 2001 in shares under the Plan will also receive an uplift of 25% so that for each $1.00 of award taken as shares, $1.25 worth of shares will be provided. The shares are either subscribed for or 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:

—

while the shares are held in trust, the employees 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.

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

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(g)

Following the OneSteel Limited spin-off the exercise price of options issued under the Employee Share Plan prior to 31 October 2000 was reduced by $0.66.

(h)

The bonus issue which took effect 29 June 2001 (refer note 29) did not affect the exercise price of options or Performance Rights. However, the number of shares attributed to each option and Performance Right has been increased to reflect the bonus issue.

(i)

Shares issued on exercise of Performance Rights include shares purchased on market.

(j)

For options issued in May 1995 and prior, the weighted average exercise price has been adjusted to reflect that holders of these options received 11 shares for each 10 options exercised as a result of the 1995 bonus issue.

(k)

The values of Employee Share Plan options and Performance Rights granted during the year ended 30 June 2001 and the significant key assumptions used to derive the values have been determined by an actuary at the request of the BHP Billiton Limited Group. The BHP Billiton Limited 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 Limited Group. The actual value of Employee Share Plan options and Performance Rights to the holder may differ materially from the values shown. The values of Employee Share Plan options and Performance Rights shown are pre bonus.

(l)

Employee Share Plan options granted during the periods ended 30 June 2000 and 31 May 1999 are subject to both a qualifying period and performance hurdles before they become exercisable. The performance hurdles relate to the BHP Billiton Limited Group’s performance against either the performance of a number of Australian or international companies. Due to the nature of the performance hurdles which had been established for these options, and in the absence of an appropriate valuation technique, their fair value was considered to be indeterminable. Valuations are not available using the modified Black-Scholes option pricing techniques for options issued in prior periods.

(m)

Performance Rights granted during the period ended 31 May 1999 are subject to either service conditions or performance hurdles before they become exercisable. The weighted average fair value of Performance Rights granted relates only to the 550,000 Performance Rights which have service conditions attached. Due to the nature of the performance hurdles, which had been established for the Performance Rights, and in the absence of an appropriate valuation technique, their fair value was considered to be indeterminable. Valuations are not available using the modified Black-Scholes option pricing techniques for Performance Rights subject to performance hurdles issued in prior periods.

(n)

Subject to performance conditions.

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(a)

Consolidated income tax benefit applicable $79 million (2000—$52 million benefit; 1999—$110 million expense).

(b)

Consolidated income tax benefit applicable $63 million (2000—$4 million benefit; 1999—$2 million expense).

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(a)

Refer note 10.

(b)

Refer note 2 (Spin-off of steel businesses).

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(a)

Refer note 24.

(b)

Cash received in 2000 excludes $32 million deferred consideration for controlled entities sold in prior years. There was no deferred consideration received in 2001 or 1999 for entities sold in prior years.

(c)

These entities comprised the principal Dia Met assets acquired collectively. Total consideration was $746 million with $733 million of cash paid in the current year and $13 million of deferred consideration. The fair value of net tangible assets acquired was $746 million.

(d)

Refer footnote (m) of note 48 for a full list of the individual entities, which comprise the OneSteel Limited Group.

(e)

These entities comprised the principal Manganese assets sold collectively. Profit on this sale was $353 million.

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(a)

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

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(a)

Amount represents $A equivalent of principal payable under the swap contract.

(b)

Floating interest rate on pay leg in future periods will be based on LIBOR applicable at the time of the interest rate reset.

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(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.

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(a)

Includes loan and performance guarantees.

•

Each of the parties was required to make public announcements in terms agreed among the parties, to commit to the obligations in the public announcements and to support a process to reach agreement with the Lower Ok Tedi village communities.

•

BHP Billiton Limited agreed to commit as soon as practicable to the implementation of any tailings option recommended by the independent enquiry or review to be conducted by the State (the tailings option) providing BHP Billiton Limited bona fide considers that option to be economically and technically feasible.

