RNS Number:5413P
BHP Billiton PLC
11 September 2003

For the information of your local markets, please find following supplementary
information required by the Listing Rules of the Australian Stock Exchange
following the preliminary announcement on 28 August of the BHP Billiton Group
Results for the Financial Year ended 30 June 2003.

Karen Wood, Company Secretary

                                                                9 September 2003


       APPENDIX 4E TO THE LISTING RULES OF THE AUSTRALIAN STOCK EXCHANGE

             Supplementary Information - Preliminary Final Results


Name of Company: BHP Billiton Limited


A.B.N: 49 004 028 077


Supplementary Information - Preliminary final results for 12 months to 30/6/2003


This supplementary information required by the Listing Rules of the Australian
Stock Exchange includes the combined results of the BHP Billiton Group,
comprising BHP Billiton Limited and BHP Billiton Plc, for the full year ended 30
June 2003 compared with the full year ended 30 June 2002, prepared in accordance
with Australian Generally Accepted Accounting Principles. The information is
supplementary to the results of the BHP Billiton Group for the full year ended
30 June 2003 announced to the market on 28 August 2003.


Results for the Financial Year 2003



Discussion and Analysis



Basis of presentation of financial information


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

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


Accounting and Reporting on the DLC Merger

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


  * Results for the years ended 30 June 2003 and 30 June 2002 are of the
    combined entity including both BHP Billiton Limited and its subsidiary
    companies and BHP Billiton Plc and its subsidiary companies; and
  * Results are presented in US dollars unless otherwise stated.



Results for the financial year ended 30 June 2003

Overview

Global economic conditions remained weak during the year ended 30 June 2003. In
what has been a challenging climate, BHP Billiton's operating and financial
results clearly demonstrate our ability to consistently generate stable cash
flows, improve underlying profitability and increase returns to shareholders
whilst still continuing our investment in growth projects.

Net profit attributable to members of the BHP Billiton Group for 2003 of US$1
860 million was 12.9 per cent higher than the previous year (2002: US$1 648
million). Basic earnings per share were 30.0 US cents (2002: 27.3 US cents).

Profit before borrowing costs and tax

Profit before borrowing costs and tax was US$3 294 million compared with a
profit of US$2 957 million for 2002.

During the financial year the Group's Steel business was demerged. In order to
provide meaningful comparison, the discussion in the remainder of this section
is based on the Group's continuing operations.

Excluding significant items (refer below), profit from continuing operations
before borrowing costs and tax was US$3 313 million compared with a profit of
US$3 079 million for 2002.

The following represent the approximate impact of the major factors affecting
profit before borrowing costs and tax (from continuing operations, excluding
significant items and outside equity interests) for the year ended 30 June 2003,
compared with last year:


  * Higher realised prices for petroleum products, nickel, ferrochrome,
    copper, hot briquetted iron and manganese alloy increased revenue. This
    increase was partly offset by lower prices for export energy coal and iron
    ore that decreased revenue.

  * Favourable unit operating cost performance, due to increased production
    and the Group's cost reduction initiatives, increased profits compared with
    the corresponding period. These factors were partially offset by higher
    costs at Escondida (Chile) from processing lower-grade ore due to the
    voluntary production cut-backs and higher depreciation from the start-up of
    the Phase IV expansion project.

  * Increases in price-linked costs depressed profits, mainly due to higher
    royalties and taxes for petroleum products and higher nickel ore supply
    costs to the Yabulu refinery (Australia).

  * Inflationary pressures, principally in South Africa, and to a lesser
    extent in Australia, increased costs.


  * Higher sales volumes of iron ore, energy coal, copper, aluminium, diamonds
    and manganese were partly offset by lower sales volumes of petroleum
    products, resulting in a positive net volume impact on profits.


  * Exploration expense was down by approximately US$45 million compared with
    the corresponding period, which included the write-off of exploration
    expenditure at La Granja (Peru).


  * New and acquired operations increased profits due to the commencement of
    commercial production at Antamina (Peru) in October 2001 and the increased
    ownership interest in Cerrejon Coal Company (Colombia) from February 2002.

  * The impact of stronger A$/US$, South African rand/US$ and Canadian$/US$
    exchange rates on operating costs had an unfavourable impact on profits. The
    conversion of South African rand and Australian dollar denominated net
    monetary liabilities at balance sheet date also had an unfavourable impact
    on profits. This was partly offset by reduced losses on legacy A$/US$
    currency hedging compared with the corresponding period of approximately
    US$220 million. In addition, the lower average Colombian peso/US$ and
    Brazilian real/US$ exchange rates had a favourable impact on operating
    costs.

  * Profit was impacted unfavourably from ceased/sold operations mainly due to
    the disposal of PT Arutmin (Indonesia), divested in November 2001 and the
    Rietspruit energy coal mine (South Africa), which was closed in May 2002,
    together with higher pension and medical plan costs at Southwest Copper
    (US).

  * The impact of asset sales is a reduction in profits of approximately US$30
    million mainly from the profit on divestment of PT Arutmin in the
    corresponding period, partly offset by profits on sale of BHP Billiton's
    interests in Alumbrera (Argentina) and Agua Rica (Argentina), during the
    current year.


Discontinued operations / Significant items

The demerger of the Group's Steel business became unconditional on 1 July 2002.
The profit before net borrowing costs and income tax of US$77 million relating
to the Group's Steel business in the corresponding period has been disclosed as
Discontinued Operations. The 6 per cent interest in BHP Steel retained by BHP
Billiton was sold in July 2002 for US$75 million and the loss of US$19 million
associated with this sale has been recognised in the current year and is
disclosed as a significant item in relation to Discontinued Operations. The
demerger was effected through a Court-approved capital reduction of A$0.69 per
BHP Billiton Limited share totalling approximately US$1.5 billion (A$2.6
billion) via the transfer of BHP Steel Limited shares to BHP Billiton Limited
shareholders. Consequently, BHP Billiton Plc shareholders received approximately
149 million BHP Billiton Plc equalisation shares.

The major significant items before taxation for the year ended 30 June 2002
included charges to profit of:


  * US$101 million relating to Southwest Copper, of which US$171 million
    related to the write-down in carrying values of assets offset by a US$70
    million reduction in closure provisions;

  * US$31 million relating to charges associated with suspension of Tintaya
    sulphide operations; and

  * US$80 million relating to the merger and restructuring of the Group.



In June 2002 a change in legislation increased the corporation tax rate for
petroleum operations in the United Kingdom from 30 per cent to 40 per cent,
resulting in deferred taxation balances being restated, with an adverse impact
of US$56 million on the results for the year ended 30 June 2002. The tax effects
of other significant items were a benefit of US$24 million for the year ended 30
June 2002.

After including significant items and Discontinued Operations, the attributable
profit for the current period was US$1 860 million, US$212 million higher than
the US$1 648 million for the corresponding period, which included profits from
Discontinued Operations of US$68 million after tax, together with significant
items after tax of US$244 million. Basic earnings per share, including
significant items and Discontinued Operations, was 30.0 US cents per share, 9.9
per cent higher than the 27.3 US cents per share of the corresponding period.



Borrowing costs

Total borrowing costs, including capitalised interest and excluding discounting
on provisions and exchange differences on Group borrowings were US$400 million,
compared with US$507 million in the corresponding period. The lower borrowing
costs were principally driven by lower market interest rates, lower average debt
levels and management of the Group's debt portfolio.

Exchange losses on debt were US$117 million compared with gains of US$141
million in the corresponding period, mainly in relation to the translation of
rand denominated debt of companies which account in US dollars as their
functional currency. The rand appreciated by 27 per cent during the current
period compared with depreciation of 27 per cent in the corresponding period.



