6-K 1 d894914d6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

March 17, 2015

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)

171 COLLINS STREET, MELBOURNE, |  | NEATHOUSE PLACE, VICTORIA, LONDON,
VICTORIA 3000 AUSTRALIA |  | UNITED KINGDOM
(Address of principal executive offices) |  | (Address of principal executive offices)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ¨ Yes x No

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

|  |  |  | BHP Billiton Limited |  | BHP Billiton Plc
|  |  |  | 171 Collins Street |  | Neathouse Place
|  |  |  | Melbourne Victoria 3000 Australia |  | London SW1V 1LH UK
|  |  |  | GPO BOX 86 |  | Tel +44 20 7802 4000
|  |  |  | Melbourne Victoria 3001 Australia |  | Fax + 44 20 7802 4111
|  |  |  | Tel +61 1300 55 47 57 Fax +61 3 9609 3015 |  | bhpbilliton.com
|  |  |  | bhpbilliton.com |  |

17 March 2015

To: |  | Australian Securities Exchange |  | cc: |  | New York Stock Exchange
|  | London Stock Exchange |  |  |  | JSE Limited

SOUTH32 ROADSHOW PRESENTATION

Attached are the presentation slides for the upcoming South32 Roadshow Presentation.

Further information on BHP Billiton can be found at www.bhpbilliton.com.

Rachel Agnew
Company Secretary

BHP Billiton Limited ABN 49 004 028 077 |  | BHP Billiton Plc Registration number 3196209
Registered in Australia |  | Registered in England and Wales
Registered Office: 171 Collins Street Melbourne Victoria 3000 |  | Registered Office: Neathouse Place, London SW1V 1LH United Kingdom

The BHP Billiton Group is headquartered in Australia

SOUTH32
MAKING A DIFFERENCE FROM THE GROUND UP
ROADSHOW PRESENTATION
MARCH 2015

IMPORTANT INFORMATION AND DISCLAIMER SOUTH32
Nature of this presentation
The information contained in this presentation does not constitute a prospectus or other listing document in relation to BHP Billiton or the new company proposed to be demerged from BHP Billiton (‘South32’) in any jurisdiction and is summary information provided for information purposes only. Any investment decision in relation to South32 should be made only on the basis of the information contained in the Listing Document for the relevant jurisdiction. The “Listing Documents”, which are available, subject to applicable securities laws, on the BHP Billiton website at www.bhpbilliton.com/demerger, comprise a prospectus which has been approved by the UK Listing Authority in connection with the proposed admission of South32’s ordinary shares to the standard listing segment of the Official List of the UK Financial Conduct Authority and to trading on the Main Market for listed securities of London Stock Exchange plc, an information memorandum in connection with South32’s application for the admission of its ordinary shares to listing on the Australian Securities Exchange and a pre-listing statement in connection with South32’s application for the admission of its ordinary shares to listing on the Johannesburg Stock Exchange.
This presentation should not be relied upon in connection with voting on the proposed demerger. Information relating to the proposed demerger is set out in the Shareholder Circular. The Shareholder Circular is available on BHP Billiton’s website at www.bhpbilliton.com/demerger. Subject to applicable securities laws, shareholders may obtain printed copies of the Shareholder Circular and the Listing Document applicable to their jurisdiction (the “Disclosure Documents”) free of charge by calling the Shareholder Information Line (details set out in section 3.9 of the Listing Documents and under “Important notices” at the start of the Shareholder Circular).
Nothing in this presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell BHP Billiton securities or securities in South32 in any jurisdiction.
UK Financial Services and Markets Act 2000 approval
The contents of this presentation, which have been prepared by and are the sole responsibility of BHP Billiton, have been approved by Goldman Sachs International solely for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000 (as amended). Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for BHP Billiton and no one else in connection with the proposed demerger of South32 and will not be responsible to anyone other than BHP Billiton for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the proposed demerger of South32 or any matter referred to herein.
Forward-looking statements
This presentation contains forward-looking statements, which may include statements regarding, among other things: trends in commodity prices and currency exchange rates; demand for commodities; plans, strategies and objectives of management; closure or divestment of certain operations or facilities (including associated costs); anticipated production or construction commencement dates; capital costs and scheduling; operating costs and shortages of materials and skilled employees; anticipated productive lives of projects, mines and facilities; provisions and contingent liabilities; tax and regulatory developments.
Forward-looking statements can be identified by the use of terminology such as ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’, ‘annualised’ or similar words. These statements discuss future expectations concerning the results of operations or financial condition, or provide other forward-looking statements.
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 presentation. Readers are cautioned not to put undue reliance on forward-looking statements.
For example, future revenues from South32 operations, projects or mines described in this presentation will be based, in part, upon the market price of the minerals or metals produced, which may vary significantly from current levels. These variations, if materially adverse, may affect the timing or the feasibility of the development of a particular project, the expansion of certain facilities or mines, or the continuation of existing operations.
Other factors that may affect the actual construction or production commencement dates, costs or production output and anticipated lives of operations, mines or facilities include South32’s ability to profitably produce and transport the minerals and/or metals extracted to applicable markets; the impact of foreign currency exchange rates on the market prices of the minerals or metals South32 produces; activities of government authorities in some of the countries where South32 is exploring or developing these projects, facilities or mines, including increases in taxes, changes in environmental and other regulations and political uncertainty; labour unrest; and other factors identified in the Disclosure Documents. Except as required by applicable regulations or by law, neither BHP Billiton nor South32 undertakes any obligation publicly to update or review any forward-looking statements, whether as a result of new information or future events.
MARCH 2015 SLIDE 2

IMPORTANT INFORMATION AND DISCLAIMER (CONTINUED) SOUTH32
BHP Billiton non-IFRS financial information
BHP Billiton results which have been published in the Disclosure Documents are reported under International Financial Reporting Standards (IFRS) including Underlying EBIT and Underlying EBITDA which are used to measure segment performance. The Disclosure Documents and/or this presentation also include certain non-IFRS measures including Underlying EBIT margin, Underlying EBITDA margin, Net debt and Net operating assets. These measures are used internally by management to assess the performance of BHP Billiton business, make decisions on the allocation of BHP Billiton’s resources and assess operational management. Non-IFRS measures have not been subject to audit or review and should not be considered as an indication of or alternative to an IFRS measure of profitability, financial performance or liquidity.
South32 financial information
This presentation and the Disclosure Documents include historical combined financial information and pro forma financial information relating to South32. The historical combined financial information has been prepared by aggregating the historical financial information relating to the businesses that will be held by South32 as at the date of the demerger. The pro forma financial information has been prepared for the purpose of showing the impact of the demerger on South32’s financial performance and position. Details of the basis of preparation and presentation of the South32 financial information are set out in the Disclosure Documents.
The South32 financial information in this presentation and/or the Disclosure Documents include references to Underlying Earnings, Underlying EBIT and Underlying EBITDA, which are used to assess the performance of South32 and its businesses. Underlying EBITDA and Underlying EBIT are calculated based on the accounting policy that South32 proposes to use when discussing its operating results in future periods. The accounting policy proposed by South32 for calculating these measures differs from that currently used by BHP Billiton. Further information on the calculation of these measures is set out in the Disclosure Documents.
Presentation of data
Unless specified otherwise, all references to Underlying EBIT, Underlying EBITDA, Underlying EBIT margin and Underlying EBITDA margin include third party trading activities. Unless specified otherwise, production volumes, sales volumes and capital and exploration expenditure from subsidiaries are reported on a 100 per cent basis; production volumes, sales volumes and capital and exploration expenditure from equity accounted investments and other operations are reported on a proportionate consolidation basis
Reliance on third-party information
The views expressed in this presentation contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. This presentation should not be relied upon as a recommendation or forecast by BHP Billiton or South32.
No financial or investment advice – South Africa
BHP Billiton and South32 do not provide any financial or investment ‘advice’, as that term is defined in the South African Financial Advisory and Intermediary Services Act 37 of 2002, and we strongly recommend that you seek professional advice.
No SEC or Exchange Act registration – United States
The demerger of South32 from BHP Billiton will not be registered with the US Securities and Exchange Commission (SEC) under the US Securities Act of 1933, as amended. BHP Billiton expects South32 to qualify for the exemption from registration under Rule 12g3-2(b) of the US Securities Exchange Act of 1934, as amended (‘Exchange Act’), and accordingly the South32 shares will not be registered under the Exchange Act and South32 will not be subject to the reporting requirements of the Exchange Act.
MARCH 2015 SLIDE 3

TABLE OF CONTENTS SOUTH32
SECTION 1: OVERVIEW OF SOUTH32
SECTION 2: DETAILED MANAGEMENT AND BOARD BIOGRAPHIES
SECTION 3: AUSTRALIAN BUSINESSES
SECTION 4: SOUTHERN AFRICAN BUSINESSES
SECTION 5: SOUTH AMERICAN BUSINESSES
SECTION 6: RESERVES AND RESOURCES
SECTION 7: SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION
SECTION 8: COMMODITY PRICE AND CURRENCY SENSITIVITIES
SECTION 9: REVOLVING CREDIT FACILITY SUMMARY
SECTION 10: LISTING MECHANICS
SECTION 11: KEY RISKS
MARCH 2015 SLIDE 4

SOUTH32
SECTION 1: OVERVIEW OF SOUTH32

A NEW COMPANY FROM THE GROUND UP SOUTH32
An experienced board and management team with clearly defined strategic priorities
A cash generator with high quality metals and mining assets competitively positioned in their respective cost curves
A lean operating model designed to further reduce costs and increase productivity
A simple approach to capital management underpinned by a commitment to maximise total shareholder returns
Well positioned to pursue investments that meet strict financial criteria
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 6

AN EXPERIENCED BOARD AND MANAGEMENT TEAM SOUTH32
Board1
Keith Rumble
Independent Non-executive Director
David Crawford
Chairman and Independent Non-executive Director
Xolani Mkhwanazi
Non-executive Director
Chief Executive Officer and Executive Director
Graham Kerr
Chief Operating Officer - Australia
Ricus Grimbeek
Chief Operating Officer - Africa
Mike Fraser
Chief Commercial Officer
Chief Financial Officer
Brendan Harris
Chief People Officer
Jo McConnell (Acting)
Chief Legal Officer & Company Secretary
Nicole Duncan
1 Further Board members to be appointed in time.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 7

CLEARLY DEFINED STRATEGIC PRIORITIES SOUTH32
Establish a distinctive, powerful culture and identity
Enhance environmental, health, safety and social programs
Embed a lean operating model that is aggregated at the regional level
Reduce costs and improve productivity
Create strong alignment with investors
Develop and pursue investment opportunities
Continually seek to optimise the portfolio
Cannington, Australia
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 8

A FOCUS ON SUSTAINABILITY WILL BE A SOURCE OF FUTURE COMPETITIVE ADVANTAGE SOUTH32
Aim to continuously improve safety performance
Aspire to have no person hurt at work
Be socially and environmentally responsible, providing a better future for host communities
Seek to minimise the environmental impact of operations
Energy efficiency
Biodiversity and land management
Water resource management
Promote a diverse and inclusive workplace
South Africa Aluminium, South Africa
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 9

A GLOBALLY DIVERSIFIED METALS AND MINING COMPANY SOUTH32
Operations in Australia, Southern Africa and Colombia
Non-operated JV interests in Brazil
Strongly diversified by commodity and customer
US$8.3b of revenue in FY20141
Proposed listings on the ASX, JSE and LSE2
Nickel 5% Metallurgical coal 8% Silver, Lead, Zinc 26% Manganese ore and alloy 21% Energy coal 11% Alumina Aluminium 29% Underlying EBITDA by commodity1
South America 12% Southern Africa 29% Australia 59% Underlying EBITDA by geography1
Americas 7% Australia 9% Southern Africa 12% Other Europe 6% Belgium 4% Switzerland 7% Other Asia 9% Singapore 5% South Korea 6% India 7% Japan 8% China 11% Revenue by market1
Germany 2% UK 3% Italy 4%
Regional head office Global shared services Johannesburg
Hotazel Manganese ore
Metalloys Manganese alloys
South Africa Energy Coal Energy coal
Mozal Aluminium
Hillside Aluminium
Global marketing centre Singapore
GEMCO Manganese ore
Head office Perth
Worsley Alumina
Cerro Matoso Nickel
Cannington Silver, Lead, Zinc
Illawarra Coal Metallurgical coal
TEMCO Manganese alloys
MRN Bauxite
Alumar Aluminium / Alumina
Offices Assets
1 Based on FY2014. Manganese revenue and Underlying EBITDA presented on a proportional consolidation (60 per cent) basis. Revenue by market represents location of customer.
2 An OTC ADS program will also be established for South32.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 10

HIGH QUALITY ASSETS COMPETITIVELY POSITIONED IN THEIR RESPECTIVE COST CURVES SOUTH32
Leading assets in the first quartile of industry cost curves
GEMCO: largest Mn ore producer
Cannington: largest silver producing mine
Worsley Alumina: one of the largest alumina refineries
Hillside, Mozal Aluminium, Illawarra Metallurgical Coal, Cerro Matoso, Alumar Refinery and South Africa Energy Coal are also large and well positioned in their respective industry cost/margin curves1
Industry cost/margin1 curve position and FY2014 production for key South32 assets2
1st quartile 2nd quartile 3rd quartile 4th quartile
GEMCO3 4,776 Kt Mn ore
Cannington4 25.2 Moz Ag
Worsley Alumina 3,916 Kt Alumina
Mozal Aluminium5 266 Kt Al
Hillside5 715 Kt Al
Illawarra Met. Coal1 7,512 Kt Met/Energy coal
Cerro Matoso 44 Kt Ni
Alumar Refinery 1,262 Kt Alumina
SA Energy Coal3 30,384 Kt Energy coal
Hotazel Mines3 3,526 Kt Mn ore
Source: Wood Mackenzie, CRU and AME Group data based on CY2013 production
1 Represents operating cash cost quartile position, with the exception of Illawarra Metallurgical Coal which is represented as the position on the industry margin curve to account for coal quality differentials.
2 Production figures are South32 share, unless otherwise stated.
3 On a 100% basis.
4 Cost quartile position on a co-product basis
5 Cash cost position based on Wood Mackenzie Aluminium smelter costs release 2014 Q4. As per South32’s financial statements and as outlined in section 7.1 (b) and (c) of the South32 Listing Documents the unit operating costs of Mozal Aluminium have been higher than those of Hillside.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 11

