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BHP Billiton Group SEC Form 20-F

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BHP Billiton Group SEC Form 20-F Part A is to be read in conjunction with Part B For presentation purposes the Form 20-F presented here is the Form 20-F filed on 3 October 2005, as amended by the Form 20-F/A filed on 10 November 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 20-F/A Amendment No.1 (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED 30 JUNE 2005 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Commission file number: 001-09526 Commission file number: 001-31714 BHP BILLITON LIMITED BHP BILLITON PLC (ABN 49 004 028 077) (REG. NO. 3196209) (Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter) VICTORIA, AUSTRALIA ENGLAND AND WALES (Jurisdiction of incorporation or organisation) (Jurisdiction of incorporation or organisation) 180 LONSDALE STREET, MELBOURNE, VICTORIA NEATHOUSE PLACE, VICTORIA, LONDON, UNITED 3000 AUSTRALIA KINGDOM (Address of principal executive offices) (Address of principal executive offices) Securities registered or to be registered pursuant to section 12(b) of the Act. Title of each class Name of each exchange on Title of each class Name of each exchange on which registered which registered American Depositary Shares* New York Stock Exchange American Depositary Shares* New York Stock Exchange Ordinary Shares** New York Stock Exchange Ordinary Shares, nominal value New York Stock Exchange US$0.50 each** * Evidenced by American Depositary Receipts. Each American Depositary Receipt represents two ordinary shares of BHP Billiton Limited or BHP Billiton Plc, as the case may be. ** Not for trading, but only in connection with the listing of the applicable American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. BHP Billiton Limited BHP Billiton Plc Fully Paid Ordinary Shares 3,587,977,615 2,468,147,002 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 ⌧ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ 1 EXPLANATORY NOTE BHP Billiton Limited and BHP Billiton Plc are filing this Amendment No. 1 on Form 20-F/A to their Annual Report on Form 20-F for the fiscal year ended 30 June 2005, which was originally filed with the Securities and Exchange Commission on 3 October 2005, to amend Items 5, 11 and 18, each of which is amended by replacing such Item in its entirety. Item 5 is amended to provide additional detail regarding the calculation of turnover derived from base metal sales agreements that provide for provisional pricing at the time of shipment. Item 11 is amended to clarify the cross references to information contained in Item 5 and Note 29 to the BHP Billiton Group Annual Financial Statements. Item 18 is amended to: • correct the reference to the date on which KPMG Audit Plc signed the audit report contained therein; • provide additional detail under the headings “Accounting Policies—Turnover” and “US Generally Accepted Accounting Principles disclosures” to describe the calculation of turnover derived from certain sales agreements that provide for provisional pricing at the time of shipment; and • correct a rounding error in the amount stated as earnings per share (basic) (US cents) in the Consolidated Profit and Loss Account for the year ended 30 June 2005. This Amendment does not reflect events that have occurred after the 3 October 2005 filing date of the Annual Report on Form 20-F, or modify or update the disclosures presented in the original Form 20-F, except to reflect the amendments described above. 2 CONTENTS FORWARD-LOOKING STATEMENTS ...........................................................................................................................................4 GLOSSARY OF TERMS ....................................................................................................................................................................5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ...........................................................8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE .............................................................................................9 ITEM 3. KEY INFORMATION................................................................................................................................................10 ITEM 4. INFORMATION ON THE COMPANY.....................................................................................................................15 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS............................................................................105 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.............................................................................139 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ...........................................................180 ITEM 8. FINANCIAL INFORMATION.................................................................................................................................182 ITEM 9. THE OFFER AND LISTING....................................................................................................................................186 ITEM 10. ADDITIONAL INFORMATION .............................................................................................................................189 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..........................................201 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ..........................................................201 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES....................................................................202 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.....202 ITEM 15. CONTROLS AND PROCEDURES..........................................................................................................................202 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.......................................................................................................202 ITEM 16B. CODE OF ETHICS. .................................................................................................................................................202 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES..........................................................................................203 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES...........................................204 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.....................204 ITEM 17. FINANCIAL STATEMENTS...................................................................................................................................205 ITEM 18. FINANCIAL STATEMENTS...................................................................................................................................205 ITEM 19. EXHIBITS.................................................................................................................................................................205 In this annual report, the terms we, our, us, BHP Billiton, BHP Billiton Group and Group refer to BHP Billiton Limited and BHP Billiton Plc, together with their respective subsidiaries. BHP Billiton Plc Group refers to the group that is BHP Billiton Plc and its subsidiary companies. BHP Billiton Limited Group refers to the group that is BHP Billiton Limited and its subsidiary companies. BHP Billiton Plc refers to the parent entity that was formerly Billiton Plc before the implementation of the DLC structure and BHP Billiton Limited refers to the parent entity that was formerly BHP Limited before the DLC structure. 3 FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements, including statements regarding: • estimated reserves; • trends in commodity prices; • plans, strategies and objectives of management; • closure or divestment of certain operations or facilities (including associated costs); • anticipated production or construction commencement dates; • expected costs or production output; • the anticipated productive lives of projects, mines and facilities; and • provisions and contingent liabilities. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause actual results to differ materially from those expressed in the statements contained in this annual report. For
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