Taxation

The tax charge for the year was US$883 million, representing an effective rate
of 31.7 per cent. Excluding the impacts on tax of non tax-effected foreign
currency adjustments, translation of tax balances and other functional currency
translation adjustments, the effective rate was 24.8 per cent. The Group
recognises tax losses to the extent that it expects to earn virtually certain
future profits which can absorb those losses. Following promising progress in
the Group's Gulf of Mexico (US) projects during the year ended 30 June 2003,
previously unrecognised tax losses in the US have been recouped and have been
recognised this year resulting in a reduction in the effective tax rate of
approximately 3 per cent. If and when the projects reach appropriate milestones
that provide virtual certainty over projected future profits, further benefits
in respect of past losses may be recognised.



Comparison to results under UK GAAP

As a consequence of the DLC merger, the BHP Billiton Limited Group and the BHP
Billiton Plc Group have aligned accounting policies, as far as is possible, to
minimise differences and simplify determination and reporting of the combined
results. The item where alignment is not possible in terms of UK and Australian
GAAP and which impacts the year ended 30 June 2003 is described below.

Under UK GAAP, until 30 June 1998 goodwill arising upon acquistion was written
off directly against equity. Subsequently and currently under UK GAAP, goodwill
is to be retained as an asset and amortised. This current treatment is
consistent with that required under Australian GAAP. As of 30 June 1998, the BHP
Billiton Plc Group had written off a net amount of goodwill of US$513 million
directly against equity. For Australian GAAP reporting on a combined basis, this
goodwill is reinstated on the Statement of Financial Position as an intangible
asset, with a corresponding credit to equity. The net balance at 30 June 2003
(after amortisation) is US$430 million (30 June 2002: US$471 million) and the
impact on the Australian GAAP Statement of Financial Performance is a charge to
profit of US$41 million (no tax effect) for the year ended 30 June 2003 (2002:
US$42 million). Thus, the attributable profit of the BHP Billiton Group of US$1
901 million under UK GAAP compares to that recorded by the BHP Billiton Group of
US$1 860 million for the same period under Australian GAAP.



Cash flow

Operating cash inflows for the year were US$3 627 million with a total cash
inflow of US$539 million.

Expenditure on growth projects and investments amounted to US$1 995 million,
including US$814 million on petroleum projects and US$1 181 million on minerals
and other corporate projects. Maintenance capital expenditure was US$671 million
and exploration expenditure was US$348 million, whilst proceeds from the sale of
property, plant and equipment, proceeds from sale of investments and proceeds
from sale of controlled entities, joint ventures and associates generated US$1
064 million, contributing to an investing cash outflow of US$1 950 million.

After dividend payments of US$868 million, financing cash outflows were US$1 138
million.


Portfolio management

During the year, a number of portfolio management activities were finalised.

Proceeds of US$345 million were received from the sale of our indirect 2.1 per
cent interest in Companhia Vale do Rio Doce (CVRD), during March 2003. Our
interests in the Agua Rica prospect and Alumbrera mine in Argentina were also
sold during the year. These sales generated US$136 million in cash proceeds,
with an additional US$63 million deferred for receipt until June 2005.

Balance Sheet

Net assets and equity shareholders' funds for the BHP Billiton Group were US$12
761 million at 30 June 2003, a decrease of US$392 million from the 30 June 2002
position. After allowing for the return of capital to shareholders associated
with the BHP Steel demerger of US$1 489 million, equity shareholders' funds
increased by US$1 097 million. Net borrowings for the BHP Billiton Group
decreased by 13.6 per cent to US$5 772 million.

As a consequence of the above, the net gearing ratio decreased to 31.1 per cent
compared with 33.7 per cent for the previous year.

Net tangible assets per ordinary fully paid share were US$1.92 as at 30 June
2003 compared with US$2.04 as at 30 June 2002.



Currency

The Group has adopted the US dollar as its reporting currency and, subject to
some specific exceptions, its functional currency. Currency fluctuations affect
the Statement of Financial Performance in two principal ways.

Sales are predominantly based on US dollar pricing (the principal exceptions
being Petroleum's gas sales to Australian and UK domestic customers and Energy
Coal's sales to South African domestic customers). However, a proportion of
operating costs (particularly labour) arises in local currency of the
operations, most significantly the Australian dollar and South African rand, but
also the Brazilian real, the Chilean peso and Colombian peso. Accordingly,
changes in the exchange rates between these currencies and the US dollar can
have a significant impact on the Group's reported results.

Several subsidiaries hold certain monetary assets and liabilities denominated in
currencies other than their functional currency (US dollars), in particular
non-US dollar denominated debt, tax liabilities and provisions. Monetary assets
and liabilities are converted into US dollars at the closing rate. The resultant
differences are accounted for in the Statement of Financial Performance.



Capital Management

Moody's Investor Services upgraded our long-term credit rating to A2 from A3 and
our short-term rating to P-1 from P-2 during the year ended 30 June 2003.

The Group's stronger credit profile enabled further diversification of funding
sources, resulting in the issuance of our inaugural Euro750 million Eurobond under
the US$1.5 billion Euro Medium Term Note program and issuance of our inaugural
US$850 million Global Bond with a ten-year maturity.

In February 2003, a US$2 billion commercial paper program was established and
issuance from this program commenced during June 2003. This provides additional
diversification of our short term funding programs and enhances flexibility.



Dividends

An interim dividend of 7.0 US cents per fully paid ordinary share was paid in
December 2002 and a final dividend of 7.5 US cents per fully paid ordinary share
was paid in July 2003, bringing the declared total for the year to 14.5 US
cents. This compares to total dividends declared in the corresponding period of
13.0 US cents per share. The BHP Billiton Limited dividends were fully franked
for Australian taxation purposes.

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

Audit

This Preliminary Final Results report is based upon accounts, which have been
audited.


Statement of Financial Performance

for the year ended 30 June 2003

                                                                                                     2003           2002

                                                                                                 US$M (a)   US$M (a) (b)
Revenue from ordinary activities
Operating revenue                                                                                  15 608         15 896
Non-operating revenue                                                                                 941          1 171
                                                                                                   16 549         17 067
deduct
Expenses from ordinary activities, excluding depreciation, amortisation and                        11 730         12 564
borrowing costs
                                                                                                    4 819          4 503
add
Share of net profit of joint venture and associated entities accounted for using                      164            223
the equity method
                                                                                                    4 983          4 726
deduct
Depreciation and amortisation                                                                       1 689          1 769
Borrowing costs                                                                                       511            350
Profit from ordinary activities before income tax                                                   2 783          2 607
deduct
Income tax expense attributable to ordinary activities                                                883            912
Net profit                                                                                          1 900          1 695
deduct
Outside equity interests in net profit of controlled entities                                          40             47
Net profit attributable to members of the BHP Billiton Group                                        1 860          1 648

Net exchange fluctuations on translation of foreign currency net assets and
foreign currency interest bearing liabilities net of tax
                                                                                                       67             25
Total direct adjustments to equity attributable to members of the BHP Billiton                         67             25
Group
Total changes in equity other than those resulting from transactions with owners                    1 927          1 673
Basic earnings per share (US cents)                                                                  30.0           27.3
Diluted earnings per share (US cents)                                                                29.9           27.3


(a)    Financial information for 2003 and 2002 represents the financial
performance of the BHP Billiton Group (Refer 'Dual Listed Companies structure
and basis of preparation of financial statements').

(b)    Effective July 2002, the BHP Steel business was demerged from the BHP
Billiton Group. The Statement of Financial Performance for the year ended 30
June 2002 includes results of BHP Steel. Refer "Discontinued Operations".