HIGH QUALITY ASSETS COMPETITIVELY POSITIONED IN THEIR RESPECTIVE COST CURVES SOUTH32
Leading assets in the first quartile of industry cost curves
GEMCO: largest Mn ore producer
Cannington: largest silver producing mine
Worsley Alumina: one of the largest alumina refineries
Hillside, Mozal Aluminium, Illawarra Metallurgical Coal, Cerro Matoso, Alumar Refinery and South Africa Energy Coal are also large and well positioned in their respective industry cost/margin curves1
90% of H1 FY2015 Underlying EBITDA2 generated by first and second quartile assets
Contribution of key South32 assets3 to H1 FY2015 combined Underlying EBITDA2
0% 25% 50% 75% 100%
GEMCO4 4,776 Kt Mn ore 14.4%
Cannington 25.2 Moz Ag 13.6% 1st quartile
Worsley Alumina 3,916 Kt Alumina 10.6%
Mozal Aluminium 266 Kt Al 6.5%
Hillside 715 Kt Al 14.9%
Illawarra1 Met. Coal 7,512 Kt Met/Energy coal 8.9%
Cerro Matoso 44 Kt Ni 8.4% 2nd quartile
Alumar Refinery 1,262 Kt Alumina 6.4%
SA Energy Coal4 30,384 Kt Energy coal 6.2%
Hotazel Mines4 3,526 Kt Mn ore 5.1%
Source: Wood Mackenzie, CRU and AME Group data based on CY2013 production
1 Represents operating cash cost quartile position, with the exception of Illawarra Metallurgical Coal which is represented as the position on the industry margin curve to account for coal quality differentials.
2 100% Underlying EBITDA (excluding Third party products and Group and unallocated) includes TEMCO: US$21m (1.6%), Metalloys: US$(6)m and Alumar Smelter: US$54m (4.0%). 3 Production figures are South32 share, unless otherwise stated.
4 On a 100% basis.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 12

HIGH QUALITY ASSETS COMPETITIVELY POSITIONED IN THEIR RESPECTIVE COST CURVES SOUTH32
Leading assets in the first quartile of industry cost curves
GEMCO: largest Mn ore producer
Cannington: largest silver producing mine
Worsley Alumina: one of the largest alumina refineries
Hillside, Mozal Aluminium, Illawarra Metallurgical Coal, Cerro Matoso, Alumar Refinery and South Africa Energy Coal are also large and well positioned in their respective industry cost/margin curves1
90% of H1 FY2015 Underlying EBITDA2 generated by first and second quartile assets
These assets have been well maintained and have significant resource lives
Historical combined total capital expenditure3 (US$b)
3 Execution of major capital projects including:
GEMCO expansion
2 Worsley Alumina Efficiency and Growth Project
South Africa Energy Coal projects
1
0
FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14
1 Represents operating cash cost quartile position, with the exception of Illawarra Metallurgical Coal which is represented as the position on the industry margin curve to account for coal quality differentials.
2 Underlying EBITDA (excluding Third party products and Group and unallocated).
3 Capital expenditure for FY2012 to FY2014 is based on historical combined financial information for South32 included in Annexure 1 of the South32 Listing Documents. For the period FY2005 to FY2011 capital expenditure is based on information previously published by BHP Billiton as unaudited supplementary financial information released as part of BHP Billiton’s results announcements.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 13

A CASH GENERATOR THROUGH THE CYCLE SOUTH32
Combined Underlying EBITDA1 of more than US$2.0b p.a. over the last decade
Average Underlying EBITDA margin1 of 36% over the last decade
Cash from operations has significantly exceeded capital expenditure
Net operating cash flows before financing activities and tax and after capital expenditure of US$1.4b in FY2014 2
Historical combined Underlying EBITDA and margin1 (US$b, %)
7 50.0%
6
5 40.0%
4
3 30.0%
2 20.0%
1
0 10.0%
FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14
Total Underlying EBITDA Underlying EBITDA margin (%)
Historical combined cash generation and capital expenditure (US$b)
3
2 0.9 1.0 1.4
1
0
FY12 FY13 FY14
Cash from operations3 Total capital expenditure
Net operating cash flows2
1 Underlying EBITDA is earnings before depreciation and amortisation, net finance costs, taxation and any earnings adjustment items. Underlying EBITDA and margin excludes third party product sales and group and unallocated items.
2 Net operating cash flows before financing activities and tax and after capital expenditure. On a pro forma basis, net operating cash flows before financing activities and tax and after capital expenditure would be US$1,035m in FY2014.
3 Cash generated from operations including dividends received (including from equity accounted investments).
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 14

A LEAN OPERATING MODEL DESIGNED TO FURTHER REDUCE COSTS AND INCREASE PRODUCTIVITY SOUTH32
A focused and lean corporate structure
Functional support will be aggregated at the regional level
Reduces a layer of management
Facilitates greater alignment with regional stakeholders
Overhead cost savings from implementation of the regional model are expected to outweigh the costs of establishing South32’s corporate centre1
President and Chief Operating Officer Africa (Johannesburg)
Mozal Aluminium
South Africa Energy Coal
South Africa Aluminium
South Africa Manganese
Support Functions (Johannesburg)
Chief Executive Officer and Executive Director (Perth)
Chief Financial Officer2 (Perth)
Chief Legal Officer & Company Secretary (Perth)
Chief People Officer (Perth)
Chief Commercial Officer3 (Perth)
Brazil Aluminium
President and Chief Operating Officer Australia (Perth)
Worsley Alumina
Illawarra Metallurgical Coal
Cerro Matoso
Australia Manganese
Cannington
Support Functions (Perth)
Corporate Region Operated Businesses Non-operated Businesses
1 The financial accounts included in the South32 Listing Documents do not include the costs that will be incurred when South32 establishes its corporate centre. This is expected to result in a US$60m per annum increase in costs, although the implementation of South32’s regional model is expected to deliver cost savings of a greater amount.
2 Shared services center (Johannesburg) reports to the CFO.
3 Marketing (Singapore) reports to the CCO.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 15

WELL POSITIONED TO PURSUE INVESTMENTS THAT MEET STRICT FINANCIAL CRITERIA SOUTH32
A strong Balance Sheet and investment grade credit rating are core to the strategy
– Opening net debt of ~US$0.7b1
– Closure and rehabilitation provisions of ~ US$1.5b1 also transfer to South32
Significant liquidity from day one
– US$1.5b revolving syndicated bank facility
Expected to have the financial strength and flexibility required to pursue investments that meet strict financial criteria
2 5 4 6 1 7 3
Options Under Analysis2 Definition (Feasibility) Project Execution
1 Cannington Silver, Lead, Zinc Mine life extension 4 South Africa Energy Coal Energy coal Klipspruit Extension Khutala Life Extension 5 Hotazel Manganese Ore Wessels central block
2 South Africa Energy Coal Energy Coal Leandra project Naudesbank project 6 GEMCO Manganese Ore Premium Concentrate Projects
3 MRN Bauxite Mine life extension 7 Illawarra Met. Coal Metallurgical coal Appin Area 9
1 Based on pro forma financial information. Net debt includes finance leases but does not include the fair value of South32’s non-current derivatives.
2 List does not comprise all options under analysis.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 16

A SIMPLE APPROACH TO CAPITAL MANAGEMENT SOUTH32
Well defined priorities for cash flow
– Maintain safe and reliable operations and an investment grade credit rating through the cycle
Maximise cash flow
Competition for excess capital
Distribute a minimum 40% of Underlying Earnings as ordinary dividends
Maintain safe and reliable operations and an investment grade credit rating through the cycle
Cash flow priorities
Note: South32 will distribute dividends with the maximum practicable franking credits for the purposes of the Australian dividend imputation system. The extent to which any dividend can be franked will depend on South32’s franking account balance and its level of distributable profits. South32’s franking account balance will depend on the amount of Australian income tax paid by South32 following the demerger. No assurance can be given in relation to the level of future dividends or the franking of such dividends (if any) as these will depend on future events and circumstances.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 17

A SIMPLE APPROACH TO CAPITAL MANAGEMENT SOUTH32
Well defined priorities for cash flow
– Maintain safe and reliable operations and an investment grade credit rating through the cycle
– Shareholder dividends
> Intention to distribute a minimum of 40% of Underlying Earnings as dividends following each six month reporting period1
Maximise cash flow
Competition for excess capital
Distribute a minimum 40% of Underlying Earnings as ordinary dividends
Maintain safe and reliable operations and an investment grade credit rating through the cycle
Cash flow priorities
Note: South32 will distribute dividends with the maximum practicable franking credits for the purposes of the Australian dividend imputation system. The extent to which any dividend can be franked will depend on South32’s franking account balance and its level of distributable profits. South32’s franking account balance will depend on the amount of Australian income tax paid by South32 following the demerger. No assurance can be given in relation to the level of future dividends or the franking of such dividends (if any) as these will depend on future events and circumstances.
1 Dividends will be declared in US dollars consistent with South32’s reporting currency.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 18

A SIMPLE APPROACH TO CAPITAL MANAGEMENT SOUTH32
Well defined priorities for cash flow
– Maintain safe and reliable operations and an investment grade credit rating through the cycle
– Shareholder dividends
– Excess capital to be allocated to the option that maximises total shareholder returns
> Special dividends
> Share buy backs
> High return investments that meet strict financial criteria
Maximise cash flow
Competition for excess capital
Distribute a minimum 40% of Underlying Earnings as ordinary dividends
Maintain safe and reliable operations and an investment grade credit rating through the cycle
Cash flow priorities
Note: South32 will distribute dividends with the maximum practicable franking credits for the purposes of the Australian dividend imputation system. The extent to which any dividend can be franked will depend on South32’s franking account balance and its level of distributable profits. South32’s franking account balance will depend on the amount of Australian income tax paid by South32 following the demerger. No assurance can be given in relation to the level of future dividends or the franking of such dividends (if any) as these will depend on future events and circumstances.
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 19

A NEW COMPANY FROM THE GROUND UP SOUTH32
An experienced board and management team with clearly defined strategic priorities
A cash generator with high quality metals and mining assets competitively positioned in their respective cost curves
A lean operating model designed to further reduce costs and increase productivity
A simple approach to capital management underpinned by a commitment to maximise total shareholder returns
Well positioned to pursue investments that meet strict financial criteria
OVERVIEW OF SOUTH32 MARCH 2015 SLIDE 20

SOUTH32
SECTION 2: DETAILED MANAGEMENT AND BOARD BIOGRAPHIES

DETAILED BOARD BIOGRAPHIES SOUTH32
Board member Biography
David Crawford AO
Mr Crawford will be the Chairman of South32.
Chairman and independent non-executive director
Mr Crawford has extensive experience in risk management and business reorganisation. He has acted as a consultant, scheme manager, receiver and manager and liquidator to very large and complex groups of companies. Mr Crawford was previously Australian National Chairman of KPMG, Chartered Accountants. Other directorships and offices (current and recent):
Chairman of Australia Pacific Airports Corporation Limited (since May 2012)
Chairman of Lend Lease Corporation Limited (since May 2003) and director (since July 2001)
Former director of BHP Billiton Limited (from May 1994 to November 2014) and BHP Billiton Plc (from June 2001 to November 2014)
Former Chairman (from November 2007 to December 2011) and former director (from August 2001 to December 2011) of Foster’s Group Limited
Keith Rumble
Independent non-executive director
Mr Rumble was previously Chief Executive Officer of SUN Mining, a wholly-owned entity of the SUN Group, a principal investor and private equity fund manager in Russia, India and other emerging and transforming markets. Mr Rumble has more than 30 years’ experience in the resources industry, specifically in titanium and platinum mining, and is a former Chief Executive Officer of Impala Platinum (Pty) Ltd and former Chief Executive Officer of Rio Tinto Iron and Titanium Inc in Canada. Mr Rumble began his career at Richards Bay Minerals in 1980 and held various management positions before becoming Chief Executive Officer in 1996. Mr Rumble will retire from the BHP Billiton Board at or around the time of the BHP Billiton Shareholder vote on the Demerger Resolution.
Other directorships and offices (current and recent):
Director (non-executive) of BHP Billiton Limited and BHP Billiton Plc (since September 2008)
Director of Enzyme Technologies (Pty) Limited (since September 2011)
Director of Elite Wealth (Pty) Limited (since August 2010)
Board of Governors of Rhodes University (since April 2005)
Trustee of the World Wildlife Fund, South Africa (since October 2006)
Former director of Aveng Group Limited (from September 2009 to December 2011)
DETAILED MANAGEMENT AND BOARD BIOGRAPHIES MARCH 2015 SLIDE 22

DETAILED BOARD BIOGRAPHIES SOUTH32
Board member Biography
Xolani Mkhwanazi Non-executive director
Dr Mkhwanazi joined BHP Billiton in February 2005 as President and Chief Operating Officer South Africa Aluminium. Dr Mkhwanazi was appointed Chairman of BHP Billiton in South Africa in 2009. Dr Mkhwanazi previously served as Chief Executive Officer of Bateman Africa Ltd and the National Electricity Regulator. Prior to that, he held senior positions at the Council for Scientific and Industrial Research. During this period, he played a key role in the formulation of South African National Science and Technology Policy. In his early career, Dr Mkhwanazi was a Senior Scientist at the Atomic Energy Corporation and Head of the Physics Department at the University of Swaziland.
DETAILED MANAGEMENT AND BOARD BIOGRAPHIES MARCH 2015 SLIDE 23