•

BHP Billiton Limited’s commitment to implement the tailings option is subject to unexpected or unforeseen circumstances, which may render the tailings option economically or technically unfeasible; and obtaining all necessary leases and other approvals required from the landowners and the State.

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(a)

Finance leases are predominantly related to leases of dry bulk carriers for the Transport and Logistics business. Refer notes 24 and 27.

(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.

(c)

Included in other commitments is an amount of $1,298 million (2000—$1,364 million) representing HBI Western Australia’s continuing operating commitments under a number of take or pay contracts for supply of products/services.

(d)

In addition to the amounts shown above, BHP Billiton Limited has announced an on-market share buy-back program for the purchase of up to 90 million shares (approximately five percent of issued capital). Following implementation of the DLC structure, the buy-back program has been adjusted such that the number of shares continues to represent approximately five per cent of issued capital. The buy-back program is expected to be completed by September 2002, depending on market circumstances. As at 30 June 2001, there have been no shares bought back under this program. Five per cent of issued capital at 30 June 2001 represents approximately 185 million fully paid ordinary shares and is valued at approximately $1,914 million based on the market price of fully paid ordinary shares as at Friday 29 June 2001 of $10.39 (which has been adjusted to reflect the bonus issue effective 29 June 2001).

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(a)

Accrued benefits, plan assets, net surplus/(deficit) and vested benefits are measured as at the last reporting date of each fund listed above. The reporting dates for the other plans are between 1 January 2001 and 31 March 2001.

(b)

Vested benefits are benefits, which are not conditional upon continued membership of the respective fund or any other factor other than resignation from the fund. Accrued benefits are calculated by the actuary as the present value of future benefit payments in relation to membership up to the dates noted in (a) above. In respect of the BHP Superannuation Fund, the last actuarial review was undertaken as at 30 June 2000. The results of this review were made available after completion of the 2000 annual report, and comparative data presented above has been restated accordingly. The accrued benefits as at 30 June 2001 are estimated.

(c)

Enforceable legal obligation on the BHP Billiton Limited Group to contribute. Contributions are made by the member and the BHP Billiton Limited Group and are based on a percentage of a member’s salary or wage.

(d)

This does not include multi-employer sponsored plans for which the information relating to BHP Billiton Limited Group employees is not available.

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(a)

Directors’ remuneration has been determined in accordance with Urgent Issues Group Abstract 14—Directors’ Remuneration. For some Executive Directors, remuneration includes BHP Billiton Limited contributions to superannuation funds and an imputed notional contribution calculated at the determined actuarial rate. Where Executive Directors have Employee Share Plan loans an imputed interest component is included in remuneration.

(b)

Options granted during 2001 and 2000 under the Employee Share Plan are subject to both a qualifying period and performance hurdles before they become exercisable. The performance hurdles relate to the BHP Billiton Limited Group’s performance against the performance of a number of Australian companies. These options have an exercise price equivalent to market price at date of issue less, in the case of some options, a discount of one cent. The value of an Employee Share Plan option granted during the year ended 30 June 2001 has been determined by an actuary using modified Black-Scholes option pricing techniques to be $6.40 (pre bonus issue). Remuneration for 2001 includes amounts in relation to options granted during the year. The aggregate remuneration of $171.901 million includes $9.050 million for options granted in 2001. In 2000, due to the nature of the performance hurdles, which had been established for these options, and in the absence of an appropriate valuation technique, their value was considered to be indeterminable. Valuations are not available using the modified Black-Scholes option pricing techniques for options issued in the prior period. Refer to note 30 for details of all issues.

(c)

Performance Rights granted during 2001 are subject to both a qualifying period and performance hurdles before they become exercisable. The performance hurdles relate to the BHP Billiton Limited Group’s performance against the performance of a number of international companies. The value of a Performance Right granted during the year ended 30 June 2001 has been determined by an actuary using modified Black-Scholes option pricing techniques to be $14.73 (pre bonus issue). Remuneration for 2001 includes amounts in relation to Performance Rights granted during the year. The aggregate remuneration of $171.901 million includes $15.402 million for Performance Rights granted in 2001. Refer to note 30 for details of all issues.