Statement of Financial Position

as at 30 June 2003

                                                                                                     2003           2002
                                                                                                 US$M (a)   US$M (a) (b)
Current assets
Cash assets                                                                                         1 552          1 499
Receivables                                                                                         2 177          2 294
Other financial assets                                                                                143            117
Inventories                                                                                         1 328          1 419
Other assets                                                                                          129             99
Total current assets                                                                                5 329          5 428
Non-current assets
Receivables                                                                                           897            889
Investments accounted for using the equity method                                                   1 403          1 505
Other financial assets                                                                                150            581
Inventories                                                                                            51             38
Property, plant and equipment                                                                      19 780         20 146
Intangible assets                                                                                     466            513
Deferred tax assets                                                                                   447            480
Other assets                                                                                          354            282
Total non-current assets                                                                           23 548         24 434
Total assets                                                                                       28 877         29 862
Current liabilities
Payables                                                                                            2 362          2 435
Interest bearing liabilities                                                                          898          1 797
Tax liabilities                                                                                       309            493
Other provisions and liabilities                                                                    1 141          1 116
Total current liabilities                                                                           4 710          5 841
Non-current liabilities
Payables                                                                                              195            121
Interest bearing liabilities                                                                        6 426          6 383
Deferred tax liabilities                                                                            1 434          1 600
Other provisions and liabilities                                                                    3 351          2 764
Total non-current liabilities                                                                      11 406         10 868
Total liabilities                                                                                  16 116         16 709
Net assets                                                                                         12 761         13 153
Contributed equity - BHP Billiton Limited                                                           1 785          3 143
Called up share capital - BHP Billiton Plc                                                          1 732          1 752
Reserves                                                                                              362            471
Retained profits                                                                                    8 558          7 455
Total BHP Billiton interest                                                                        12 437         12 821
Outside equity interests                                                                              324            332
Total equity                                                                                       12 761         13 153


(a)    Financial information for 2003 and 2002 represents the financial position
of the BHP Billiton Group (Refer 'Dual Listed Companies structure and basis of
preparation of financial statements').
(b)    Effective July 2002, the BHP Steel business was demerged from the BHP
Billiton Group. The Statement of Financial Position as at 30 June 2002 includes
assets and liabilities of BHP Steel. Refer "Discontinued Operations".



Statement of Cash Flows

for the year ended 30 June 2003

                                                                                                2003           2002
                                                                                                 US$M (a)   US$M (a) (b)
Cash flows related to operating activities
Receipts from customers                                                                            15 415         16 129
Payments to suppliers, employees, etc.                                                           (10 623)       (11 586)
Dividends received                                                                                    212            187
Interest received                                                                                      36            156
Borrowing costs (includes capitalised interest)                                                     (411)          (525)
Operating cash flows before income tax                                                              4 629          4 361
Income taxes paid                                                                                 (1 002)          (606)
Refund of income taxes paid                                                                             -             91
Net operating cash flows                                                                            3 627          3 846
Cash flows related to investing activities
Purchases of property, plant and equipment                                                        (2 571)        (2 481)
Exploration expenditure (includes capitalised exploration)                                          (348)          (390)
Purchases of investments and funding of joint ventures                                               (95)          (321)
Purchases of, or increased investment in, controlled entities and joint venture interests               -           (45)
net of their cash
Investing cash outflows                                                                           (3 014)        (3 237)
Proceeds from sale of property, plant and equipment                                                    99            200
Proceeds from sale or redemption of investments                                                       560            232
Proceeds from demerger or sale of controlled entities, joint venture and associates                   405            145
interests net of their cash
Net investing cash flows                                                                          (1 950)        (2 660)
Cash flows related to financing activities
Proceeds from ordinary share issues                                                                   172            140
Proceeds from interest bearing liabilities                                                          3 698          3 975
Repayment of interest bearing liabilities                                                         (4 121)        (4 331)
Redemption of secured Employee Share Plan program                                                       -          (134)
Purchase of shares under Share Buy-Back program                                                      (20)           (19)
Dividends paid                                                                                      (830)          (811)
Dividends paid to outside equity interests                                                           (38)           (20)
Other                                                                                                   1              5
Net financing cash flows                                                                          (1 138)        (1 195)
Net increase/(decrease) in cash and cash equivalents                                                  539            (9)
Cash and cash equivalents at beginning of period                                                      990            998
Effect of foreign currency exchange rate changes on cash and cash equivalents                           2              1
Cash and cash equivalents at end of period                                                          1 531            990


(a)    Financial information for 2003 and 2002 represents the financial
performance of the BHP Billiton Group (Refer 'Dual Listed Companies structure
and basis of preparation of financial statements').

(b) Effective July 2002, the BHP Steel business was demerged from the BHP
Billiton Group. The Statement of Cash Flows for the year ended 30 June 2002
includes cash flows of BHP Steel. Net operating cash flows for BHP Steel for
that year amounted to US$282 million. Refer "Discontinued Operations".

Statement of Cash Flows continued

(c) For the purpose of the Statement of Cash Flows, cash is defined as cash and
cash equivalents. Cash equivalents include highly liquid investments which are
readily convertible to cash, bank overdrafts and interest bearing liabilities at
call.
                                                                                                   2003            2002
                                                                                                   US$M            US$M
Reconciliation of cash
Cash and cash equivalents comprise:
Cash assets
     Cash                                                                                           587           1 199
     Short-term deposits                                                                            965             300
Total cash assets                                                                                 1 552           1 499
Bank overdrafts                                                                                    (21)           (509)
Total cash and cash equivalents                                                                   1 531             990
(d) Reconciliation of net cash provided by operating activities to net profit

                                                                                               2003                 2002
                                                                                               US$M                 US$M
Net profit                                                                                    1 900                1 695
   Depreciation and amortisation                                                              1 689                1 769
   Share of net profit of joint venture and associated entities less dividends                   33                 (74)
   Capitalised borrowing costs                                                                (103)                 (58)
   Exploration, evaluation and development expense (excluding diminution)                       248                  243
   Net (gain) on sale of non-current assets                                                    (34)                (119)
   Diminution of property, plant and equipment, investments and intangibles                      73                  272
   Employee share awards                                                                         60                   28
Change in assets and liabilities net of effects from acquisitions and disposals of
controlled entities and exchange fluctuations
   (Increase) in inventories                                                                  (250)                 (11)
   (Increase)/decrease in deferred charges                                                    (118)                   10
   (Increase) in trade receivables                                                            (264)                (266)
   (Increase) in sundry receivables                                                            (98)                 (15)
   (Decrease)/increase in income taxes payable                                                (189)                  335
   Increase in deferred taxes                                                                    87                   84
   Increase in trade creditors                                                                  132                   37
   Increase in sundry creditors                                                                 112                   49
   Decrease in interest payable                                                                (14)                 (25)
   Increase/(decrease) in other provisions and liabilities                                      387                 (87)
Other movements                                                                                (24)                 (21)
Net cash provided by operating activities                                                     3 627                3 846

Statement of Cash Flows continued

(e) Carrying amount of controlled entities demerged or disposed
                                                                                               2003                 2002
                                                                                               US$M                 US$M
Value of assets and liabilities of entities demerged or disposed of:
   Cash and cash equivalents                                                                     86                    -
   Investments (current)                                                                          1                    -
   Receivables (current)                                                                        304                   32
   Inventories (current)                                                                        284                   19
   Other (current)                                                                                8                    2
   Receivables (non-current)                                                                      7                    -
   Investments (non-current)                                                                     91                    -
   Inventories (non-current)                                                                     35                    -
   Property, plant and equipment                                                              1 881                  127
   Other (non-current)                                                                           26                    1
   Payables and interest bearing liabilities (current)                                        (346)                 (50)
   Provisions (current)                                                                       (102)                  (8)
   Payables and interest bearing liabilities (non-current)                                     (54)                    -
   Provisions (non-current)                                                                   (339)                 (44)
   Net outside equity interests disposed                                                       (21)                   16
Net identifiable assets                                                                       1 861                   95
Net consideration received
   Cash (i)                                                                                     347                  161
   Deferred tax benefit                                                                           6                    -
   Settlement of capital reduction                                                            1 489                    -
   (Loss)/profit on demerger or disposal                                                       (19)                   66
Non-cash financing and investing activities
Other:
   Employee Share Plan loan instalments (ii)                                                      2                    6


(i)    The impact on the BHP Billiton Group's cash flows of the demerger of the
BHP Steel business in July 2002, was a cash inflow of US$347 million. This
represents US$294 million from the settlement by BHP Steel of intercompany
loans, less US$22 million demerger transaction costs paid, which are both
included in the proceeds from sale or partial sale, of controlled entities,
joint venture and associated entities' interests net of their cash, and US$75
million from the sale of the 6 per cent interest in BHP Steel which is included
in proceeds from sale or redemption of investments.
(ii)The Employee Share Plan loan instalments represent the repayment of loans
outstanding with the BHP Billiton Group, by the application of dividends.