DETAILED MANAGEMENT TEAM BIOGRAPHIES SOUTH32
Senior executive Biography
Graham Kerr CEO and executive director
Mr Kerr joined BHP Billiton in 1994 and was appointed Chief Financial Officer in November 2011. Mr Kerr retired from the BHP Billiton Group Management Committee and as Chief Financial Officer of BHP Billiton on 1 October 2014. Prior to his appointment as Chief Financial Officer of BHP Billiton, Mr Kerr was President of Diamonds and Specialty Products. Mr Kerr has worked in a wide range of operational and commercial roles across the BHP Billiton Group. As President of Diamonds and Specialty Products, Mr Kerr was accountable for the EKATI Diamond Mine in Canada, the Richards Bay Minerals Joint Venture in South Africa, diamonds exploration in Angola, the Corridor Sands Project in Mozambique and the development of BHP Billiton’s potash portfolio in Canada. Prior to that Mr Kerr held the positions of Chief Financial Officer of Stainless Steel Materials, Vice President Finance BHP Billiton Diamonds and Finance Director for the BHP Canadian Diamonds Company. In 2004 Mr Kerr left BHP Billiton for a two-year period when he was General Manager Commercial for Iluka Resources Ltd.
Brendan Harris CFO
Mr Harris joined BHP Billiton as Vice President Investor Relations Australasia in July 2010 and was appointed Head of Investor Relations in July 2011. Prior to joining BHP Billiton he held various roles in investment banking over almost a decade including Executive Director Metals and Mining Research, Macquarie Equities, where he had primary responsibility for Australian listed metals and mining research. During Mr Harris’ early career as an exploration geologist he was involved in iron ore exploration in the Pilbara region of Western Australia with Robe River Iron Associates and gold and base metals exploration in the Gawler Craton in South Australia. Mr Harris also gained experience with Western Geophysical in Perth, Western Australia where he participated in the reprocessing of seismic data. Mr Harris holds a BSc in geology and geophysics.
Ricus Grimbeek President and COO, Australia
Mr Grimbeek joined BHP Billiton in February 1992 as a Mining Engineer in training. Mr Grimbeek’s career has spanned numerous technical and operating roles within and outside BHP Billiton including time as the Executive Vice President Mining for Lonmin Platinum. Mr Grimbeek was the Head of Group HSEC from April 2009 to October 2011 and President and Chief Operating Officer of the EKATI Diamond Mine in Canada from May 2007 to March 2009. In November 2011, he was appointed Asset President, Worsley. Mr Grimbeek holds a Mining Engineering degree from the University of Pretoria, an Advanced Certificate in Mine Ventilation from the Chamber of Mines.
DETAILED MANAGEMENT AND BOARD BIOGRAPHIES MARCH 2015 SLIDE 24

DETAILED MANAGEMENT TEAM BIOGRAPHIES SOUTH32
Senior executive Biography
Mike Fraser President and COO, Africa
Mr Fraser joined BHP Billiton in January 2000 as Head of Compensation and Benefits. Mr Fraser was appointed President, Human Resources and a member of the Group Management Committee in August 2013. Previously Mr Fraser led BHP Billiton’s Mozal operation in Mozambique as Asset President from September 2009 to October 2012. Prior to taking up this role Mr Fraser worked across a number of roles in BHP Billiton’s Coal, Manganese and Aluminium businesses in a number of geographies. Prior to joining BHP Billiton Mr Fraser held a variety of leadership roles in a large internationally diversified industrial business. Mr Fraser holds a Master of Business Leadership and a Bachelor of Commerce from the University of South Africa.
Nicole Duncan Chief Legal Officer and Company Secretary
Ms Duncan joined BHP Billiton in July 2000 as a Counsel in Group Legal and was appointed Vice President, Company Secretariat in September 2013. Prior to this role, Ms Duncan held various legal and commercial roles within BHP Billiton. Ms Duncan was Vice President, Supply, Group Information Management from October 2011 to August 2013. Previously, Ms Duncan held the role of Senior Manager, Group Legal, supporting the marketing function and prior to that played a key role in operations, major expansions and merger and acquisition projects. Prior to joining BHP Billiton, she was a lawyer at Ashurst (formerly Blake Dawson Waldron) in Melbourne. Ms Duncan graduated from the Australian National University with a degree in Law and an Honours degree in History.
DETAILED MANAGEMENT AND BOARD BIOGRAPHIES MARCH 2015 SLIDE 25

SOUTH32
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MARCH 2015 SLIDE 26

SOUTH32
SECTION 3: AUSTRALIAN BUSINESSES

WORSLEY ALUMINA (86% SHARE)
Integrated bauxite mine and alumina refinery with capacity of 4.6 Mtpa on a 100% basis
Low impurity bauxite1
– Reserve life of 17 years
– Resource life of 63 years
First quartile on refining industry cost curve2
Low energy input costs
– Gas supply contracts to 2018 and 2023
FY2014 operating cost of US$272/t alumina; down 25% from FY2012 of US$363/t
Further efficiencies anticipated as operation continues to bed down recently completed Efficiency & Growth Project
Potential for further increases to nameplate capacity at a low capital cost
Australia
Worsley Alumina
Port
Road
Rail
Conveyors
Town
South32 asset
Mandurah
Indian Ocean
Bunbury
Pinjarra
Dwellingup
Waroona
Harvey
Worsley
Alumina
Refinery
Collie
Boddington
Worsley Alumina
Bauxite Mine
0 10km
Key financials3
(US$m) margin (%)
200 900 25%
150 20%
100 15% 10%
50 5%
0 0
(50) (5%)
(100) (10%)
FY2012 FY2013 FY2014 H1 FY15
Underlying EBITDA Capital expenditure
EBITDA margin
1 Further details on reserve and resource life calculations are referenced in Section 6. 2 Sourced from Wood Mackenzie based on CY2013 production. 3 South32 share of key financials shown.
AUSTRALIAN BUSINESSES MARCH 2015 SLIDE 28

WORSLEY ALUMINA (86% SHARE)
Alumina sales volume, pricing and cost1
(kt) (US$/t)
4,000 400
3,500 350
3,000 300
2,500 250
2,000 200
1,500 150
1,000 100
500 50
0 0
FY2012 FY2013 FY2014 H1 FY15
Alumina sales Realised alumina sales price Alumina operating unit cost
FY2014 cost split2
3% 40% 51% 6%
Raw materials and consumables Energy (including fuel) Labour-related Other
Ownership/Operator 86%/South32
Location Bauxite mine: 123 km southeast of Perth near Boddington, Western Australia
Alumina refinery: 55 km northeast of Bunbury, Western Australia
Workforce Average 1,900 FTE employees and contractors
Logistics Bauxite ore supplied by conveying system
Refined alumina railed to Bunbury Port
Discovery/history Construction commenced in 1980, first alumina production in 1984
Reserves3 295 Mt @ 31% available alumina and 1.6% reactive silica
Reserve life: 17 years
Resources3 1,140 Mt @ 31.4% available alumina and 2.2% reactive silica
Resource life: 63 years
Mining Shallow multi-pit open-cut operation for bauxite (FY2014 production of 18 Mt on 100% basis)
Processing Bayer refining process
Key energy sources include coal fired boilers, on-site gas and multifuel co-generation
Key contracts 32 year lease (commenced 2014) for two multifuel co-generation units
Two gas supply agreements (due to expire in 2018 and 2023)
Coal supply agreements with Griffin Coal and Premier Coal
Products Alumina
H1 FY2015 operating cost US$260/t produced
1 Operating unit cost per tonne produced, South32 share of sales volumes. 2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things. 3 Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
AUSTRALIAN BUSINESSES MARCH 2015 SLIDE 29

ILLAWARRA METALLURGICAL COAL (100% SHARE)
Three longwall mines and two processing facilities with annual ROM capacity of 12 Mtpa and product capacity of 9 Mtpa
Reserve lives of 25 years (Appin), 9 years (Dendrobium) and 2 years (West Cliff)1
A premium low volatile hard coking coal (~80% of product mix)
Second quartile on metallurgical coal industry margin curve 2
Long term coal supply contract with BlueScope Steel (expiring 2032)
Export product road hauled to Port Kembla Coal Terminal (where Illawarra Metallurgical Coal has 1/6 capacity allocation)
FY2014 operating cost of US$99/t; down 11% from FY2012 of US$111/t
Appin Area 9 project on schedule for commissioning in 2016
– Maintains production rates and improves coking yield
Australia
Illawarra
Metallurgical Coal
Port
Road
Town
South32 asset
Tahmoor
Pheasants Nest
Wilton
Appin
West Cliff
Pacific Ocean
Mt. Kembia Wollongong
Dendrobium Port Kembla
0 5km
Key financials
(US$m) margin (%)
900 50%
750 40%
600
450 30%
300 20%
150 10%
0 0
FY2012 FY2013 FY2014 H1 FY15
Underlying EBITDA Capital expenditure
EBITDA margin
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from Wood Mackenzie based on CY2013 production.
AUSTRALIAN BUSINESSES MARCH 2015 SLIDE 30

ILLAWARRA METALLURGICAL COAL (100% SHARE)
Energy and metallurgical coal sales volume, price and cost1
(kt) (US$/t)
9,000 300
7,500 250
6,000 200
4,500 150
3,000 100
1,500 50
0 0
FY2012 FY2013 FY2014 H1 FY15
Energy coal sales Metallurgical coal sales
Realised metallurgical coal sales price Operating unit cost
FY2014 cost split2
23% 22%
6%
49%
Raw materials and consumables Energy (including fuel) Labour-related Other
Ownership/operator 100%/South32
Location Three mines (Appin, West Cliff and Dendrobium) located 75 km to 90 km southwest of Sydney in the Illawarra region of NSW
Workforce Average 2,500 FTE employees and contractors
Logistics Road haulage to Port Kembla Coal Terminal (8km to 38 km in distance from mining operations) for export coal
Conveyor / truck to BlueScope Steel’s blending yard
Discovery/history Operated in the region for 80 years. Appin has been producing since 1962
Reserves3 208 Mt (Proved and Probable), 166 Mt (Marketable) Reserve lives: 25, 2, 9 years (Appin, West Cliff, Dendrobium)
Resources3 1,306 Mt Resource lives: 41, 15, 43 years (Appin, West Cliff, Dendrobium)
Mining Underground longwall operations with ROM capacity of:
– Appin: 4 Mtpa
– West Cliff: 3 Mtpa
– Dendrobium: 5 Mtpa
Processing Two coal processing plants, West Cliff (7.5 Mtpa nominal capacity) and Dendrobium (5 Mtpa nominal capacity)
Electricity from NSW electricity grid
Water sourced from Sydney Water
Key contracts Long term coal supply agreement with Bluescope Steel at Port Kembla (expires 2032)
Products Metallurgical coal (80%), thermal coal (20%)
H1 FY2015 operating cost US$64/t produced
1 Operating unit cost per tonne produced. 2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things. 3 Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
AUSTRALIAN BUSINESSES MARCH 2015 SLIDE 31

AUSTRALIA MANGANESE (60% SHARE)
Manganese ore mine with capacity of 4.8 Mtpa and manganese alloy plant with a capacity of 150 Ktpa high carbon ferromanganese and 120 Ktpa silicomanganese (on a 100% basis)
High grade reserves (~45% Mn) with reserve life of 11 years1
First quartile on manganese ore industry cost curve2
Lowest landed cost supplier into key Asian markets
FY2014 operating cost of US$130/t ore; down 7% from FY2012 of US$140/t ore
Premium Concentrate Project expected to increase output by 0.5 Mtpa from FY17 on a 100% basis (capex US$139m)
Life extension potential in the eastern leases
GEMCO
Australia
TEMCO
Fort
Road
Town
South32 asset
Binkerton Island Connexion Island Winchelsea Island
Gulf of Carpentaria Miner Bay port Alyangula Umbakumba
GEMCO Mines Angurugu GEMCO Mine Groote Eylandt
0 5km
Key financials3
(US$m) margin (%)
500 50%
400 40%
300 30%
200 20%
100 10%
0 0
FY2012 FY2013 FY2014 H1 FY15
Underlying EBITDA - ore Underlying EBITDA - alloy
Capital expenditure EBITDA margin
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from CRU based on CY2013 production. 3 100% terms shown for key financials.
AUSTRALIAN BUSINESSES MARCH 2015 SLIDE 32

AUSTRALIA MANGANESE (60% SHARE)
Manganese ore sales volume, price and cost1
(kt) (US$/t)
6,000 250
5,000 200
4,000 150
3,000 100
2,000
1,000 50
0 0
FY2012 FY2013 FY2014 H1 FY15
Manganese ore sales Realised manganese ore sales price
Manganese ore operating unit cost
FY2014 cost split2
20%
30%
13%
37%
Raw materials and consumables Energy (including fuel) Labour-related Other
GEMCO
Ownership/operator 60%/South32
Location Groote Eylandt, 16 km from Alyangula, Northern Territory, Australia
Workforce Average 900 FTE employees and contractors
Logistics 16 km road train to port facilities at Milner Bay for export
Discovery/history Mining commenced in 1964. Beneficiation plant commissioned in 1972
Reserves3 94 Mt @ 44.6% (58% yield)
Reserve life: 11 years
Resources3 175 Mt @ 44.8% (48% yield)
Resource life: 15 years
Mining Open-cut strip mining operation
Processing Crushing, screening, washing and dense media separation
Produces lump and fines products (4.8 Mtpa ROM capacity)
Products Mn ore produced (90% exported with 10% shipped to TEMCO)
H1 FY2015 operating cost US$103/t
TEMCO
Ownership/operator 60%/South32
Location 4 km from George Town, Tasmania, Australia
Workforce Average 300 FTE employees and contractors
Logistics Priority use of berth at Bell Bay wharf under long term lease
Discovery/history Operations established in 1962
Processing HCFeMn (150 Ktpa capacity), SiMn (120 Ktpa capacity)
Key contracts Power sourced under long term agreement (expiring 2024)
Products Manganese alloy (c. 90% exported, remainder supplied to steel customers in Australia and New Zealand)
H1 FY2015 operating cost US$906/t
1 Operating unit cost per tonne produced, 100% terms shown for sales volumes, FY2012-FY2014 average manganese alloy sales volume of 244 Ktpa. 2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things.3 On a 100% basis. Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
AUSTRALIAN BUSINESSES MARCH 2015 SLIDE 33