(d)

Remuneration for 2001 includes incentives payable to Executive Directors based on the achievement of business performance targets and individual performance for the year ended 30 June 2001. Remuneration for 2000 includes incentives paid to Executive Directors for the financial period ended 30 June 2000 and also includes the payment of incentives related to 1999 performance. A change in the basis of reporting incentive payments was made in the financial period ended 30 June 2000. Non-executive Directors are not entitled to any form of performance related remuneration.

(e)

Directors’ remuneration for 2000 excludes benefits of $0.033 million provided to a former Executive Director in accordance with severance arrangements.

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(a)

Directors of the BHP Billiton Limited Group receiving prescribed benefits in connection with retirement are also Directors of BHP Billiton Limited.

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(a)

An executive officer is a person who is directly accountable and responsible for the strategic direction and operational management of the BHP Billiton Limited Group. Executive officers of the BHP Billiton Limited Group are also the executive officers of BHP Billiton Limited.

(b)

Executive officers’ remuneration has been determined in accordance with Urgent Issues Group Abstract 14—Directors’ Remuneration. For some executive officers, remuneration includes contributions by the BHP Billiton Limited Group to superannuation funds and an imputed notional contribution calculated at the determined actuarial rate. Where executive officers have Employee Share Plan loans an imputed interest component is included in remuneration.

(c)

Options granted during 2001 and 2000 under the Employee Share Plan are subject to both a qualifying period and performance hurdles before they become exercisable. The performance hurdles relate to the BHP Billiton Limited Group’s performance against the performance of a number of Australian companies. These options have an exercise price equivalent to market price at date of issue less, in the case of some options, a discount of one cent. The value of an Employee Share Plan option granted during the year ended 30 June 2001 has been determined by an actuary using modified Black-Scholes option pricing techniques to be $6.40 (pre bonus issue). Remuneration for 2001 includes amounts in relation to options granted during the year. In 2000, due to the nature of the performance hurdles which had been established for these options, and in the absence of an appropriate valuation technique, their value was considered to be indeterminable. Valuations are not available using the modified Black-Scholes option pricing techniques for options issued in the prior period. Refer to note 30 for details of all issues.

(d)

Performance Rights granted during 2001 are subject to both a qualifying period and performance hurdles before they become exercisable. The performance hurdles relate to the BHP Billiton Limited Group’s performance against the performance of a number of international companies. The value of a Performance Right granted during the year ended 30 June 2001 has been determined by an actuary using modified Black-Scholes option pricing techniques to be $14.73 (pre bonus issue). Remuneration for 2001 includes amounts in relation to Performance Rights granted during the year. The aggregate remuneration of executive officers of $60.686 million includes $12.965 million for Performance Rights granted in 2001. Refer to note 30 for details of all issues.

(e)

Remuneration for 2001 includes incentives payable to executive officers based on the achievement of business performance targets and individual performance for the year ended 30 June 2001. Remuneration for 2000 includes incentives paid to executive officers for the financial period ended 30 June 2000 and also includes the payment of incentives related to 1999 performance. A change in the basis of reporting incentive payments was made in the financial period ended 30 June 2000.

(f)

Executive officers’ remuneration for 2000 excludes benefits of $0.033 million provided to a former executive officer in accordance with severance arrangements.

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(a)

The BHP Billiton Limited Group’s interest in Central Queensland Coal Associates and Gregory joint ventures decreased to 50% in June 2001.

(b)

The BHP Billiton Limited Group’s effective interest at 30 June 2001 is 77% with 3% attributable to outside equity interests in Dia Met Minerals Ltd.

(c)

The BHP Billiton Limited Group’s interest in Hartley was disposed of in January 2001.

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(a)

Included in contingent liabilities arising from joint venture operations. Refer note 38.

(b)

Included in capital expenditure commitments. Refer note 39.

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(a)

BHP Billiton Limited is the ultimate parent entity in the BHP Billiton Limited Group.

(b)

The names of these entities were changed in 2001:

(c)

These entities were acquired/incorporated/formed in 2001.