DUAL LISTED COMPANY STRUCTURE AND BASIS OF PREPARATION OF FINANCIAL STATEMENTS

Merger terms

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

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


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

    * The shareholders of BHP Billiton Limited and BHP Billiton Plc 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 Limited and BHP Billiton Plc 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 Limited and BHP Billiton Plc 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.

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

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

Treatment of the DLC merger for accounting purposes

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


    * Results for the years ended 30 June 2003 and 30 June 2002 are of the
    combined entity including both BHP Billiton Limited and its subsidiary
    companies and BHP Billiton Plc and its subsidiary companies; and

    * Results are presented in US dollars unless otherwise stated.



STATEMENT OF ACCOUNTING POLICIES

Changes in accounting policies

Accounting standards and policies have been consistently applied by all entities
in the BHP Billiton Group and are consistent with those applied in the prior
year except for:

Provisions, employee entitlements and contingent liabilities
Revised Australian Accounting Standard AASB 1028 'Employee Entitlements' was
first adopted from 1 July 2002, which resulted in the Group calculating employee
benefit liabilities using remuneration rates expected to be paid when the
liabilities are settled, rather than remuneration rates at balance date. The
financial effect of the change in policy as at 1 July 2002 was a charge to net
profit for the year ended 30 June 2003 of US$6 million.

In addition, Australian Accounting Standard AASB 1044 'Provisions, Contingent
Liabilities and Contingent Assets' was first adopted from 1 July 2002, which
resulted in the Group no longer disclosing contingent liabilities where the
likelihood of the transfer of future economic benefit is remote. This change in
policy had no impact on net profit for the year ended 30 June 2003.

Foreign currency translation
Revised Australian Accounting Standard AASB 1012 'Foreign Currency Translation'
was first adopted from 1 July 2002.

For hedges of specific purchases or sales, the gains or costs on entering the
hedge and the exchange differences up to the date of the purchase or sale are
now deferred and recognised as assets or liabilities on the Statement of
Financial Position from the inception of the hedge contract, rather than when
the specific purchase or sale occurs.

At 30 June 2003, for foreign currency hedge contracts the Group has recognised
deferred costs of US$9 million, deferred exchange gains of US$104 million and a
net foreign currency receivable of US$95 million. There was no impact on opening
retained profits at 1 July 2002 or on net profit for the year ended 30 June
2003.

Disclosure of components of borrowing costs, interest revenue and income tax
expense
The BHP Billiton Group calculates foreign exchange gains and losses in
accordance with AASB 1012. In prior years, a net foreign exchange gain or loss
arising from the restatement of non-US dollar monetary balances by Group
entities that have a US dollar functional currency, has been disclosed as a
single net amount included in profit from ordinary activities before income tax.
In the current year, the components of this amount that relate to the
restatement of borrowings, short term deposits and tax balances have been
classified and disclosed as a component of borrowing costs, interest revenue and
income tax expense, respectively. In addition, the unwind of the discounting of
provisions has been classified and disclosed separately as a component of
borrowing costs. This disclosure better presents the impact of these foreign
exchange gains or losses and the discount component on the underlying categories
of income or expense.

The change in policy only impacts the disclosure of individual line items in the
Statement of Financial Performance. Comparative amounts have been restated
accordingly. There was no impact on opening retained profits at 1 July 2002 or
on net profit for the year ended 30 June 2003.



                                                                                                 Restated  As previously
                                                                                                               disclosed
                                                                                      2003           2002           2002
                                                                                      US$M           US$M           US$M
Borrowing costs                                                                        511            350            449
Interest revenue                                                                        67            147            142
Income tax expense                                                                     883            912            955



Tax Consolidation

The Australian Federal Government has introduced consolidations tax law, which
enables an Australian group of companies to be treated as a single entity and to
lodge a single tax return, if the group makes an election, which is voluntary.

STATEMENT OF ACCOUNTING POLICIES continued

The election to consolidate can be made from the 2003 financial year and to be
eligible, the head company of the wholly owned group of entities will need to
make an irrevocable choice to consolidate with its wholly-owned Australian
subsidiaries for income tax purposes. This election needs to be made to the
Australian Taxation Office (ATO) by the time the Group lodges its first
consolidated income tax return (being 1 December for the prior year ended 30
June). Upon such election, all of the wholly-owned subsidiaries will become '
subsidiary members' of the consolidated group and together with the head company
will constitute the members of the group.

The new consolidations tax law rules also provide the means for pooling of group
franking credits and disregarding intra-group transactions in calculating tax
liabilities. Groups that do not elect to form a consolidated group will not be
able to use existing grouping rules, including grouping of tax losses and
rollover of capital gains tax assets. Complex rules, applicable upon election,
restrict the ability to bring tax losses into a consolidated group and permit
reset of the tax cost base of assets in certain circumstances. These could
impact both the Group's deferred tax assets and liabilities at the time of
election and its current tax payable from the first affected period.

The Group has yet to decide whether or not to elect under the consolidations
regime, so any impact on the financial statements has not yet been determined.
It is anticipated the Group will be able to determine this position late in the
2003 calendar year. In the event that the Group elects to consolidate, there is
not expected to be any adverse effect on recorded tax assets.

Impact of International Financial Reporting Standards

The Australian Financial Reporting Council (FRC) announced in July 2002 that
Australia would adopt International Financial Reporting Standards (IFRS),
formerly known as International Accounting Standards (IAS), from 1 January 2005.
The adoption of IFRS will be first reflected in the Group's financial statements
for the half year ending 31 December 2005 and year ending 30 June 2006.

The transition to IFRS could have a material impact on the Group's financial
position and reported results, however it is not possible to quantify the impact
at this time. The Group has established a project team to manage the convergence
to IFRS.

DISCONTINUED OPERATIONS

Due to the demerger of the BHP Steel business in July 2002, BHP Steel's results
have been reported as Discontinued Operations.

The BHP Billiton Group demerged the BHP Steel business in July 2002 as follows:


    * 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 impact of these steps was:


    * The BHP Billiton Group's total equity was reduced by US$1 489 million,
    including costs directly associated with the demerger of US$17 million net
    of tax (US$24 million before tax);

    * A cash inflow of US$347 million, representing net US$294 million from the
    settlement by BHP Steel of intercompany loans, less US$22 million demerger
    transaction costs paid, and US$75 million from the sale of the 6 per cent of
    BHP Steel; and

    * A 6 per cent interest in BHP Steel was retained by the Group upon demerger
    of the Group's steel business. This was sold in July 2002 for US$75 million
    and the loss of US$19 million associated with this sale has been recognised
    in the year ended 30 June 2003 and is disclosed as a significant item.