CANNINGTON (100% SHARE)
Integrated underground mining and metallurgical processing facility with a nominal processing capacity of over 3.2 Mtpa
Reserve life of 9 years1
First quartile on silver industry cost curve2
Sliver and lead head grades projected to decline over remaining life of mine – Ag grade of 289ppm in FY2014
FY2014 operating cost of US$193/t ore processed; down 8% from FY2012 of US$209/t
Targeting increased mine and mill throughput; expected to partially mitigate declining feed grade
Active studies assessing potential to significantly extend mine life
Cannington
Australia
Port
Rail
Road
Town
South32 asset
Shire of McKinlay Charters Towers Townsville Cora
Mt Isa Yurbi Rail Loading Facility
Shire of Cloncurry
Cannington Mine
En
0 1
Key financials
(US$m)
margin (%)
1,000 60%
800 50%
40% 600
30% 400
20% 200
10% 0 0
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA
Capital expenditure
EBITDA margin
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from AME
Group based on CY2013 production on a co-product basis.
AUSTRALIAN BUSINESSES
MARCH 2015
SLIDE 34

CANNINGTON (100% SHARE)
Lead, zinc and silver sales volume, price and cost1
Lead/Zinc:(kt) (US$/t)
Silver: (moz)
250 250
200 200
150 150
100 100
50 50
0 0
FY2012
FY2013
FY2014
H1 FY15
Lead sales
Zinc sales
Silver sales
Operating unit cost (ore)
FY2014 cost split2
13% 18% 7% 62%
Raw materials and consumables
Energy (including fuel)
Labour-related
Other
Ownership/operator
100%/South32
Location
200 km south-east of Mt Isa, Queensland
Workforce
Average 1,150 FTE employees and contractors
Logistics
Concentrate trucked to Cloncurry and then railed
800 km to the port of Townsville
Discovery/history
BHP Billiton discovery in 1990, first production in
1997
Reserves3
20 Mt @ 237g/t Ag, 6.29% Pb, 3.95% Zn
Reserve life: 9 years
Resources3
76 Mt @ 170g/t Ag, 5.07% Pb, 3.15% Zn
Resource life: 22 years
Mining
3.4 Mtpa underground
Conventional long hole stoping with paste backfill
Processing
3.2 Mtpa floatation plant
Typical recoveries ~87% Ag (Pb concentrate),
~90% Pb, ~72% Zn
Key contracts
Gas supply arrangements expire December 2015,
new contracts will need to be negotiated
Products
Dual lead and zinc concentrates, both containing
silver
Payabilities
Lead concentrate (95% Ag, 95% Pb), Zinc
concentrate (70% Ag conditional on Ag content
exceeding 93g/t, 85% Zn)
H1 FY2015 operating
US$182/t ore processed cost
1 Operating unit cost per tonne processed.
2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things.
3 Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
AUSTRALIAN BUSINESSES
MARCH 2015
SLIDE 35

SOUTH32
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MARCH 2015 SLIDE 36

SOUTH32
SECTION 4: SOUTHERN AFRICAN BUSINESSES

SOUTH AFRICA ALUMINIUM (100% SHARE)
The largest smelter in the southern hemisphere with capacity of 723 Ktpa aluminium
Hillside extends across first and second quartile on the aluminium industry cost curve1
Alumina feed sourced from Worsley Alumina
Long term power contracts with Eskom
– Frequency of load shedding has increased
FY2014 operating cost of US$1,771/t aluminium; down 23% from FY2012 of US$2,303/t
Bayside smelter closed in FY2014 and Bayside casthouse to be sold
Hillside
South Africa
Port
Road
Town
South32 asset
Empangeni
Aquadene Brackenham
Veld En Vlei Birdswood
Wild En Weide
Alton Richards Bay Central Hillside Arboretum
Richards Bay
Bayside Richards Bay port
Indian Ocean 0 2km
Key financials2
(US$m)
margin (%)
250 25%
200 20%
150 15%
100 10%
50 5%
0 0
(50) (5%)
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA
Capital expenditure
EBITDA margin
1 Sourced from Wood Mackenzie based on CY2013 production. 2 Includes financials from Bayside smelter until FY2014.
SOUTHERN AFRICAN
BUSINESSES
MARCH 2015
SLIDE 38

SOUTH AFRICA ALUMINIUM (100% SHARE)
(kt)
(US$/t)
800 2,500
700 2,000
600 500
1,500 400
300 1,000
200 500
100
0 0
FY2012
FY2013
FY2014
H1 FY15
Aluminium sales volume, price and cost1
Aluminium sales Realised aluminium sales price Operating unit cost
FY2014 cost split2
8%
14%
56%
22%
Hillside
Ownership/operator
100%/South32
Location
200 km north of Durban in Richards Bay, South Africa
Workforce
2,597 FTE employees and contractors (post Bayside closure)
Logistics
Exported through Richards Bay
Remaining product sold domestically (transported by road)
Discovery/history
Hillside smelter commissioned between 1995 and 1996
Processing
Processes c. 1,400 Ktpa alumina imported from
Worsley Alumina
Electrolytic reduction of alumina and casting into aluminium ingots
Solid aluminium production capacity of 723 Ktpa
Key contracts
Long term contract for power from Eskom
Three long term port facility agreements (expire 2019)
Products
Aluminium ingot and liquid aluminium (trucked to Bayside casthouse)
H1 FY2015 operating cost
US$1,747/t produced
Raw materials and consumables Energy (including fuel) Labour-related Other
1 Operating unit cost per tonne produced. Includes sales volume from Bayside smelter until
FY2014 (Bayside sales volume contribution of 97 Kt, 105 Kt, 96 Kt for each of FY2012, FY2013
and FY2014 respectively). 2 FY2014 cost split represents operating cash cost split. Other
includes freight, consumables and maintenance, among other things.
SOUTHERN AFRICAN
BUSINESSES
MARCH 2015
SLIDE 39

MOZAL ALUMINIUM (47.1% SHARE)
Aluminium smelter with capacity of 566 Ktpa (100% basis) and dedicated port facilities in Mozambique
Alumina feed sourced from Worsley Alumina
Hydroelectric power generated by Hidroeléctric Cahora situated on the Zambezi River
FY2014 operating cost of US$1,962/t aluminium; down 10% from FY2012 of US$2,189/t
Mozambique
Mozal Aluminium
Port
Road
South32 asset
Mozal Aluminium
Machava
Maputo International Airport
Matola Matola port Maputo city
Catembe Maputo
0 2kn
Key financials1
(US$m)
margin (%)
90 30%
75 25%
60 20%
45 15%
30 10%
15 5%
0 0
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA
Capital expenditure
EBITDA margin
1 South32 share of key financials shown.
SOUTHERN AFRICAN
BUSINESSES
MARCH 2015
SLIDE 40

MOZAL ALUMINIUM (47.1% SHARE)
Aluminium sales volume, price and cost1
(kt)
(US$/t)
300 2,500
250 2,000
200 1,500
150 1,000
100 50
500
0 0
FY2012
FY2013
FY2014
H1 FY15
Aluminium sales Realised aluminium sales price Operating unit cost
FY2014 cost split2
3% 13%
55% 29%
Ownership/operator
47.1%/South32
Location
17 km from Maputo, Mozambique
Workforce
Average 1,950 FTE employees and contractors
Logistics
Aluminium is exported via the Matola Port, 15 km from the smelter
Discovery/history
Production commenced in 2000
Capacity expanded to 566 Ktpa in 2003 (100% basis)
Processing
Processes alumina feed from Worsley Alumina
Electrolytic reduction of alumina to produce liquid
aluminium which is then tapped and cast
Key contracts
Power sourced from Motraco (JV between Eskom
and Mozambique and Swaziland electrical utilities)
Long term domestic aluminium metal supply agreement
Products
Aluminium ingots with a purity grade of, or greater than, 99.7%
H1 FY2015 operating cost
US$1,867/t produced
Raw materials and consumables Energy (including fuel) Labour-related Other
1 Operating unit cost per tonne produced. South32 share of sales volumes. 2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things.
SOUTHERN AFRICAN
BUSINESSES
MARCH 2015
SLIDE 41

SOUTH AFRICA ENERGY COAL (90% SHARE)
Four mines producing a mix of export (~45%) and domestic coal (~55%) – FY2014 product output of 30.4 Mt (100% basis)
Reserve lives between 6 and 23 years1
Second quartile on energy coal industry cost curve2
Richards Bay port capacity entitlement of 17 Mtpa
FY2014 operating cost of US$35/t product; down 20% from FY2012 of US$44/t
Rail haulage agreements in place with Transnet to 2024
Assessing major life of mine extension projects at Klipspruit (export) and Khutala (domestic) with other brownfield development options under review
Accredited as a Level 4 BEE contributor4
South Africa
Energy Coal
Richards Bay
South Africa
Port
Power Station
Road
Rail
Town
South32 asset
Bronkhorspruit Middelburg
Ferrobank Witbank Emalahleni Middelburg Colliery
Klipspruit Duvha Wolvekrans Colliery Power Station
Ogies
Delmas Kendal Power Station Khutala Hendrina
Leslie Evander Secunda Bethal 0 10km
Key financials3
(US$m)
margin (%)
450 25%
360 20%
270 15%
180 10%
90 5%
0 0
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA
Capital expenditure
EBITDA margin
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from Wood Mackenzie based on CY2013 production. 3 100% terms shown for key financials. 4A Level 4 BEE Contributor means the entity scores 65 to 74.99 scorecard points in terms of the South African BEE Codes of Good Practice and confers a BEE procurement spend recognition of 100%.
SOUTHERN AFRICAN
BUSINESSES
MARCH 2015
SLIDE 42

SOUTH AFRICA ENERGY COAL (90% SHARE)
Energy coal sales volume, price and cost1
(Mt)
(US$/t)
35 120
30 100
25 80
20 60
15
10 40
5 20
0 0
FY2012
FY2013
FY2014
H1 FY15
Domestic sales
Export sales
Realised domestic sales price
Realised export sales price
Operating unit cost
FY2014 cost split2
4% 37%
51% 8%
Raw materials and consumables Energy (including fuel) Labour-related Other
1 Operating unit cost per tonne produced. 100% terms shown for sales volumes.
2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things. 3 Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
SOUTHERN AFRICAN
BUSINESSES
MARCH 2015
SLIDE 43
Ownership/operator
90%/South32
Location
All four mines (Wolvekrans, Middelburg, Khutala, Klipspruit) located in Witbank coalfield (Mpumalanga province). 100 km to 170 km east of Johannesburg
Workforce
Average 10,000 FTE employees and contractors
Logistics
Wolvekrans Middelburg: Export coal railed 558 km to
RBCT. Domestic production conveyed to Eskom’s Duvha power station
Klipspruit: coal railed 611 km to RBCT
Khutala: conveyor system feeding Kendal (sold to Eskom on a cost-plus basis)
Discovery/history
Wolvekrans Middelburg: commenced in 1982, Khutala:
commenced in 1984, Klipspruit: commenced in 2003
Reserves3
583 Mt (proved and probable), 435 Mt (Marketable)
Reserve lives: 6, 6, 21, 23 years (Khutala, Klipspruit,
Wolvekrans, Middelburg)
Resources3
5,170 Mt
Resource lives: 103, 12, 42, 34 years (Khutala, Klipspruit,
Wolvekrans, Middelburg)
Mining
Wolvekrans Middelburg: open cut (FY2014 production of
13.4 Mt product on a 100% basis)
Khutala: underground bord & pillar with small open cut area
(FY2014 production of 9.7 Mt product on a 100% basis)
Klipspruit: single dragline, multi seam open-cut mine with
truck and shovel mini pit (FY2014 production of 7.3 Mt
product on a 100% basis)
Processing
Wolvekrans Middelburg complex: tips and crushing plants, two export wash plants, one middlings wash plant and a de-stoning plant (combined nominal capacity more than 17 Mtpa)
Khutala: two crushers (12 Mtpa capacity)
Klipspruit: processed at the Phola Coal Processing Plant
Key contracts
Two long term coal supply agreements with Eskom (expire 2033 and 2034)
Transnet rail agreement (expires 2024)
Products
Export thermal and domestic thermal coal
H1 FY2015
US$36/t produced operating cost