(d)

The BHP Billiton Limited Group’s 100% ownership of the ordinary share capital in this entity represents a beneficial interest of 75% of the entity. Outside interests own 100% of the preference share capital, representing a beneficial interest of 25%.

(e)

Ownership interest increased from 75% in 2000.

(f)

The BHP Billiton Limited Group holds an ownership interest of 49% in BHP Steel Building Products (Sabah) Sdn Bhd, which is classified as a controlled entity pursuant to Australian Accounting Standard AASB 1024: Consolidated Accounts because the BHP Billiton Limited Group can exercise voting control.

(g)

Ownership interest decreased from 54% in 2000. The BHP Billiton Limited Group’s ownership of the ordinary share capital in this entity represents a beneficial interest of 39% represented by its 65% ownership in BHP Steel Building Products New Caledonia SA, which in turn has 60% ownership of this entity.

(h)

Ownership interest increased from 79% in 2000.

(i)

Ownership interest decreased from 90% in 2000.

(j)

Ownership interest decreased from 100% in 2000.

(k)

Ownership interest increased to 100% with effect from 1 July 2001, for the purposes of the BHP Billiton Limited Group consolidated result.

(l)

The BHP Billiton Limited Group holds an ownership interest of 25% on Steel Holdings Co Ltd, which is classified as a controlled entity pursuant to Australian Accounting Standard AASB 1024: Consolidated Accounts because the BHP Billiton Limited group can exercise voting control.

(m)

These entities formed part of the OneSteel Limited Group which was spun-out with effect from 31 October 2000.

(n)

BHP Billiton Finance (USA) Ltd is 100% owned by BHP Billiton Limited. BHP Billiton Limited and BHP Billiton Plc have each fully and unconditionally guaranteed BHP Billiton Finance (USA) Limited’s debt securities.

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(a)

Appointed on 29 June 2001

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*

Employee Share Plan loan repayments.

/

Other loans received.

#

Other loan repayments.

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(a)

Current and non-current sundry receivables due from Directors represent the appropriate portion of loans to Directors engaged in full-time employment within the BHP Billiton Limited Group, mainly for acquisition of shares in BHP Billiton Limited.

(b)

BHP Billiton Limited amount includes guarantees, mainly in relation to funding arrangements and financial instruments, given in regard to certain controlled entities which are eliminated on consolidation. BHP Billiton Limited has given written assurances to certain controlled entities which may lead to it becoming liable to those controlled entities in respect of debts incurred by them.

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reimbursement of transfer expenses;

—

minor purchases of products and stores; and

—

insurance with BHP Billiton Limited Group insurance companies.

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(a)

D A Crawford resigned as Chairman and Partner of KPMG on 28 June 2001.

(b)

J C Conde resigned as Chairman and Managing Director of Broadcast Investments Pty Ltd on 21 March 2001.

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–

the chartered accounting firm KPMG (worldwide) received $2.454 million (2000—$2.158 million) in fees for services provided to the BHP Billiton Limited Group. At 30 June 2001 there were no outstanding payables to KPMG (2000—$0.024 million).

–

the Wesfarmers Group received $3.980 million (2000—$3.381 million) for products and services provided to the BHP Billiton Limited Group. The BHP Billiton Limited Group did not receive any dividends from shares held in the Wesfarmers Group during the current year (2000—$0.012 million). The Wesfarmers Group paid $13.889 million (2000—$50.798 million) to the BHP Billiton Limited Group for various products. At 30 June 2001 outstanding receivables from the Wesfarmers Group were $0.600 million (2000—nil).

–

sales of services to Australian LNG Shipping amounting to $18.679 million for the twelve months ended 30 June 2001, (2000—$17.074 million). These sales were conducted in the normal course of business and under normal commercial terms and conditions.

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(a)

This item represents a change in accounting with retroactive effect.

(b)

Based on the weighted average number of shares on issue for the period, excluding shares held by controlled entities.

(c)

Comparative data has been adjusted to take into account the bonus share issue effective 29 June 2001. Refer note 29.