BHP Steel is the leading steel company in Australia and New Zealand,
specialising in the production of flat steel products, including slab, hot
rolled coil, plate and value-added metallic coated and pre-painted steel
products. It supplies customers in Australia, New Zealand, Asia, the US, Europe,
the Middle East and the Pacific. Key steelmaking assets are the Port Kembla
Steelworks (Australia), BHP New Zealand Steel and North Star BHP Steel (US). A
network of metallic coating and coil painting facilities operates in Australia,
New Zealand and South East Asia.

The financial performance of BHP Steel, as included in the BHP Billiton
financial statements for 2002, is detailed below. The financial effect of the
sale, in July 2002, of the 6 per cent interest retained by the Group upon
demerger is also detailed below.

                                                                                         Discontinued Steel business
                                                                                                  2003              2002
                                                                                                  US$M              US$M
Financial performance
Revenue from ordinary activities before interest income                                             75             2 389
Expenses from ordinary activities excluding borrowing costs                                       (94)             2 312
(Loss)/profit from ordinary activities before net borrowing costs and income tax                  (19)                77

There were no significant items included within profit from ordinary activities
before net borrowing costs and income tax for 2002.

While the BHP Billiton Group operates its treasury function on a Group basis,
certain financing arrangements not reported in the Steel segment can be
attributed to the discontinued Steel operations. Not included within revenue
from ordinary activities for 2003 is interest income of US$nil (2002: US$13
million). The borrowing costs associated with attributable debt instruments was
US$nil for 2003 (2002: US$17 million). The income tax expense/(benefit) related
to Discontinued Operations, including the tax impact on financing arrangements
noted above, was a tax benefit of US$nil (2002: US$3 million tax benefit).



DISCONTINUED OPERATIONS continued

The contribution to Group cash flows of the BHP Steel business before
consideration of borrowing costs and income tax, as included in the BHP Billiton
Group financial statements is detailed below:
                                                                                         Discontinued Steel business
                                                                                                  2003             2002
                                                                                                  US$M             US$M
Cash flows
Net operating cash flows (excluding borrowing activities and income tax)                             -              283
Net investing cash flows (a)                                                                        74             (74)
Net financing cash flows                                                                             -             (21)
Total cash flows provided by Discontinued Operations                                                74              188

(a)     2003 includes US$75 million in proceeds from the sale of 6 per cent of
BHP Steel and US$1 million in costs associated with the sale.




The attributable net assets of BHP Steel as included in the BHP Billiton Group's
30 June 2002 Statement of Financial Position is provided below. In addition, the
net assets demerged in July 2002 are provided, after allowing for the settlement
of intercompany loans by BHP Steel to the BHP Billiton Group and the realisation
of Group profit in stock held by BHP Steel.
                                                                                         Discontinued Steel business
                                                                                                  2003              2002
                                                                                                  US$M              US$M
Financial Position (a)
Total assets                                                                                         -             2 731
Total liabilities                                                                                    -             (840)
Outside equity interests                                                                             -              (21)
Total equity                                                                                         -             1 870
Net payments to the BHP Billiton Group by BHP Steel to settle intercompany loans                     -             (294)
(post 30 June 2002)
Attributable net assets of BHP Steel                                                                 -             1 576
Group profit in stock held by BHP Steel                                                              -               (9)
Attributable net assets of the BHP Billiton Group at date of demerger (b)                            -             1 567

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

(b)      Of the US$1 567 million attributable net assets at date of demerger,
approximately 94 per cent or US$1 472 million were demerged to shareholders of
BHP Billiton Limited; this together with US$17 million in costs of the demerger
represents a reduction in total equity of US$1 489 million.



REVENUE FROM ORDINARY ACTIVITIES

                                                                                                    2003            2002
                                                                                                    US$M            US$M
Operating revenue
Sale of goods                                                                                     15 049          15 496
Rendering of services                                                                                559             400
Total operating revenue                                                                           15 608          15 896
Non-operating revenue
   Interest income                                                                                    65             142
   Exchange differences on cash assets                                                                 2               5
Interest revenue                                                                                      67             147
Dividend income                                                                                       16              46
Proceeds from sales of non-current assets                                                            711             845
Management fees                                                                                        6              12
Other income                                                                                         141             121
Total non-operating revenue                                                                          941           1 171



DEPRECIATION AND AMORTISATION

                                                                                                    2003            2002
                                                                                                    US$M            US$M
Depreciation relates to
   Buildings                                                                                          98              94
   Plant, machinery and equipment                                                                  1 220           1 308
   Mineral rights                                                                                    174             135
   Exploration, evaluation and development expenditure                                               141             175
   Capitalised leased assets                                                                           9               9
Total depreciation                                                                                 1 642           1 721
Amortisation relates to
   Goodwill                                                                                           47              48
Total amortisation                                                                                    47              48
Total depreciation and amortisation                                                                1 689           1 769



INCOME TAX
                                                                                                  2003             2002
                                                                                                  US$M             US$M
Income tax expense
Prima facie tax calculated at 30 per cent on profit from ordinary activities                       835              782

add/ (deduct) tax effect of permanent differences:
Investment and development allowance                                                               (9)             (10)
Recognition of prior year tax losses                                                             (188)            (103)
Non-deductible accounting depreciation and amortisation                                             87               67
Non-deductible dividends on redeemable preference shares                                             8               13
Non tax-effected operating losses                                                                  112               69
Tax rate differential on non-Australian income                                                    (15)              (1)
Non tax-effected capital gains                                                                     (2)             (12)
Foreign expenditure including exploration not presently deductible                                   4               16
Foreign exchange losses/(gains) on current and deferred tax balances                               255             (43)
Other foreign exchange (gains)/losses and translation adjustments                                 (63)               42
Tax rate changes                                                                                   (1)               59
Investment and asset impairments                                                                     -               32
Other                                                                                             (35)               24
Amounts over provided in prior years                                                             (105)             (23)
Income tax expense attributable to ordinary activities                                             883              912



SEGMENT RESULTS

The BHP Billiton Group has grouped its major operating assets into the following
Customer Sector Groups (CSGs):


    * Petroleum (exploration for and production, processing and marketing of
    hydrocarbons including oil, gas and LNG);

    * Aluminium (exploration for and mining of bauxite, processing and marketing
    of aluminium and alumina);

    * Base Metals (exploration for and mining, processing and marketing of
    copper, silver, zinc, lead and copper by-products including gold);

    * Carbon Steel Materials (exploration for and mining, processing and
    marketing of coking coal, iron ore and manganese);

    * Diamonds and Specialty Products (EKATI diamond mine, titanium operations,
    metals distribution activities and exploration, and technology activities);

    * Energy Coal (exploration for and mining, processing and marketing of
    steaming coal); and

    * Stainless Steel Materials (exploration for and mining, processing and
    marketing of chrome and nickel).

Net unallocated interest represents the charge to profit of debt funding to the
BHP Billiton Group.

Group and unallocated items represent Group Centre functions and certain
comparative data for divested assets and investments.

Inter-segment sales are made on a commercial basis.