SOUTH AFRICA MANGANESE (HOTAZEL 44.4%, METALLOYS 60%)
Hotazel mines and Metalloys smelter
– ROM capacity of 3.5 Mtpa at Mamatwan open-pit and 1.2 Mtpa at Wessels underground (100% basis)
Reserve lives of 46 years (Wessels) and 18 years (Mamatwan)1
High quality ore suitable for high manganese content alloy production
Third quartile on manganese ore industry cost curve2
Contract for Transnet rail capacity for the next five years being finalised
FY2014 ore operating cost of US$82/t; down 41% from FY2012 of US$139/t
Project to increase Wessels underground crushing capacity to 1.5 Mtpa (on a 100% basis) in execution phase
Transnet expansion at Coega Port could deliver potential for higher ore sales volumes from FY19
Hotazel accredited as a Level 3 BEE contributor3
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from CRU based on CY2013 production. 3 A Level 3 BEE Contributor means the entity scores 75 to 84.99 scorecard points in terms of the South African BEE Codes of Good Practice and confers a BEE procurement spend recognition of 110%. 4 100% terms shown for key financials; underlying EBITDA for Metalloys of $7m, $(3)m, $(47)m, $(6)m in FY2012, FY2013, FY2014 and H1 FY2015 respectively
South Africa
Port
Road
Rail
Road/Rail
Town
South32 asset
Nambia
Botzwana
Mozambique
Hotazel Mines
Pretoria
Johannesburg
Metalloys
Swaziland
Bloemfontein
Lesotho
Richards Bays
Durban
South Africa
Saldanha
Cape Town
Port Elizabeth
Indian Ocean
0
200km
Key financials4
(US$m)
margin (%)
20% 200
150 15%
100 10%
50 5%
0 0
(50) (5%)
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA - ore
Underlying EBITDA - alloy
Capital expenditure
EBITDA margin
SOUTHERN AFRICAN BUSINESSES
MARCH 2015
SLIDE 44

SOUTH AFRICA MANGANESE (HOTAZEL 44.4%, METALLOYS 60%)
Manganese ore sales volume, price and cost1
(kt)
(US$/t)
3,500 160
3,000 140
2,500 120
100 2,000
80 1,500
60 1,000
40 500
20 0 0
FY2012
FY2013
FY2014
H1 FY15
Manganese ore sales
Realised manganese ore sales price
Manganese ore operating unit cost
FY2014 cost split2
10%
31%
17%
42%
Raw materials and consumables
Energy (including fuel)
Labour-related
Other
1 Operating unit cost per tonne produced. 100% terms shown for sales volumes. FY2012-FY2014 average manganese alloy sales volume of 385 Ktpa. 2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things. 3 On a 100% basis. Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
Hotazel
Ownership/operator
44.4%/South32
Location
600 km from Johannesburg in the Northern Cape, South Africa
Workforce
Average 2,100 FTE employees and contractors
Logistics
Ore distributed to domestic customers by rail and road
Exports railed via Transnet or transported by road to three ports 900 - 1,200 km away (Port Elizabeth, Durban’s port and Saldanha Multi-Purpose Terminal)
Discovery/history
Mamatwan commenced production in 1964 and Wessels in 1973
Reserves3
Mamatwan: 64 Mt @ 37.3%; Wessels: 69 Mt @ 42.2%
Reserve life: 18, 46 years (Mamatwan, Wessels)
Resources3
Mamatwan: 110 Mt @ 35.1%; Wessels: 140 Mt @ 42.4%
Resource life: 24, 92 years (Mamatwan, Wessels)
Mining
Mamatwan: open-cut (3.5 Mtpa ROM capacity on a 100% basis). Wessels: underground bord & pillar (1.2 Mtpa ROM capacity on a 100% basis)
Processing
Mamatwan: crushing, screening, dense media separation and sintering. Wessels: crushing, washing and screening
Key contracts
Rail contract for 1.45 Mtpa for 5 years expected to be concluded in H2 FY2015
Products
~75% of manganese ore is exported, remainder converted to ferromanganese alloy at Metalloys
H1 FY2015 operating cost
US$79/t
Metalloys
Ownership/operator
60%/South32
Location
50 km south of Johannesburg, South Africa
Workforce
Average 1,550 FTE employees and contractors
Logistics
Road and rail to Richards Bay Port and Durban Port
Discovery/history
Smelter was established in 1951
Processing
Four electric arc furnaces
Products
Ferromanganese alloy
H1 FY2015 operating cost
US$901/t
SOUTHERN AFRICAN BUSINESSES
MARCH 2015
SLIDE 45

SOUTH32
This page has been left intentionally blank
MARCH 2015
SLIDE 46

SOUTH32
SECTION 5: SOUTH AMERICAN BUSINESSES

BRAZIL ALUMINIUM (MRN 14.8%, REFINERY 36%, SMELTER 40%)
Non-operated joint venture interest in 18 Mtpa (100% basis) bauxite mine, 3.5 Mtpa (100% basis) capacity alumina refinery and aluminium smelter
Reserve life of 6 years1
Refinery second quartile on industry cost curve2
Refinery sources high grade bauxite feed from MRN under long term offtake
Long term power contracts expiring in 2024
– Excess power recently sold into the market
FY2014 operating cost of US$239/t alumina; down 7% from FY2012 of US$258/t
Refinery debottlenecking options under study
Assessing 20+ year MRN mine life extension
Smelter Potlines II and III are currently suspended due to market conditions and Potline I is subject to ongoing review
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from Wood Mackenzie based on CY2013 production. 3 South32 share of key financials shown.
MRN Mine
Alumar
Brazil
Port
Road
Town
South32 asset
Central do Maranhão
Olinda Nova do Maranhão
São Luís
Alumar
Pres. Juscelino
Atlantic Ocean
0
10km
Key financials3
(US$m)
margin (%)
50% 160
40% 120
30% 80
20% 40
10%
0 0
(40)
(80)
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA - alumina
Underlying EBITDA - aluminium
Capital expenditure
Alumina EBITDA margin
SOUTH AMERICAN BUSINESSES
MARCH 2015
SLIDE 48

BRAZIL ALUMINIUM (MRN 14.8%, REFINERY 36%, SMELTER 40%)
Alumina sales volume, price and cost1
(kt)
(US$/t)
1,400
350
1,200
300
1,000
250
800
200
600
150
400
100
200
50
0
0
FY2012
FY2013
FY2014
H1 FY15
Alumina sales
Realised alumina sales price
Alumina operating unit cost
FY2014 cost split2
3% 16% 28% 53%
Raw materials and consumables
Energy (including fuel)
Labour-related
Other
1 Operating unit cost per tonne of alumina produced. South32 share of sales volumes shown.
FY2012-FY2014 average aluminium sales volume of 143 Ktpa. 2. FY2014 cost split represents operating cash cost split for Brazil Aluminium. Other includes freight, secondary taxes and royalties, among other things. 3 Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
MRN Mine
Ownership/operator
14.8% / Independent JV company
Location
40 km from Porto Trombetas (880 km from Belém, Brazil)
Workforce
Average 3,400 FTE employees and contractors
Logistics
Bauxite transported 28 km by rail to Porto Trombetas
Discovery/history
Mine operations commenced in 1979
Expansions increased capacity to 18 Mtpa (100% basis)
Reserves3
527 million of dmt (washed) @ 50.2% alumina and 4.2% reactive silica
Reserve life: 6 years
Resources3
98 million dmt (washed) @ 49.4% alumina and 4.6% reactive silica
Resource life: 29 years
Mining & processing
Open-cut strip mining operation
Ore is crushed and beneficiated on site
Key contracts
Long term contracts selling bauxite to shareholders
Products
Bauxite
Alumar Refinery
Ownership/operator
Refinery (36%) / Alcoa
Location
São Luís, Maranhão, Brazil
Logistics
Port facilities include two terminals at São Marcos Bay
Discovery/history
Operations commenced in 1984
Processing
Bauxite ore refined using the Bayer Process
Key contracts
6 long term bauxite offtake agreements with MRN
Long term electricity contract (expires 2024)
Products
Alumina
H1 FY2015 operating cost
US$203/t produced
SOUTH AMERICAN BUSINESSES
MARCH 2015
SLIDE 49

CERRO MATOSO (99.94% SHARE)
Lateritic open pit mine and ferronickel smelter
FY2014 production of 44 Kt of nickel (South32 share)
Reserve life of 15 years1
Second quartile on nickel industry cost curve2
Ni head grade profile expected to decline over remaining life of mine
Feed to the crusher had a head grade of ~1.7% Ni in FY2014
FY2014 operating cost of US$204/t ore processed; up 13% from FY2012 of US$181/t
Potential for Esmeralda pit to lift Ni head grade during the period FY2018-2022
1 Further details on reserve life calculations are referenced in Section 6. 2 Sourced from Wood Mackenzie based on CY2013 production. 3 South32 share of key financials shown.
Cerro Matoso
Colombia
Port
Road
Town
South32 asset
Caribbean Sea
Santa Marta
Cienaga
Barranquilla
Sabanalarga
Cartagena
Fundacion
Valledupar
Plato
Sincelejo
Lorica
Magangue
Sampues
Monteria
Turbo
Caucasia
Aguachica
Ocana
Cerro Matoso
0
100km
Key financials3
(US$m)
margin (%)
450
50%
360
40%
270
30%
180
20%
90 10%
0 0
FY2012
FY2013
FY2014
H1 FY15
Underlying EBITDA
Capital expenditure
EBITDA margin
SOUTH AMERICAN BUSINESSES MARCH 2015
SLIDE 50

CERRO MATOSO (99.94% SHARE) Nickel sales volume, price and cost1
(kt) (US$/t)
60 20,000
50 15,000
40 30 10,000
20 5,000 10 0 0
FY2012 FY2013 FY2014 H1 FY15
Nickel sales Realised nickel sales price Operating unit cost
FY2014 cost split2
9% 35% 33% 23%
Raw materials and consumables Energy (including fuel) Labour-related Other
1 Operating unit cost per tonne processed. South32 share of sales volumes shown. 2 FY2014 cost split represents operating cash cost split. Other includes freight, secondary taxes and royalties, among other things. 3 Further details on reserves and resources confidence classification and reserve and resource life calculations are referenced in Section 6.
Ownership/operator 99.94%/South32
Location 25 km southwest of Montelibano, Córdoba, Colombia
Workforce Average 2,450 FTE employees and contractors
Logistics Ferronickel transported approximately 260 km by road to Port of Cartagena
Discovery/history Mining commenced in 1980, the ferronickel smelter was commissioned in 1982 and was expanded in 2001
Reserves3 24 Mt @ 1.1% (laterite ores); 24 Mt @ 1.3% (stockpile material) Reserve life: 15 years
Resources3 289 Mt @ 0.9% (laterite ores); 51 Mt @ 1.1% (stockpile material); 17 Mt @ 0.2% (slag stockpile) Resource life: 37 years
Mining Truck and shovel open-cut operation
Processing Mined and stockpiled ore blended, crushed and partially dried Ore upgraded, fully dried, blended and calcined Impurities removed by refining and then granulated and packed
Key contracts Electricity supplied by contracts until 2018 Gas supply contracted until 2021
Products Nickel
H1 FY2015 operating cost US$170/t processed
SOUTH AMERICAN BUSINESSES MARCH 2015
SLIDE 51

SOUTH32
SECTION 6: RESERVES AND RESOURCES

ALUMINIUM RESERVES AND RESOURCES
SOUTH32
Aluminium Mineral Resources
As at 30 June 2014 (reported in 100 per cent terms) Measured Resources Indicated Resources Inferred Resources Total Resources
Commodity Deposit1 Ore Type Mt % A.Al2O3 % R.SiO2 Mt % A.Al2O3 % R.SiO2 Mt % A.Al2O3 % R.SiO2 Mt % A.Al2O3 % R.SiO2 South32’s Interest %
Bauxite Australia
Worsley Alumina Laterite 366 31.1 1.5 355 32.0 2.3 418 31.2 2.6 1,140 31.4 2.2 86
Brazil
MRN Mine2 MRN Crude 172 – – 43 – – 525 – – 740 – – 14.8
MRN Washed 128 50.0 4.0 32 50.5 4.2 367 50.2 4.2 527 50.2 4.2
Aluminium Ore Reserves
As at 30 June 2014 (reported in 100 per cent terms) Proved Ore Reserves Probable Ore Reserves Total Ore Reserves
Commodity Deposit1,3,4,5 Ore Type Mt % A.Al2O3 % R.SiO2 Mt % A.Al2O3 % R.SiO2 Mt % A.Al2O3 % R.SiO2 Reserve Life (years) South32’s Interest %
Bauxite Australia
Worsley Alumina Laterite 274 31.0 1.6 22 30.2 1.7 295 31.0 1.6 17 86
Brazil
MRN Mine6,7 MRN Washed 79 49.3 4.6 19 49.8 4.8 98 49.4 4.6 6.1 14.8
1 Cut-off grades for Mineral Resources and Ore Reserves – Worsley Alumina: variable ranging from 24–29.5 per cent A.Al2O3, £ 3 per cent R.SiO2 and ³ 1m thickness; MRN Washed ³ 50 per cent TAl2O3, £ 10 per cent TSiO2, ³ 1m thickness and ³ 30 per cent recovery on a weight per cent basis.
2 MRN Mine – MRN Washed tonnes and grade represent expected product based on forecast beneficiated yield.
3 Ore delivered to process plant.
4 Approximate drill hole spacings used to classify the reserves were:
Deposit Proved Ore Reserves Probable Ore Reserves
Worsley Alumina MRN Mine Maximum 80m Maximum 160m
A bauxite intersection grid of 200m, plus at least 10 samples reached by search ellipsoid. Mining and metallurgical characterisation (test pit/bulk sample), plus a reliable suite of chemical and size distribution data.
Those areas with a bauxite intersection grid spacing of less than 400m and/or a 400m spaced grid with a 200m offset fill in, plus a minimum of seven samples reached by search ellipsoid, plus a reliable suite of chemical and size distribution data.
5 Metallurgical recoveries for the operations were:
Deposit Estimated Metallurgical Recovery of A.Al2 O3
Worsley Alumina (Worsley Alumina Refinery) 91%
MRN Mine (Alumar Refinery) 92%
6 MRN Mine – MRN Washed tonnes and grade represent expected product based on forecast beneficiated yield.
7 MRN Mine – The MRN reserves are located on mining leases that provide MRN the right to mine. Current mining areas have environmental approval to operate. The increase in Ore Reserves was due to the approval of mining permits for additional plateaus. As further operational licences are obtained, Mineral Resources will be converted to Ore Reserves.
RESERVES AND RESOURCES MARCH 2015
SLIDE 53