(d)

For the periods indicated, each ADS represents two ordinary shares.

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(a)

Based on net profit/(loss) attributable to members of BHP Billiton Limited Group.

(b)

Comparative data has been adjusted to take into account the bonus share issue effective 29 June 2001. Refer note 29.

(c)

Refer note 11.

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(a)

In Bass Strait, the North West Shelf and the North Sea, LPG is extracted separately from crude oil and natural gas.

(b)

‘Other’ consists of Algeria and Pakistan.

(c)

Production for reserves reconciliation differs slightly from marketable production due to timing of sales and corrections to previous estimates.

(d)

Total proved oil, condensate and LPG reserves include 19.7 million barrels derived from probabilistic aggregation procedures.

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(a)

Production for Australia includes gas sold as LNG.

(b)

‘Asia’ consists of PNG, which had liquids reserve only, all of which were sold during 1999–2000.

(c)

‘Other’ consists of Pakistan.

(d)

Production for reserves differs slightly from marketable production due to timing of sales and corrections to previous estimates.

(e)

Total proved natural gas reserves include 202.1 billion cubic feet derived from probabilistic aggregation procedures.

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(a)

Representative for a crude oil with average 33.5° API gravity.

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(a)

Includes $560 million (2000—$560 million) attributable to prior year revaluations of fixed assets above historical costs pursuant to Australian GAAP and related accumulated amortisation thereof of $425 million in 2001 (2000—$415 million).

(b)

Includes $233 million in 2001 (2000—$227 million) attributable to capitalised exploration, evaluation and development expenditures which would be expensed under US GAAP and related accumulated amortisation thereof of $170 million in 2001 (2000—$167 million).

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(a)

Represents gross exploration expenditure.

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(a)

Includes Resource Rent Tax of $1,196 million (2000—$732 million; 1999—$294 million).

(b)

Amortisation includes $12 million in 1999 attributable to goodwill associated with the acquisition of HOC, which under US GAAP would be treated as mineral rights. There is no such amortisation in 2001 and 2000 due to the write-off of this goodwill in 1999.

(c)

Includes $10 million (2000—$12 million; 1999—$14 million) attributable to amortisation of prior year revaluations of fixed assets in excess of costs pursuant to Australian GAAP.

(d)

Predominantly includes gain on asset sales plus Australian corporate tax rate adjustment in 2000.

(e)

Amounts shown exclude general corporate overheads, interest income and borrowing costs and downstream processing of oil and gas into products for resale and accordingly, do not represent all of the operations attributable to the BHP Billiton Limited Group’s petroleum segment presented in note 9. There are no outside equity interests.

(f)

Gain on asset sales.

(g)

Includes write-off of goodwill and write-down of mineral rights associated with the acquisition of HOC.

(h)

Exploration expenses exclude capitalized exploration evaluation and development expenditure of $9 million (2000—$8 million; 1999—$7 million) which would have been expensed under US GAAP. In a related manner, depreciation is higher in 2001 by $3 million (2000—$3 million; 1999—$3 million) than that required under US GAAP.

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(a)

Total future dismantlement, abandonment and rehabilitation obligations are estimated to be $1,203 million (US$689 million) (2001 dollars) and this amount has been included in the standardized measure calculation.

(b)

Future costs to develop our proved undeveloped reserves over the next three years are expected to be $1,293 million in 2002, $2,028 million in 2003 and $1,941 million in 2004.

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(a)

Mainly reduction in gas prices resulting from renegotiation of future gas price contractual arrangements for Liverpool Bay, consideration for which is included in deferred income. Refer note 25 and 28

(b)

Changes in reserves quantities are shown in the Oil & Gas Reserves on pages F-240 and F-241. Reserve quantities are discussed under ‘Business Description—Petroleum’.

(c)

Includes the effect of foreign exchange.

(d)

Reflects sale of Buffalo oil field in Northern Australia on 30 March 2001.

(e)

Reflects the sale of PNG assets in December 1999.