Industry segment information

US$                                   Share of  Profit    Gross                                   Other             
million      Externa1  Inter-segment  net       before  segment         Gross   Depreciation   non-cash      Capital
             Revenue    revenue       profit    tax(a)   assets         segment          and  expenses   expenditure
                                        from       (b)      (g)     liabilities  amortisation                     (c) 
                                  associated                                                                   
                                    entities                                                                       
  Year ended                                                                                                          
  30 June                                                                                                             
  2003                                                                                                                

  Petroleum     3 334     4           -         1 178    5 164         2 207            549         50          861 

  Aluminium     3 401     -           -           569    5 976           936            245          -          462 

  Base          1 757     -          20           245    4 423         1 133            257        (2)          201 
  Metals                                                                                                              
  
  Carbon        3 474    26          57         1 018    3 793         1 562            196          7          479 
  Steel                                                                                                               
  Materials                                                                                                           

  Diamonds        469    11          59           185    1 455           362            107          -          101 
  and                                                                                                                 
  Specialty                                                                                                           
  Products                                                                                                            

  Energy        1 901     -          27           154    3 185         1 120            194          2          300 
  Coal                                                                                                                

  Stainless     1 105     -           1           145    2 077           426            102         10          121 
  Steel                                                                                                               
  Materials                                                                                                           

  Group and       966   465           -         (248)    2 804         8 370             39         66           46 
  unallocated                                                                                                         
  items (d)(e)                                                                                                          

  Discontinue      75     -           -          (19)        -             -              -          -            - 
  Operations                                                                                                          
  (f)                                                                                                                 

  Net              67     -           -         (444)        -             -              -          -            - 
  unallocated                                                                                                         
  interest                                                                                                            

  BHP          16 549   506         164         2 783   28 877        16 116          1 689        133        2 571 
  Billiton                                                                                                            
  Group                                                                                                               

  Year ended                                                                                                          
  30 June 2002                                                                                                          
  Petroleum     2 801    35           -         1 069    4 539         2 061            571          4          687 

  Aluminium     2 846     -           -           476    5 436           746            246        (4)          291 

  Base          1 415    23          32            23    4 502         1 092            233        161          578 
  Metals                                                                                                              

  Carbon        2 949   167          47         1 046    3 079         1 135            188         31          284 
  Steel                                                                                                               
  Materials                                                                                                           

  Diamonds      1 096    19         122           220    1 410           181             79          1          121 
  and                                                                                                                 
  Specialty                                                                                                           
  Products                                                                                                            

  Energy        2 045     -          18           496    2 895         1 072            194          5          295 
  Coal                                                                                                                

  Stainless       799     -           4             1    1 963           267             94          2           84 
  Steel                                                                                                               
  Materials                                                                                                           

  Group and       580    366          -         (598)    3 307         9 315             32         59           43 
  unallocated                                                                                                         
  items (d)(e)                                                                                                          

  Discontinue   2 389      -          -           77     2 731           840            132          4           98 
  Operations(f)                                                                                                         

  Net             147      -          -         (203)        -             -              -          -            - 
  unallocated                                                                                                         
  interest                                                                                                            

  BHP          17 067    610         223       2 607    29 862        16 709          1 769        263        2 481 
  Billiton                                                                                                            
  Group                                                                                                               
 

SEGMENT RESULTS continued

(a)     Before outside equity interests.

(b)     Excludes income tax expense for BHP Billiton Group of US$883 million
(2002: US$912 million), which results in a net profit after income tax expense
of US$1 900 million (2002: US$1 695 million).

(c)     Excluding investment expenditure, capitalised borrowing costs and
capitalised exploration.

(d)     Comparative results for certain minor residual steel assets and
liabilities that were not demerged as part of the BHP Steel (Residual Steel
operations) are included in Group and unallocated items. The Residual Steel
operations were previously included in Steel.

(e)     Includes consolidation adjustments.

(f)      The results of operations and the financial position presented as the
Discontinued Operations, represents the demerged Steel business. Refer
"Discontinued Operations".

(g)      Included within gross assets are the following carrying values of
investments in joint ventures and associated entities: Base Metals; 2003: US$262
million (2002: US$383 million), Carbon Steel Materials; 2003: US$299 million
(2002: US$278 million), Stainless Steel Materials; 2003: US$4 million (2002:
US$3 million), Energy Coal; 2003: US$488 million (2002: US$490 million),
Diamonds and Specialty Products; 2003: US$277 million (2002: US$326 million),
Petroleum; 2003: US$73 million (2002: US$25 million), Discontinued Operations
US$nil (2002: US$48 million), and Group and unallocated items; 2003: US$nil
(2002: US$nil).




EARNINGS PER SHARE

                                                                                                    2003            2002
Basic earnings per share (US cents)                                                                 30.0            27.3
Diluted earnings per share (US cents)                                                               29.9            27.3
Basic earnings per American Depositary Share (ADS) (US cents) (a)                                   60.0            54.6
Diluted earnings per American Depositary Share (ADS) (US cents) (a)                                 59.8            54.6
Weighted average number of fully paid shares (millions)
   Basic earnings per share denominator                                                            6 207           6 029
   Diluted earnings per share denominator (b)                                                      6 222           6 042
Earnings (US$ million)                                                                             1 860           1 648

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

(b)     The weighted average number of shares used for the purposes of
calculating diluted earnings per share reconciles to the number used to
calculate basic earnings per share as follows:

Number of shares                                                                                   2003            2002
                                                                                                Million         Million
Basic earnings per share denominator                                                              6 207           6 029
BHP Billiton Limited options and performance rights                                                  13              11
BHP Billiton Limited partly paid shares                                                               1               2
BHP Billiton Plc performance shares                                                                   1               -
Diluted earnings per share denominator                                                            6 222           6 042


INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

                                                                        Ownership interest             Contribution to
                                                                                                       operating profit
                                                                                                       after income tax
                                                              At joint venture's   At BHP Billiton
                                                                or associate's   Group reporting date
                                                                reporting date
Major shareholdings in joint                                      2003      2002      2003       2002      2003     2002

venture and associated entities       Principal activities           %         %         %          %      US$M     US$M

Carbones del Cerrejon LLC             Coal mining                   33        33        33         33        27       18
Highland Valley Copper                Copper mining                 34        34        34         34       (3)       17
Orinoco Iron C.A.                     HBI production                50        50        50         50         -        -
Samarco Mineracao S.A.                Iron ore mining               50        50        50         50        54       32
South Blackwater                      Coal mining                   50        50        50         50         -       18
Minera Alumbrera Limited (a)          Copper and gold mining         -        25         -         25        25       26
Other (b)                                                                                                    61      112
Total                                                                                                       164      223

                                                                                                     2003           2002
                                                                                                     US$M           US$M
Share of net profit of investments accounted for using the equity method
Revenue (a)                                                                                         1 902          1 679
Expenses (a)                                                                                      (1 637)        (1 378)
Profit before income tax (a)                                                                          265            301
Income tax expense (a)                                                                              (101)           (78)
Share of net profit of investments accounted for using the equity method                              164            223

(a) The share of net profit of investments accounted for using the equity method
includes the results of associated entities relating to the Group's 50% interest
in Minera Alumbrera Limited. This includes revenue of US$94 million (2002:
US$126 million), expenses of US$69 million (2002: US$104 million), profit before
income tax of US$25 million (2002: US$22 million), and income tax expense/
(benefit) of US$nil million (2002: US$(4) million). Effective April 2003, the
BHP Billiton Group sold its interest in Minera Alumbrera Limited for US$187
million; of which US$54 million has been deferred until June 2005. The deferred
proceeds are included in sundry receivables.

(b)     Includes various immaterial equity accounted joint venture and
associated entities and the Richards Bay Minerals joint venture owned 50% (2002:
50%).