COAL RESERVES AND RESOURCES SOUTH32 Coal Resources
As at 30 June 2014 (reported in 100 per cent terms) Measured Coal Resources Indicated Coal Resources Inferred Coal Resources Total Coal Resources
Commodity Deposit1,2 Mining Method Coal Type Mt % Ash % VM % S Mt % Ash % VM % S Mt % Ash % VM % S Mt % Ash % VM % S South32’s Interest%
Illawarra Metallurgical Coal
Appin UG Met/Th 157 11.2 23.8 0.37 256 12.6 24.2 0.36 289 13.5 23.8 0.36 702 12.7 24.0 0.36 100
West Cliff UG Met/Th 21 12.3 21.3 0.36 21 11.9 20.7 0.34 68 13.9 19.9 0.33 110 13.3 20.3 0.34 100
Dendrobium UG Met/Th 86 29.8 23.7 0.59 91 29.8 23.1 0.58 118 29.4 22.8 0.58 295 29.6 23.2 0.58 100
Cordeaux UG Met/Th 5.2 28.7 21.1 0.58 109 29.1 21.5 0.56 85 29.0 22.1 0.57 199 29.0 21.8 0.57 100
Coal Reserves
As at 30 June 2014 (reported in 100 per cent terms) Proved Coal Reserves Probable Coal Reserves Total Coal Reserves Proved Marketable Coal Reserves Probable Marketable Coal Reserves Total Marketable Coal Reserves Reserve Life (years) South32’s Interest %
Commodity Deposit3,4,5,6,7 Mining Method Coal Type Mt Mt Mt Mt % Ash % VM % S Mt % Ash % VM % S Mt % Ash % VM % S
Illawarra Metallurgical Coal
Appin UG Met/Th 24 133 157 20 8.9 23.5 0.37 112 8.9 24.9 0.36 132 8.9 24.7 0.36 25 100
West Cliff UG Met/Th 5.4 0.4 5.8 3.8 8.9 20.6 0.36 0.3 8.9 20.1 0.36 4.1 8.9 20.6 0.36 2.0 100
UG Met/Th 21 24 45 – – – – – – – – – – – – 8.9 100
Dendrobium UG Met – – – 8.6 9.7 23.8 0.59 9.9 9.7 24.2 0.59 18 9.7 24.0 0.59
UG Th – – – 5.2 23.0 – – 6.3 23.0 – – 12 23.0 – –
1 The coal quality for Illawarra Metallurgical Coal is for in situ quality on an air-dried basis. Tonnages are on an in situ moisture basis.
2 The cut-off criteria used were: Illawarra Metallurgical Coal no seam thickness cut-off because the minimum thickness is economic.
3 Only geophysically logged, fully analysed cored holes with greater than 95 per cent recovery were used to classify the reserves. Drill hole spacings vary between seams and geological domains and were determined in conjunction with geostatistical analyses where applicable. The range of maximum spacings was:
Deposit Proved Ore Reserves Probable Ore Reserves
Appin 700m 1,500m
West Cliff 700m 1,500m
Dendrobium 700m 1,500m
4 Product recoveries for the operations were:
Deposit Product Recovery
Appin 84%
West Cliff 71%
Dendrobium 67%
5 Total Coal Reserves are at the moisture content when mined (6% Appin, West Cliff; 7% Dendrobium). Total Marketable Coal Reserves (tonnes) are the tonnage of coal available, at moisture content (9 per cent Appin, West Cliff; 13.5 per cent Dendrobium Met; 7 per cent Dendrobium Th) and air-dried quality, for sale after the beneficiation of the Total Coal Reserves. Note that where the coal will not be beneficiated, the tonnes of Total Coal Reserves are the tonnes of Total Marketable Coal Reserves, with moisture adjustment where applicable.
6 The cut-off criteria applied were: Appin, West Cliff, Dendrobium ³ 1.8m seam thickness.
7 Coal delivered to wash plant.
RESERVES AND RESOURCES MARCH 2015
SLIDE 54

COAL RESERVES AND RESOURCES (CONTINUED)
SOUTH32
Coal Resources
As at 30 June 2014 (reported in 100 per cent terms) Measured Coal Resources Indicated Coal Resources Inferred Coal Resources Total Coal Resources
Commodity Deposit1,2 Mining Method Coal Type Mt % Ash % VM % S Kcal/k g CV Mt % Ash % VM % S Kcal/k g CV Mt % Ash % VM % S Kcal/k g CV Mt % Ash % VM % S Kcal/k g CV South32’s Interest %
South Africa Khutala OC Th 1,143 31.5 22.3 1.16 4,790 – – – – – – – – – – 1,143 31.5 22.3 1.16 4,790
Khutala UG Th 188 33.7 20.5 0.88 4,480 – – – – – – – – – – 188 33.7 20.5 0.88 4,480 90
Klipspruit OC Th 138 27.6 22.4 1.23 5,220 – – – – – 1.1 29.8 21.5 1.28 4,950 139 27.6 22.4 1.23 5,220 90
Wolvekrans OC Th 496 25.9 23.2 1.16 5,600 18 30.0 22.7 1.02 5,100 118 30.2 23.1 1.06 5,100 632 26.8 23.2 1.14 5,490 90
Middelburg OC Th 211 28.0 21.7 1.04 5,410 – – – – – 7.3 24.7 22.1 0.88 5,600 218 27.9 21.7 1.04 5,420 90
Projects
Leandra North UG Th 210 27.7 23.1 1.30 4,990 194 27.3 23.4 1.24 5,030 103 27.0 23.5 1.23 5,060 507 27.4 23.3 1.26 5,020 90
Naudesbank OC & UG Th 103 25.4 25.4 1.09 5,550 132 24.9 25.5 1.06 5,610 54 25.3 25.2 1.08 5,580 289 25.2 25.4 1.08 5,580 90
Weltevreden OC & UG Th 192 29.2 22.1 1.30 5,150 212 31.1 21.7 1.14 4,970 143 30.6 21.9 1.18 5,050 547 30.3 21.9 1.21 5,050 90
South Africa Miscellaneous
Leandra South UG Th 10 28.1 20.8 0.93 4,700 132 27.1 22.0 1.02 4,910 938 26.0 22.4 1.00 5,030 1,080 26.2 22.3 1.00 5,010 90
T-Project3 UG Th – – – – – – – – – – 183 32.2 20.3 0.86 4,500 183 32.2 20.3 0.86 4,500 90
Davel UG Th – – – – – – – – – – 244 23.9 26.4 1.52 5,700 244 23.9 26.4 1.52 5,700 90
1 Tonnages are reported as in situ, except for South Africa, South Africa Projects and South Africa Miscellaneous, where tonnages are reported on an air-dried basis. Qualities are reported on an air-dried in situ basis.
2 Cut-off criteria:
Deposit Coal Reserves Coal Reserves
Khutala ³ 1.0m seam thickness for OC, ³ 1.0m seam thickness for OC and
³ 2.5m seam thickness for UG, ³ 3.6m seam thickness for UG £ 45% ash and ³ 24% dry ash-free volatile matter
Klipspruit ³ 1.0m seam thickness, £ 45% ash and ³ 1.0m seam thickness, varying ³ 24% dry ash-free volatile matter ³ 3,580KCal/kg to ³ 4,300KCal/kg, £ 45% ash
Wolvekrans ³ 1.0m seam thickness, £ 45% ash, ³ 1.0m seam thickness, ³ 2,870KCal/kg CV, ³ 17.9% volatile matter £ 45% ash, ³ 17.9% volatile matter
Middelburg ³ 1.0m seam thickness, £ 45% ash, ³ 1.0m seam thickness, ³ 2,870KCal/kg CV, ³ 17.9% volatile matter £ 45% ash, ³ 17.9% volatile matter
Deposit Coal Reserves Coal Reserves
Leandra North ³ 1.8m seam thickness –
Naudesbank varying ³ 0.5m to 0.8m seam thickness, – £ 45% ash, ³ 22% dry ash-free volatile matter
Weltevreden ³ 0.8m seam thickness, £ 45% ash –
Leandra South ³ 1.8m seam thickness –
T-Project ³ 1.8m seam thickness, ³ 18% volatile matter –
Davel ³ 1.2m seam thickness, ³ 18% volatile matter –
3 T-Project – Divestment is in progress.
RESERVES AND RESOURCES MARCH 2015
SLIDE 55

COAL RESERVES AND RESOURCES (CONTINUED)
SOUTH32
Coal Reserves
As at 30 June 2014 (reported in 100 per cent terms)
Proved Marketable Coal Reserves Probable Marketable Coal Reserves Total Marketable Coal Reserves Commodity Deposit1,2,3 Mining Method Coal Type Proved Coal Reserves Mt Probable Coal Reserves Mt Total Coal Reserves Mt Mt % Ash % VM % S Kcal/k g CV Mt % Ash % VM % S Kcal/k g CV Mt % Ash % VM % S Kcal/k g CV Reserve Life (years) South32’s Interest %
South Africa
Khutala OC Th 1.4 – 1.4 1.3 35.7 21.1 1.15 4,640 – – – – – 1.3 35.7 21.1 1.15 4,640
Khutala UG Th 36 – 36 33 33.6 20.3 0.76 4,440 – – – – – 33 33.6 20.3 0.76 4,440 5.8 90
Wolvekrans OC Th 389 17 406 273 21.8 23.4 0.47 6,010 12 22.5 23.7 0.45 5,950 285 21.8 23.4 0.46 6.010 21 90
Middelburg OC Th 97 – 97 80 23.2 23.0 0.47 5,890 – – – – – 80 23.2 23.0 0.47 5,890 23 90
Klipspruit OC Th 43 – 43 36 23.0 23.3 0.82 5,800 – – – – – 36 23.0 23.3 0.82 5,800 6.0 90
1 Tonnages are reported on an air-dried basis. Qualities are reported on an air-dried in situ basis.
2 Approximate drill hole spacings used to classify the reserves were:
Deposit Proved Coal Reserves Proved Coal Reserves
Khutala >8 boreholes per 100ha 4 to 8 boreholes per 100ha
Wolvekrans >8 boreholes per 100ha 4 to 8 boreholes per 100ha
Middelburg >8 boreholes per 100ha 4 to 8 boreholes per 100ha
Klipspruit >8 boreholes per 100ha 4 to 8 boreholes per 100ha
3 Product recoveries for the operations were:
Deposit Product Recovery
Khutala 92% Wolvekrans 70% Middelburg 82% Klipspruit 84%
RESERVES AND RESOURCES MARCH 2015
SLIDE 56

MANGANESE RESERVES AND RESOURCES
SOUTH32
Manganese Mineral Resources
As at 30 June 2014 (reported in 100 per cent terms)
Commodity Deposit1 Ore Type Measured Resources Mt % Mn % Yield Indicated Resources Mt % Mn % Yield Inferred Resources Mt % Mn % Yield Total Resources Mt % Mn % Yield South32’s Interest %
Manganese Australia
Sands – – – 13 20.8 – 2.3 20.0 – 15 20.7 – 60
GEMCO2
ROM 95 46.1 48 46 43.6 47 34 42.7 49 175 44.8 48
South Africa3 Mt % Mn % Fe Mt % Mn % Fe Mt % Mn % Fe Mt % Mn % Yield
Lower Body-HG 5.8 47.7 12.0 13 48.0 12.2 – – – 19 47.9 12.2 44.4
Wessels Lower Body-LG 9.4 42.1 13.4 20 41.8 13.3 – – – 29 41.9 13.3
Upper Body – – – 92 41.4 18.3 – – – 92 41.4 18.3
Total for Wessels 15 44.2 12.9 125 42.2 16.9 – – – 140 42.4 16.4 44.4
M, C, N Zones 19 37.7 4.4 45 37.2 4.5 5.2 37.4 4.7 69 37.4 4.5 44.4
Top Cut
Mamatwan 9.0 30.5 6.6 20 29.9 6.3 5.6 29.1 6.2 34 29.9 6.4
(balance I&O)
X Zone 2.4 38.0 4.6 4.6 37.0 4.8 0.3 36.2 5.0 7.3 37.3 4.8
Total for Mamatwan 30 35.6 5.1 70 35.1 5.0 11 33.2 5.5 110 35.1 5.1 44.4
1 Cut-off grades for Mineral Resources and Ore Reserves – GEMCO: ³ 40 per cent Mn washed product and ³ 1m ore thickness for ROM, > 0 per cent Mn in situ for Sands; Wessels: ³ 45 per cent Mn for Lower Body-HG, ³ 37.5 per cent Mn for Lower Body-LG and Upper Body; Mamatwan: ³ 35 per cent Mn for M, C, N and X Zones, ³ 28 per cent Mn for Top Cut (balance I&O).
2 GEMCO – Mineral Resource ROM tonnes are stated as in situ, manganese grades are given as per washed ore sample and should be read together with their respective tonnage yields. Mineral Resource Sands tonnes and manganese grades are reported as in situ. Ore Reserve tonnes are stated as ROM, manganese grades are reported as expected product and should be read together with their respective tonnage yields.
3 Wessels and Mamatwan – Tonnes are stated as wet tonnes.
RESERVES AND RESOURCES MARCH 2015
SLIDE 57