(f)

Reflects sale of Ravenspurn North and Johnston gas fields in the North Sea to Eastern Group Plc, completed on 5 July 1999.

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(1)

Natural gas production figures exclude gas sold as LNG or ethane.

(2)

LNG consists primarily of liquefied methane.

(3)

LPG consists primarily of liquefied propane and butane.

(4)

Production from Bass Strait decreased because of an explosion and fire at the Longford gas plant on September 25, 1998. Production rates returned to pre-incident levels in January 1999.

(5)

Oil and condensate prices net of commodity hedging were US$28.04 (2001), US$22.86 (2000) and US$13.20 (1999).

(6)

Average production costs include direct and indirect production costs relating to the production and transportation of hydrocarbons to the point of sale. This includes shipping where applicable. Average production costs have been shown including and excluding resource rent tax and other indirect taxes and duties.

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(a)

Corresponding annual report notes provide further details of results for the thirteen month period to 30 June 2000.

(b)

Translation of amounts from Australian currency into US currency has been made throughout this note for the convenience of the reader at the noon buying rate in New York City for cable transfers in Australian dollars as certified for customs purposes by the Federal Reserve Bank of New York on Friday 30 June 2000 (US$0.5971 = A$1) and Wednesday 30 June 1999 (US$0.6611 = A$1).

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(a)

Whilst the presentation of earnings per share excluding exceptional items is acceptable under UK GAAP, this presentation is not permitted under US GAAP. Profit and earnings per share before exceptional items are not measures of financial performance under US GAAP and should not be considered an alternative to, or more meaningful than, income from operations, net income or cash flows as defined by US GAAP as a measurement of the BHP Billiton Group’s profitability or liquidity. All registrants do not calculate profit and earnings per share before exceptional items in the same manner, and accordingly, profit and earnings per share before exceptional items may not be comparable with other registrants. Refer to note 2 for details of exceptional items excluded and to note 10 for details of the calculations.

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•

Tax payable on the future remittance of the past earnings of subsidiaries, associates and joint ventures is provided only to the extent that dividends have been accrued as receivable or a binding agreement to distribute all past earnings exists;

•

Deferred tax is not recognised on the difference between book values and fair values of non-monetary assets arising on acquisitions or purchased fixed assets which have subsequently been revalued unless there is a binding agreement to sell such an asset and the gain or loss expected to arise has been recognised; and

•

Deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered.

•

The previously published figures at 1 July 1999 and 30 June 2000 have been restated as follows:

(a)

the deferred tax balance has been increased by US$288 million and US$294 million respectively;

(b)

goodwill has been increased by US$111 million and US$104 million respectively due to increased deferred tax liabilities at the date of acquisition of businesses; and

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(c)

investments in joint ventures have been reduced by US$49 million for both periods resulting in decreases in shareholders’ funds of US$189 million and US$200 million after taking account of the change in minority interests of US$37 million and US$39 million respectively;

•

Operating profit and the tax on profit on ordinary activities for the year ended 30 June 2000 have been decreased by US$7 million and increased by US$6 million respectively from the figures previously published, resulting in profit after tax and attributable profit being decreased by US$13 million and US$11 million respectively;

•

Operating profit and the tax on profit on ordinary activities for the year ended 30 June 1999 have been decreased by US$5 million and increased by US$11 million respectively from the figures previously published, resulting in profit after tax and attributable profit being decreased by US$16 million and US$1 million respectively; and

•

The impact on the current year operating profit and charge for taxation is a decrease of US$7 million and of US$58 million respectively, resulting in attributable profit being increased by US$37 million, of which US$18 million is attributable to exceptional items.

•

Exploration expenditure at 1 July 1999 and 30 June 2000 and shareholders’ funds as at those dates have been reduced by US$15 million; and

•

The current year exploration cost has been reduced by US$5 million and profit after tax has been increased by the same amount.