PROPERTY, PLANT AND EQUIPMENT

                                         Gross value    Accumulated   Net value   Gross value    Accumulated   Net value
                                           of assets   depreciation   of assets     of assets   depreciation   of assets
                                                2003           2003        2003          2002           2002        2002
                                                US$M           US$M        US$M          US$M           US$M        US$M
Land and buildings (a) (b)                     2 260            931       1 329         2 460          1 178       1 282

Plant, machinery and equipment (c)            22 699         12 133      10 566        24 682         13 112      11 570

Capital works in progress (d)                  2 936              -       2 936         2 197              -       2 197

Mineral rights and other mineral assets(e)     4 848          1 567       3 281         4 641          1 301       3 340
Exploration, evaluation and development(f)

   Now in production                           1 970          1 101         869         2 475          1 489         986

   In development stage but not yet              327              -         327           574            210         364
producing

   In exploration and/or evaluation              487             70         417           480            138         342
stage

Capitalised leased assets (g)                    103             48          55           105             40          65

Total property, plant and equipment           35 630         15 850      19 780        37 614         17 468      20 146



PROPERTY, PLANT AND EQUIPMENT continued
                                                                                                     2003           2002
                                                                                                     US$M           US$M
(a)      Current value of land and buildings
    Land                                                                                              395            534
    Buildings                                                                                       1 245          1 166
                                                                                                    1 640          1 700
                                                                                                                    2003

                                                                                                                    US$M
(b)      Land and buildings
    Balance at the beginning of the financial year                                                                 1 282
    Capital expenditure (including capitalised interest)                                                             159
    Depreciation                                                                                                    (98)
    Net disposals including demerger or disposal of controlled entities                                            (217)
    Amounts written off                                                                                              (6)
    Exchange variations                                                                                                2
    Transfers and other movements                                                                                    207
    Balance at the end of the financial year                                                                       1 329

(c)     Plant, machinery and equipment
    Balance at the beginning of the financial year                                                                11 570
    Capital expenditure (including capitalised interest)                                                             483
    Depreciation                                                                                                 (1 220)
    Net disposals including demerger or disposal of controlled entities                                          (1 723)
    Amounts written off                                                                                             (48)
    Exchange variations                                                                                               74
    Transfers and other movements                                                                                  1 430
    Balance at the end of the financial year                                                                      10 566

(d)      Capital works in progress
    Balance at the beginning of the financial year                                                                 2 197
    Capital expenditure (including capitalised interest)                                                           2 276
    Transfers and other movements                                                                                (1 537)
    Balance at the end of the financial year                                                                       2 936

(e)      Mineral rights and other mineral assets
    Balance at the beginning of the financial year                                                                 3 340
    Capital expenditure (including capitalised interest)                                                              51
    Depreciation                                                                                                   (174)
    Net disposals including demerger or disposal of controlled entities                                              (1)
    Transfers and other movements                                                                                     65
    Balance at the end of the financial year                                                                       3 281



PROPERTY, PLANT AND EQUIPMENT continued
                                                                                                                    2003

                                                                                                                    US$M
(f)      Exploration, evaluation and development expenditures carried forward
    Balance at the beginning of the financial year                                                                 1 692
    Capital expenditure (including capitalised exploration and interest)                                             211
    Depreciation                                                                                                   (141)
    Net disposals including demerger or disposal of controlled entities                                             (11)
   Amounts written off                                                                                               (9)
    Exchange variations                                                                                               11
    Transfers and other movements                                                                                  (140)
    Balance at the end of the financial year                                                                       1 613

(g) Capitalised leased assets
    Balance at the beginning of the financial year                                                                    65
    Capital expenditure                                                                                                4
    Depreciation                                                                                                     (9)
    Transfers and other movements                                                                                    (5)
    Balance at the end of the financial year                                                                          55



INTEREST BEARING LIABILITIES (CURRENT)
                                                                                                    2003            2002
                                                                                                    US$M            US$M
Current portion of unsecured long-term loans
    Bank loans                                                                                       230             154
   Notes and debentures                                                                              150             706
Total current portion of long-term loans                                                             380             860
Current portion of
   Non-recourse finance                                                                               78             173
   Secured debt (limited recourse)                                                                    28              35
   Finance leases                                                                                      4               2
Short-term interest bearing liabilities
   Unsecured bank loans                                                                              371             197
   Unsecured other                                                                                    16              21
Bank overdrafts
   Unsecured                                                                                          21             509
Total other current interest bearing liabilities                                                     518             937
Total current interest bearing liabilities                                                           898           1 797



INTEREST BEARING LIABILITIES (NON-CURRENT)
                                                                                                    2003            2002
                                                                                                    US$M            US$M
Unsecured long-term loans (at weighted average interest rates) (a)
Bank loans
   At average fixed interest rates of 12.1%                                                           85             148
   At average floating interest rates of 6.2%                                                        244           1 351
Commercial paper
   At average floating interest rates of 1.2%                                                        138             849
Notes and debentures (issued in the US)
   At average fixed interest rates of 7.3%                                                         1 673           2 019
   At average floating interest rates of 1.8%                                                        850               -
Medium term notes (issued in Australia)
   At average fixed interest rates of 7.7%                                                             -             113
   At average floating interest rates of 2.1%                                                        803             692
Medium term notes (issued in Europe)
   At average fixed interest rates of 3.9%                                                           741               -
Other
   At average fixed interest rates of 8.7%                                                           176             198
   At average floating interest rates of 1.1%                                                         50              50
Total long-term loans                                                                              4 760           5 420
less Amounts repayable within 12 months (b)                                                          380             860
Total non-current portion of long-term loans                                                       4 380           4 560
Redeemable preference shares
   BHP Operations Inc (c)                                                                            450             450
Total redeemable preference shares                                                                   450             450
less Amounts repayable within 12 months (b)                                                            -               -
Total non-current portion of redeemable preference shares                                            450             450
Non-recourse finance
   US$ loans for the Escondida project with maturities 2002-2004                                     798             872
   US$ loans for the OHANET project with maturities 2004-2007                                        108               -
less Amounts repayable within 12 months (b)                                                           78             173
Total non-current portion of non-recourse finance                                                    828             699
Secured debt (limited recourse)
   US$ and Euro loans for the Mozal project with maturities 2003-2004 (d)                            506             449
   less Amounts payable within 12 months (b)                                                          28              35
Total non-current portion of secured debt (limited recourse)                                         478             414
Total non-current portion of long-term loans, redeemable preference shares, non-recourse           6 136           6 123
finance and secured debt (limited recourse)
Other non-current interest bearing liabilities
   Finance leases                                                                                     49              33
   Other                                                                                             241             227
Total non-current interest bearing liabilities                                                     6 426           6 383

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

(b) Refer "Interest Bearing Liabilities (Current)".

(c) BHP Operations Inc: Preferred stock
    -  Auction market preferred stock:
        600 (2002: 600) shares issued at US$250 000 each, fully paid preferred
stock; cumulative, non-participating, dividend reset on a regular basis
        reflecting prevailing US market rates; not entitled to any earnings
growth or capital appreciation of the issuer. Redeemable at the option of the
        issuer on any dividend payment date or, if redeemed in full, on any
business day. Guaranteed by other BHP Billiton Group companies.
     -  Cumulative preferred stock series 'A':
        3 000 (2002: 3 000) shares issued at US$100 000 each, fixed at 6.76 per
cent per annum, fully paid and not entitled to any earnings growth or
        capital appreciation of the issuer. Subject to mandatory redemption on
27 February 2006. Dividends are cumulative and are calculated on the basis
        of a year of twelve 30 day months. Guaranteed by other BHP Billiton
Group companies.

(d) The limited recourse secured debt relates to the Mozal joint venture
operation. The debt is secured by a charge over the assets of this joint venture
     operation 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.



OTHER PROVISIONS AND LIABILITIES (CURRENT)

                                                                                                    2003            2002
                                                                                                    US$M            US$M
Employee benefits                                                                                    313             304
Post-retirement benefits                                                                               7              20
Restoration and rehabilitation                                                                        56              65
Restructuring                                                                                         45              92
Other                                                                                                138             141
Total current other provisions (a)                                                                   559             622
Dividends                                                                                            468             402
Deferred income                                                                                      114              92
Total current other provisions and liabilities                                                     1 141           1 116

(a)    Refer "Other Provisions and Liabilities (Non-Current)" for non-current
portion of provisions and movement in total provisions.