MANGANESE RESERVES AND RESOURCES (CONTINUED)
SOUTH32
Manganese Ore Reserves
As at 30 June 2014 (reported in 100 per cent terms)
Commodity Deposit1,4,5,6 Ore Type Proved Ore Reserves Probable Ore Reserves Total Ore Reserves Reserve Life (Years) South32’s Interest%
Mt % Mn % Yield Mt % Mn % Yield Mt % Mn % Yield
Manganese Australia
GEMCO2 ROM 78 45.0 58 16 42.6 57 94 44.6 58 11 60
South Africa3 Mt % Mn % Fe Mt % Mn % Fe Mt % Mn % Fe
Wessels Lower Body-HG 1.2 48.0 12.2 7.2 47.6 12.3 8.4 47.7 12.3 46 44.4
Lower Body-LG 2.2 41.3 11.9 13 41.8 13.2 15 41.7 13.0
Upper Body – – – 46 41.4 18.2 46 41.4 18.2
Total for Wessels 3 43.7 12.0 66 42.2 16.6 69 42.2 16.4 44.4
Mamatwan M, C, N Zones 19 37.6 4.4 41 37.1 4.5 60 37.3 4.5 18 44.4
X Zone 1.6 38.2 4.7 2.4 36.7 4.8 4.0 37.3 4.8
Total for Mamatwan 21 37.7 4.4 43 37.1 4.5 64 37.3 4.5 44.4
1 Cut-off grades for Mineral Resources and Ore Reserves as for Table 7.40 per Listing Document.
2 GEMCO – Ore Reserve tonnes are stated as ROM, manganese grades are reported as expected product and should be read together with their respective tonnage yields.
3 Wessels and Mamatwan – Tonnes are stated as wet tonnes.
4 Approximate drill hole spacings used to classify the reserves were:
Deposit Proved Ore Reserves Probable Ore Reserves
GEMCO 60m x 120m and 60m x 60m 120m x 120m
Wessels Defined as rim ±30m wide around mined-out areas, supplemented by some economically viable remnant blocks within mined-out areas Defined as all ground beyond 30m
Mamatwan 80m x 80m 160m x 160m
5 Metallurgical recoveries for the operations were:
Deposit Metallurgical Recovery
GEMCO See yield in Ore Reserves table
Wessels 88%
Mamatwan 96%
6 Ore delivered to process plant.
RESERVES AND RESOURCES MARCH 2015
SLIDE 58

NICKEL RESERVES AND RESOURCES
SOUTH32
Nickel Mineral Resources
As at 30 June 2014 (reported in 100 per cent terms)
Measured Resources Indicated Resources Inferred Resources Total Resources
Commodity Deposit Ore Type Mt %Ni Mt %Ni Mt %Ni Mt %Ni South32’s Interest %
Nickel Colombia
Laterite 44 1.2 179 0.9 66 0.8 289 0.9 99.94
Cerro Matoso SP 51 1.1 – – – – 51 1.1
MNR Ore 17 0.2 – – – – 17 0.2
Deposit Cut-off Grades Ore Type Mineral Resources Ore Reserves
Laterite, SP ³0.6% Ni ³0.7% Ni
Cerro Matoso
MNR Ore ³0.12% Ni -
Nickel Ore Reserves
As at 30 June 2014 (reported in 100 per cent terms)
Proved Ore Reserves Probable Ore Reserves Total Ore Reserves
Commodity Deposit1,2,3 Ore Type Mt %Ni Mt %Ni Mt %Ni Reserve Life (years) South32’s Interest %
Nickel Colombia
Cerro Matoso4 Laterite 16 1.2 7.7 1.0 24 1.1 15 99.94
SP 24 1.3 – – 24 1.3
1 Approximate drill hole spacings used to classify the reserves were:
Deposit Proved Ore Reserves Probable Ore Reserves
Cerro Matoso 35m or less with three drill holes 35m to 100m with three drill holes
2 Metallurgical recoveries for the operations were:
Deposit Metallurgical Recovery
Cerro Matoso 82% (reserves to metal)
3 Ore delivered to process plant.
4 Cerro Matoso – Environmental licence approval required for the mine expansion project has been delayed, but is expected to be granted. Approval of both the Environmental and Social Impact Assessment and Mining Work Program Plan is a consultative process and forms part of the normal course of business.
RESERVES AND RESOURCES MARCH 2015
SLIDE 59

SILVER, LEAD AND ZINC RESERVES AND RESOURCES
SOUTH32
Silver, Lead and Zinc Mineral Resources
As at 30 June 2014 (reported in 100 per cent terms)
Measured Resources Indicated Resources Inferred Resources Total Resources
Commodity Deposit1
Ore Type Mt g/t Ag %Pb %Zn Mt g/t Ag %Pb %Zn Mt g/t Ag %Pb %Zn Mt g/t Ag %Pb %Zn South32’s Interest%
OC Sulphide 15 70 3.04 2.12 1.2 67 2.64 1.32 – – – – 16 70 3.01 2.06 100
Cannington
UG Sulphide 42 226 6.18 3.86 11 147 4.51 3.04 6.7 98 3.52 2.00 60 197 5.57 3.50
Silver, Lead and Zinc Ore Reserves
As at 30 June 2014 (reported in 100 per cent terms)
Commodity Deposit1,2,3,4 Proved Ore Reserves Probable Ore Reserves Total Ore Reserves Reserve Life (Years) South32’s Interest%
Ore Type Mt g/t Ag %Pb %Zn Mt g/t Ag %Pb %Zn Mt g/t Ag %Pb %Zn
Cannington UG Sulphide 18 239 6.38 3.92 2.7 240 6.15 4.01 21 239 6.35 3.93 9.0 100
1 Cut-off grades:
Deposit Cut-off Grades Ore Type Mineral Resources Ore Reserves
OC Sulphide Net value incorporating material revenue and cost factors and includes metallurgical recovery (see footnote 4 for averages). Mineralisation at A$45/t averages 27g/t Ag, 0.85% Pb and 0.90% Zn. –
Cannington
UG Sulphide Net value incorporating material revenue and cost factors and includes metallurgical recovery (see footnote 4 for averages). Mineralisation at A$90/t averages 48g/t Ag, 1.66% Pb and 2.15% Zn. Net value cut-off incorporating material revenue and cost factors and includes metallurgical recovery (see footnote 4 for averages). Mineralisation at A$140/t averages 99g/t Ag, 4.40% Pb and 2.82% Zn.
2 Approximate drill hole spacings used to classify the reserves were:
Deposit Proved Ore Reserves Probable Ore Reserves
Cannington 12.5m sectional x 15m vertical 25m sectional x 25m vertical
3 Ore delivered to process plant.
4 Metallurgical recoveries for the operations were:
Deposit Metallurgical Recovery
Cannington Ag 87%, Pb 86%, Zn 79%
RESERVES AND RESOURCES MARCH 2015
SLIDE 60

MINERAL RESOURCES AND ORE RESERVES DISCLAIMER
SOUTH32
Summary of Mineral Resources and Ore Reserves Information
The statements of Mineral Resources and Ore Reserves (including Coal Resources and Coal Reserves) presented in Section 7.2 of the South32 Listing
Documents which is available on www.bhpbilliton.com (which have been reproduced in this presentation) have been produced in accordance with the ASX Listing Rules Chapter 5, the Recommendations of the European Securities and markets Authority on the consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive and the JORC Code. Mineral Resources and Ore Reserves have been previously reported in the ASX release titled, 2014 BHP Billiton Annual Report – 25 September 2014 available on www.bhpbilliton.com. The basis of resource and reserve life calculations is provided in Section 5.1 of the South 32 Listing Documents. Resource life calculations are indicative only and do not necessarily reflect future uncertainties such as economic conditions, technical or permitting issues. Historical Mineral or Coal Resources to Ore Reserves conversion factors may not be indicative of future conversion factors. Commodity prices and exchange rates used to estimate the economic viability of reserves are based on asset-defined or South32 long-term forecasts. The Ore Reserves tabulated are held within existing, permitted mining tenements. The South32 Group’s mineral leases are of sufficient duration (or convey a legal right to renew for sufficient duration) to enable all reserves on the leased properties to be mined in accordance with current production schedules. South32’s Ore Reserves may include areas where some additional approvals remain outstanding, but where, based on the technical investigations South32 carries out as part of its planning process, and South32’s knowledge and experience of the approvals process, South32 expects that such approvals will be obtained as part of the normal course of business and within the time frames required by the current schedules. The information in the South32 Listing Documents and this presentation relating to Mineral Resources and Ore Reserves is based on information compiled by Competent Persons (as defined in the JORC Code). All Competent Persons have, at the time of reporting, sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity they are undertaking to qualify as a Competent Person as defined by the JORC Code. At the reporting date, each Competent Person listed in Section 7.2 of the South32 Listing Documents is a full-time employee of BHP Billiton, with the exception of R Aglinskas, J P de Melo Franco (MAusIMM, employed by Mineração Rio do Norte) and M Bryant (MAusIMM, employed by Bryant Mining Pty Ltd). Each Competent Person has given; and has not withdrawn their written consent to:
The inclusion in the South32 Listing Documents of the Mineral Resources and Ore Reserves information, which they have provided in relation to their respective deposits as set out in the South32 Listing Documents; and
The references to their name included in the South32 Listing Documents in the form and context in which they appear and has authorised the inclusion of such information in the South32 Listing Documents.
Each of the Competent Persons accepts responsibility for the relevant Mineral Resources and Ore Reserves information they have provided as set out in Section 7.2 of the South32 Listing Documents. To the best of the knowledge of each of the Competent Persons (each of which has taken all reasonable care to ensure that such is the case), the relevant Mineral Resources and Ore Reserves information they have provided and contained in the South32 Listing Documents is in accordance with the facts and contains no omissions likely to affect the import of such information All of the Mineral Resources and Ore Reserves figures presented are reported in 100 per cent terms, represent estimates at 30 June 2014 (unless otherwise stated) and do not take depletion of Mineral Resources and Ore Reserves since that date into account (note that the Independent Competent Person’s Reports in Annexure 6 of the South32 Listing Documents contain estimates at 31 December 2014). All tonnes are reported as dry metric tonnes (unless otherwise stated). All tonnes and grade information have been rounded, hence small differences may be present in the totals. All of the Mineral Resources information is inclusive of Mineral Resources that have been converted to Ore Reserves (i.e. Mineral Resources are not additional to Ore Reserves).
RESERVES AND RESOURCES MARCH 2015
SLIDE 61

SOUTH32
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MARCH 2015
SLIDE 62

SOUTH32
SECTION 7: SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION

PRO FORMA INCOME STATEMENT RECONCILIATION (H1 FY2015)
SOUTH32
Change of Control of Manganese Business
H1 FY2015 US$m South32 Combined Financial Information1 Removal of Consolidated Results2 Equity Accounted Profit/(Loss)3 Intercompany Financing4 South32 pro forma Consolidated Financial Information
Revenue 5,040 (951) – – 4,089
Other income 521 (7) – (364) 150
Expenses excluding net finance costs (4,313) 763 – – (3,550)
Share of operating profit of equity accounted investments 3 – 32 – 35
Profit from operations 1,251 (195) 32 (364) 724
Net finance costs (37) 3 – 39 5
Taxation expense (476) 65 – (12) (423)
Profit after taxation 738 (127) 32 (337) 306
Other financial information
Profit from operations 1,251 (195) 32 (364) 724
Earnings adjustments5 (451) 17 (6) 364 (76)
Underlying EBIT 800 (178) 26 – 648
Depreciation and amortisation 506 (89) – – 417
Underlying EBITDA 1,306 (267) 26 – 1,065
Profit after taxation 738 (127) 32 (337) 306
Earnings adjustments after taxation5 (204) 9 (6) 337 136
Underlying Earnings 534 (118) 26 – 442
1 South32’s historical combined income statement has been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
2 A pro forma adjustment has been made to reflect the loss of control and subsequent de-consolidation of the Manganese Business assuming the changes to the shareholder agreement were effective 1 July 2013.
This information has been extracted, without material adjustment from the underlying accounting records of South32. The de-consolidation of the Manganese Business includes Australia Manganese, South Africa Manganese and certain balances and transactions included within South32 Group and Unallocated representing the Manganese Business’ share of central functions, consolidation adjustments and sale of third party product. For this reason, the de-consolidation pro forma adjustment will not fully reconcile with Australia Manganese and South Africa Manganese results contained in note 2 ‘Segment reporting’ to the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
3 The adjustment represents South32’s equity share of the profit/(loss) after taxation of the equity accounted investment in the Manganese Business. This adjustment has been calculated from the underlying accounting records of South32 and adjusted for the impact of additional depreciation arising from the uplift in the fair value of the Manganese Business. Also refer to ‘Equity accounted investment in Manganese Business’ in Section 10.8(b) of the South32 Listing Documents under accounting judgements and estimates.
US$m H1 FY2015 FY2014
Profit after taxation of Manganese Business 127 214
Attributable to non controlling interests (50) (85)
Attributable to members of South32 77 129
Depreciation charge on fair value uplift (after taxation) (45) (80)
Share of operating profit of equity accounted investment in Manganese Business 32 49
4 This adjustment reflects the removal of the historical net finance costs associated with BHP Billiton centrally managed borrowings, and the removal of dividends received from BHP Billiton. Both adjustments have been tax effected at 30 per cent. Net finance costs and dividends associated to BHP Billiton have been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
5 Further details regarding earnings adjustments are set out in Table A3.3 of the South32 Listing Documents.
SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION
MARCH 2015
SLIDE 64