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It is expected that the expenditure will be recouped by future exploitation or sale; or

•

Substantial exploration and evaluation activities have identified a mineral resource but these activities have not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves,

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Tax payable on the future remittance of the past earnings of subsidiaries, associates and joint ventures is provided only to the extent that dividends have been accrued as receivable or a binding agreement to distribute all past earnings exists;

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Deferred tax is not recognised on the difference between book values and fair values of non-monetary assets arising on acquisitions or purchased fixed assets which have subsequently been revalued unless there is a binding agreement to sell such an asset and the gain or loss expected to arise has been recognised; and

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Deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered.

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(a)

The BHP Billiton Plc Group has a 45.5% economic interest in Valesul Aluminio SA.

(b)

Held by Ingwe Coal Corporation Limited.

(c)

During the year the outstanding interest was acquired by Coal Operations Australia Limited.

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(a)

The writedown has been presented on a gross investment basis and does not include US$34 million attributable to equity minority interests.

(b)

In addition to its 47% interest in the Mozal aluminium smelter, the BHP Billiton Plc Group owned 85% of any expansion rights. During the year it sold expansion rights of 38% to its partner for consideration valued at US$61 million (US$40 million net of tax). No expenditure had previously been specifically made to acquire the expansion rights and as such the net book value of the expansion rights was nil. Pursuant to the original shareholders agreement, under which the BHP Billiton Group entered into the Mozal joint venture with several other parties, the BHP Billiton Group was given 85% preferential rights in any future expansion phases of the development. These rights were granted to the BHP Billiton Group at no cost, that is without requiring the BHP Billiton Group to fund any special capital contributions or make any one-off payments.

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(a)

Turnover is attributable to the mining, refining, smelting, marketing and sale of metals, metal products, minerals and coal. Total turnover by business segment is as follows:

(b)

Profit on ordinary activities before taxation by business segment is as follows:

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(c)

Turnover from Group production by business segment is as follows:

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(d)

Operating profit from Group production by business segment is as follows:

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(a)

Turnover by geographical market is as follows:

(b)

Turnover by geographical origin is as follows:

(c)

Profit on ordinary activities before taxation, analysed by geographical origin, is as follows:

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(a)

Whilst the presentation of earnings per share excluding exceptional items is acceptable under UK GAAP, this presentation is not permitted under US GAAP. Profit and earnings per share before exceptional items are not measures of financial performance under US GAAP and should not be considered an alternative to, or more meaningful than, income from operations, net income or cash flows as defined by US GAAP as a measurement of the BHP Billiton Group’s profitability or liquidity. All registrants do not calculate profit and earnings per share before exceptional items in the same manner, and accordingly, profit and earnings per share before exceptional items may not be comparable with other registrants. Refer to note 2 for details of exceptional items excluded.

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transactional exposure in respect of operating costs, capital expenditures and, to a lesser extent, sales incurred in currencies other than the functional currency of operations and in respect of certain exchange control restrictions which require funds to be maintained in currencies other than the functional currency of operations; and

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translational exposures in respect of investments in overseas operations which have functional currencies other than dollars. When not in conflict with exchange control requirements, the BHP Billiton Plc Group’s policy is to minimise translational exposure generally through borrowing in the relevant currency. On acquisition, the BHP Billiton Plc Group will generally look to ensure that this policy is followed as soon as possible, taking into account the cost of switching the currency of borrowings where necessary.

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Commodity sales prices. Strategic price hedges are taken out from time to time.

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Input costs. Operating companies hedge non-functional currency operating costs at varying degrees. In addition, strategic hedges of aluminium input costs are taken out from time to time.

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Capital costs. Non-functional currency capital costs are hedged using forward foreign currency contracts to varying degrees.

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Finance leases. The exposure arising from fluctuations in interest rates is hedged for some finance lease repayments.

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(a)

Comparative information for 2000 and 1999 has been restated in accordance with our disclosure ‘Application of new accounting standards and changes in accounting policies’ as described at F-196.

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*

Money market deposits with financial institutions have a maturity up to but not more than three months.

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1.

I have reviewed this annual report on Form 20-F of BHP Billiton Limited;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

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1.

I have reviewed this annual report on Form 20-F of BHP Billiton Limited;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.