OTHER PROVISIONS AND LIABILITIES (NON-CURRENT)

                                                                                                    2003            2002
                                                                                                    US$M            US$M
Employee benefits (a)                                                                                314             337
Post-retirement benefits                                                                             310             195
Resource rent tax                                                                                    241             214
Restoration and rehabilitation                                                                     1 969           1 548
Restructuring (b)                                                                                     12              33
Other (c)                                                                                            160             118
Total non-current other provisions                                                                 3 006           2 445

Deferred income                                                                                      345             319

Total non-current other provisions and liabilities                                                 3 351           2 764

                                         Employee           Post- Resource Restoration and
                                                       retirement                             Restructuring Other Total
                                     benefits (a)                 rent tax  rehabilitation              (b)
                                                         benefits                                            US$M  US$M
                                             US$M                     US$M            US$M             US$M
                                                             US$M


Movements in provision balances
At 1 July 2002                                641             215      214           1 613              125   259 3 067

Amounts capitalised                             -               -        -             325                -     -   325

Demerger or disposals of                    (183)               -        -             (1)              (1)  (34) (219)
subsidiaries

Charge/(credit) for the year

                          Underlying          411              50      (3)              37                4    36   535

                         Discounting            3               -        -              94                -     -    97

                  Exchange variation           51              22       29               -                5    35   142

Exchange variation taken to reserves            1               -        3              15                -     1    20

Utilisation                                 (265)            (29)        -            (84)             (28)  (23) (429)

Transfers and other movements                (32)              59      (2)              26             (48)    24    27

At 30 June 2003                               627             317      241           2 025               57   298 3 565

Current                                       313               7        -              56               45   138   559

Non-current                                   314             310      241           1 969               12   160 3 006

(a)     In the year ended 30 June 2003 the average number of employees,
excluding joint venture and associated entities employees, and including
executive Directors was 34 801 (2002: 50 224).

(b)     The provision for restructuring costs as at 30 June 2003 includes
remediation and site rehabilitation costs of US$10 million (2002: US$47
million).

(c) Other provisions include non-current non-executive Directors' retirement
benefits of US$4 million (2002: US$3 million).


CONTRIBUTED EQUITY AND CALLED UP SHARE CAPITAL

                                                                                                    2003            2002
                                                                                                    US$M            US$M
BHP Billiton Limited

Paid up contributed equity (a)

     3 747 687 775 fully paid ordinary shares (2002: 3 724 893 687)                                1 785           3 143

     240 000 ordinary shares paid to A$1.40 (2002: 320 000) (b)                                        -               -

1 095 000 ordinary shares paid to A$1.36 (2002: 2 305 000) (b)                                         -               -

1 Special Voting Share (2002: 1) (c)                                                                   -               -

                                                                                                   1 785           3 143

                                                                                          Number of shares          
                                                                                       2003             2002 
          Movements in fully paid ordinary shares                                                            
          Opening number of shares                                            3 724 893 687    3 704 256 885 
          Shares issued on exercise of Employee Share Plan Options (d)           20 165 784       22 955 508 
          Shares issued on exercise of Performance Rights (d)                       918 120                - 
          Partly paid shares converted to fully paid (b)                          1 710 184        1 815 916 
          Shares bought back and cancelled (e)                                            -      (4 134 622) 
          Closing number of shares (f)                                        3 747 687 775    3 724 893 687 

                                                                                              
                                                                                                    
                                                                                                    2003            2002
                                                                                                    US$M            US$M
BHP Billiton Plc
Allotted, called up and fully paid share capital

2 468 147 002 ordinary shares of US$0.50 each (2002: 2 319 147 885) (g)                            1 732           1 752

50 000 (2002: 50 000) 5.5% preference shares of #1 each (h)                                            -               -

1 Special Voting Share (2002: 1) (c)                                                                   -               -
                                                                                                   1 732           1 752

                                                                                                Number of shares
                                                                                                  2003             2002


Movements in allotted, called up and fully paid shares
Opening number of shares                                                                   2 319 147 885  2 319 147 885
                                                                                                   
Bonus shares issued (a)                                                                      148 999 117            -
Closing number of shares                                                                   2 468 147 002   2 319 147 885
                                                                                                   



CONTRIBUTED EQUITY AND CALLED UP SHARE CAPITAL continued


(a) Contributed equity reduced by US$1 456 million due to the demerger of BHP
Steel in July 2002. This reflected a capital reduction of 69 Australian cents
per share. The demerger resulted in BHP Billiton Limited shareholders being
issued one BHP Steel share for every five BHP Billiton Limited shares held. BHP
Billiton Plc shareholders did not receive shares in BHP Steel. Bonus shares were
issued to BHP Billiton Plc shareholders as a Matching Action to ensure economic
benefit equality to shareholders of both BHP Billiton Limited and BHP Billiton
Plc (the bonus issue was one BHP Billiton Plc share for approximately each 15.6
BHP Billiton Plc shares held).

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

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

(d)     The number of shares issued on exercise of options after 7 July 2001
includes bonus shares.

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

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

(g)     BHP Billiton Plc entered into an arrangement under which it contingently
agreed to purchase its own shares from a special purpose vehicle (Nelson
Investment Limited) established for that purpose. 3 890 000 ordinary shares were
purchased in the year ended 30 June 2003 for an aggregate purchase price of
US$20 million, which was funded by the BHP Billiton Group.

(h)     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 JP Morgan plc.

(i)     An 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.



TOTAL EQUITY

                                                                                                    2003            2002
                                                                                                    US$M            US$M
Total equity opening balance                                                                      13 153          12 232
Total changes in equity recognised in the Statement of Financial Performance                       1 927           1 673
Transactions with owners - contributed equity                                                         98             104
   Dividends                                                                                       (900)           (784)
   BHP Billiton Limited share buy-back program                                                         -            (19)
   BHP Billiton Plc share repurchase scheme (a)                                                     (20)               -
BHP Steel demerger - capital reduction                                                           (1 489)               -
Total changes in outside equity interests                                                            (8)            (53)
Total equity closing balance                                                                      12 761          13 153

(a) BHP Billiton Plc entered into an arrangement under which it contingently
agreed to purchase its own shares from a special purpose vehicle (Nelson
Investment Limited) established for that purpose. 3 890 000 ordinary shares were
purchased in the year ended 30 June 2003 at an aggregate purchase price of US$20
million, which was funded by the BHP Billiton Group. The cost of purchasing
these shares was deducted from shareholders' funds. There was no intention to
trade these shares and no dividends were paid in respect of them outside the BHP
Billiton Group. No shares were re-issued during the year ended 30 June 2003.



RETAINED PROFITS

                                                                                                    2003            2002
                                                                                                    US$M            US$M
Retained profits opening balance                                                                   7 455           6 526
   Dividends provided for or paid                                                                  (900)           (784)
   Aggregate of amounts transferred from reserves                                                    143              84
   BHP Billiton Limited share buy-back program                                                         -            (19)
   Net profit                                                                                      1 860           1 648
Retained profits closing balance                                                                   8 558           7 455



DETAILS OF CONTROL GAINED OVER OR LOSS OF CONTROL OF ENTITIES HAVING A MATERIAL
EFFECT DURING THE PERIOD

Company                                                                              Profit/(loss)     Fair value of net
                                                                           attributable to members    tangible assets on
                                                                         of the BHP Billiton Group              disposal
                                                                               arising on disposal

                                                                                              US$M                  US$M
Material demergers or disposals of controlled entities

2003
   BHP Steel Limited Group (a)                                                                (19)                 1 861


(a) Refer "Discontinued Operations"



There were no material acquisitions in 2003.


BHP Billiton Limited ABN 49 004 028 077                      BHP Billiton Plc Registration number 3196209
Registered in Australia                                      Registered in England and Wales
Registered Office: 600 Bourke Street Melbourne Victoria      Registered Office: Neathouse Place London SW1V 1BH United
3000                                                         Kingdom
Telephone +61 3 9609 3333 Facsimile +61 3 9609 3015          Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111


                                      The BHP Billiton Group is headquartered in Australia





                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

MSCIIFFAATIAIIV