PRO FORMA INCOME STATEMENT RECONCILIATION (FY2014)
SOUTH32
Change of Control of Manganese Business
FY2014 US$m South32 Combined Financial Information1 Removal of Consolidated Results2 Equity Accounted Profit/(Loss)3 Intercompany Financing4 South32 pro forma Consolidated Financial Information
Revenue 10,444 (2,100) - - 8,344
Other income 310 (30) - (11) 269
Expenses excluding net finance costs (9,990) 1,652 - - (8,338)
Share of operating profit of equity accounted investments 10 - 49 3 62
Profit from operations 774 (478) 49 (8) 337
Net finance costs (352) 81 - 84 (187)
Taxation expense (205) 183 - (25) (47)
Profit after taxation 217 (214) 49 51 103
Other financial information
Profit from operations 774 (478) 49 (8) 337
Earnings adjustments5 296 15 4 8 323
Underlying EBIT 1,070 (463) 53 - 660
Depreciation and amortisation 985 (162) - - 823
Underlying EBITDA 2,055 (625) 53 - 1,483
Profit after taxation 217 (214) 49 51 103
Earnings adjustments after taxation5 397 (7) 4 (51) 343
Underlying Earnings 614 (221) 53 - 446
1 South32’s historical combined income statement has been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
2 A pro forma adjustment has been made to reflect the loss of control and subsequent de-consolidation of the Manganese Business assuming the changes to the shareholder agreement were effective 1 July 2013.
This information has been extracted, without material adjustment from the underlying accounting records of South32. The de-consolidation of the Manganese Business includes Australia Manganese, South Africa Manganese and certain balances and transactions included within South32 Group and Unallocated representing the Manganese Business’ share of central functions, consolidation adjustments and sale of third party product. For this reason, the de-consolidation pro forma adjustment will not fully reconcile with Australia Manganese and South Africa Manganese results contained in note 2 ‘Segment reporting’ to the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
3 The adjustment represents South32’s equity share of the profit/(loss) after taxation of the equity accounted investment in the Manganese Business. This adjustment has been calculated from the underlying accounting records of South32 and adjusted for the impact of additional depreciation arising from the uplift in the fair value of the Manganese Business. Also refer to ‘Equity accounted investment in Manganese Business’ in Section 10.8(b) of the South32 Listing Documents under accounting judgements and estimates.
US$m H1 FY2015 FY2014
Profit after taxation of Manganese Business 127 214
Attributable to non controlling interests (50) (85)
Attributable to members of South32 77 129
Depreciation charge on fair value uplift (after taxation) (45) (80)
Share of operating profit of equity accounted investment in Manganese Business 32 49
4 This adjustment reflects the removal of the historical net finance costs associated with BHP Billiton centrally managed borrowings, and the removal of dividends received from BHP Billiton. Both adjustments have been tax effected at 30 per cent. Net finance costs and dividends associated to BHP Billiton have been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
5 Further details regarding earnings adjustments are set out in Table A3.3 of the South32 Listing Documents.
SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION
MARCH 2015
SLIDE 65

PRO FORMA EARNINGS ADJUSTMENTS
SOUTH32
US$m H1 FY2015 FY2014
Earnings adjustments to Underlying EBIT
Exchange gains on restatement of monetary items (64) (53)
Impairment losses - 327
Impairment reversals - (8)
Fair value (gain)/loss on derivative instruments (6) 2
Other:
Bayside closure costs (excluding impairments) - 138
Gain on sale of Optimum coal rights - (84)
Equity share of earnings adjustment to Manganese after net finance costs and taxation (6) 1
Total earnings adjustments to Underlying EBIT (76) 323
Earnings adjustments to net finance costs
Exchange variations on net debt (93) 40
Total earnings adjustments to net finance costs (93) 40
Earnings adjustments to income tax expense
Tax effect of earnings adjustments to Underlying EBIT 22 (25)
Tax effect of earnings adjustments to net finance costs 28 (13)
Exchange rate movements 144 (9)
Re-measurement of deferred tax assets associated with the MRRT 111 -
Non-recognition of tax benefits where benefit remains with BHP Billiton - 27
Total earnings adjustments to income tax expense 305 (20)
Total earnings adjustments (136) 343
SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION
MARCH 2015
SLIDE 66

SOUTH32
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MARCH 2015
SLIDE 67

PRO FORMA SUMMARY CASH FLOW STATEMENT RECONCILIATION (H1 FY2015)
SOUTH32
Change of control in Manganese Business
H1 FY2015 US$m South32 Combined Financial Information1 Removal of Consolidated Results2 Equity Accounted Profit/(Loss)3 Intercompany Financing4 South32 pro forma Consolidated Financial Information
Profit from operations 1,251 (195) 32 (364) 724
Other non-cash items 178 (97) – 364 445
Profit from equity accounted investments (3) – (32) – (35)
Change in working capital (295) 90 – – (205)
Cash generated from operations 1,131 (202) – – 929
Dividends received (including equity accounted investments) 368 – 127 (364) 131
Capital expenditure (411) 94 – – (317)
Net operating cash flows before financing activities and tax and after capital expenditure 1,088 (108) 127 (364) 743
1 South32’s historical combined cash flow statement has been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
2 A pro forma adjustment has been made to reflect the loss of control and subsequent de-consolidation of the Manganese Business assuming the changes to the shareholder agreement were effective 1 July 2013. This information has been extracted, without material adjustment from the underlying accounting records of South32.
3 The adjustment represents South32’s share of the operating profit/(loss) and dividends received from the equity accounted investments being South32’s equity share of the Manganese Business. This information has been derived from the underlying accounting records of South32. South32’s equity accounted profit/(loss) is set out in footnote (c) to Table A3.1 of the South32 Listing Documents. Dividends received by South32 represent 60 per cent of dividends paid by the companies that represent the Manganese Business.
4 Pro forma adjustment reflects the removal of the impact of intercompany dividends received by South32 from BHP Billiton which have been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION
MARCH 2015
SLIDE 68

PRO FORMA SUMMARY CASH FLOW STATEMENT RECONCILIATION (FY2014) SOUTH32
Change of Control in Manganese Business
FY2014 US$m South32 Combined Financial Information1 Removal Of Consolidated Results2 Equity Accounted Profit/(Loss)3 Intercompany Financing4 South32 pro forma Consolidated Financial Information
Profit from operations 774 (478) 49 (8) 337
Other non-cash items 1,267 (149) - 11 1,129
Profit from equity accounted investments (10) - (49) (3) (62)
Change in working capital 77 (62) - - 15
Cash generated from operations 2,108 (689) - - 1,419
Dividends received (including equity accounted investments) 31 (12) 198 (11) 206
Capital expenditure (769) 179 - - (590)
Net operating cash flows before financing activities and tax and after capital expenditure 1,370 (522) 198 (11) 1,035
1 South32’s historical combined cash flow statement has been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
2 A pro forma adjustment has been made to reflect the loss of control and subsequent de-consolidation of the Manganese Business assuming the changes to the shareholder agreement were effective 1 July 2013. This information has been extracted, without material adjustment from the underlying accounting records of South32.
3 The adjustment represents South32’s share of the operating profit/(loss) and dividends received from the equity accounted investments being South32’s equity share of the Manganese Business. This information has been derived from the underlying accounting records of South32. South32’s equity accounted profit/(loss) is set out in footnote (c) to Table A3.1 of the South32 Listing Documents. Dividends received by South32 represent 60 per cent of dividends paid by the companies that represent the Manganese Business.
4 Pro forma adjustment reflects the removal of the impact of intercompany dividends received by South32 from BHP Billiton which have been extracted, without material adjustment from the historical combined financial information in Annexures 1 and 2 of the South32 Listing Documents.
SUPPLEMENTARY PRO FORMA FINANCIAL INFORMATION
MARCH 2015
SLIDE 69

PRO FORMA BALANCE SHEET RECONCILIATION
SOUTH32
Change of Control in Manganese Business
US$m South32 Combined Balance Sheet 31 December 20141 Removal of Consolidated Balances2 Equity Accounted Interest3 Intercompany Settlement and Debt Drawdown4 South32 Setup Costs5 Tax Consolidation6 South32 Pro forma 31 December 2014
Assets
Current assets
Cash and cash equivalents 459 (43) - 59 (111) - 364
Trade and other receivables 1,098 (139) - - - - 959
Receivable from BHP Billiton 9,508 (295) - (9,213) - - -
Receivable from related party - - 60 - - - 60
Other financial assets 15 - - - - - 15
Inventories 1,406 (382) - - - - 1,024
Current tax assets 107 - - - - - 107
Other 37 (11) - - - - 26
Total current assets 12,630 (870) 60 (9,154) (111) - 2,555
Non-current assets
Trade and other receivables 185 (4) - - - - 181
Receivables from related party - - 240 - - - 240
Other financial assets 508 (158) - - - - 350
Investments accounted for using the equity method 13 - 3,027 - - - 3,040
Inventories 60 - - - - - 60
Property, plant and equipment 12,220 (1,907) - 18 22 - 10,353
Intangible assets 290 (74) - 90 - - 306
Deferred tax assets 801 (43) - - - (174) 584
Other 16 - - - - - 16
Total non-current assets 14,093 (2,186) 3,267 108 22 (174) 15,130
Total assets 26,723 (3,056) 3,327 (9,046) (89) (174) 17,685
1 South32’s historical combined balance sheet has been extracted, without material adjustment from the historical combined financial information in Annexure 2 of the South32 Listing Documents (refer to discussion in Section 10.8(a) of the South32 Listing Documents for transfer of assets and liabilities at existing book value). 2 Pro forma adjustment has been made to reflect the loss of control and subsequent de-consolidation of the Manganese Business assuming the changes to the joint venture agreement were effective 31 December 2014. This information has been extracted, without material adjustment from the underlying accounting records of South32. 3 This adjustment represents the fair value of the equity accounted investment in the Manganese Business as at 2 March 2015 the date the change of control became effective and as disclosed in note 10 Subsequent events of Annexure 2 of the South32 Listing Documents. 4 This adjustment represents the settlement of net intercompany balances sourced from the South32 historical combined balance sheet (less the Manganese Business), the transfer of property, plant and equipment of US$18 million and intangible assets of US$90 million relating to the capital spend incurred by BHP Billiton on information technology infrastructure and corporate facilities for South32. The settlement of net intercompany balances with BHP Billiton of US$5,446 million (current receivables of US$9,213 million, current payables of US$39 million and non-current interest bearing liabilities payable of US$3,728 million) will be by a return of South32 capital of US$5,429 million and cash settlements. The cash settlement amount of US$59million is calculated to provide South32 with a target net cash and interest bearing liabilities position and assumes an indicative drawdown of U$150million from available debt facilities. 5 The adjustment made to cash reflects South32 set up costs associated with the Demerger to be incurred by South32 after the Demerger. These totals primarily include information technology set up costs and relocation costs as well as costs incurred under transitional service arrangements but exclude debt establishment fees. 6 As a consequence of the Demerger, South32 is required by Australian tax legislation to exit BHP Billiton’s existing Australian tax consolidated groups and re-consolidate in its own, new Australian tax consolidated group. As a result, certain deferred tax assets will reduce due to the resetting of the tax bases of certain tangible and intangible assets. It is expected that there will be a step down in the South32 cost base for income tax and/or capital gains tax of US$1,460 million that results in a reduction in South32’s deferred tax assets of US$174 million, a deferred tax liability of US$127 million and a current tax liability of US$28 million. The pro forma adjustment is based on the South32 Directors’ best estimate of the value of tax cost bases at the effective date of the tax consolidation. Refer to Section 10.8(e) of the South32 Listing Documents for more details.
SUPPLEMENTARY PRO FORMA
FINANCIAL INFORMATION
MARCH 2015
SLIDE 70

PRO FORMA BALANCE SHEET RECONCILIATION (CONTINUED)
SOUTH32
Change of Control of Manganese Business
US$m South32 Combined Balance Sheet 31 December 20141 Removal of Consolidated Balances2 Equity Accounted Interest3 Intercompany Settlement and Debt Drawdown4 South32 Setup Costs5 Tax Consolidation6 South32 Pro forma 31 December 2014
Liabilities
Current liabilities
Trade and other payables 1,232 (228) - - - 1,004
Payable to BHP Billiton 41 (2) - (39) - - -
Interest bearing liabilities 136 (4) -150 - - 282
Other financial liabilities 6 - - - - 6
Current tax payables 104 (30) - - (23) 28 79
Provisions 413 (52) - - - 361
Deferred income 4 (1) - - - 3
Total current liabilities 1,936 (317) -111(23) 28 1,735
Non-current liabilities
Trade and other payables 34 - - - - 34
Interest bearing liabilities 877 (135) - - - 742
Interest bearing liabilities payable to BHP Billiton 3,728 - - (3,728) - - -
Other financial liabilities 18 - - - - 18
Deferred tax liabilities 569 (26) - - 127 670
Provisions 2,010 (478) - - - 1,532
Deferred income 4 - - - - 4
Total non-current liabilities 7,240 (639) - (3,728) - 127 3,000
Total liabilities 9,176 (956) - (3,617)(23) 155 4,735
Net assets 17,547 (2,100) 3,327 (5,429) (66) (329) 12,950
Invested Capital
Invested capital attributable to members of South32 16,710 (1,263) 3,327 (5,429) (66) (329) 12,950
Invested capital attributable to non-controlling interests 837 (837) - - - -
Total invested capital 17,547 (2,100) 3,327 (5,429) (66) (329) 12,950
1 South32’s historical combined balance sheet has been extracted, without material adjustment from the historical combined financial information in Annexure 2 of the South32 Listing Documents (refer to discussion in Section 10.8(a) of the South32 Listing Documents for transfer of assets and liabilities at existing book value). 2 Pro forma adjustment has been made to reflect the loss of control and subsequent de-consolidation of the Manganese Business assuming the changes to the joint venture agreement were effective 31 December 2014. This information has been extracted, without material adjustment from the underlying accounting records of South32. 3 This adjustment represents the fair value of the equity accounted investment in the Manganese Business as at 2 March 2015 the date the change of control became effective and as disclosed in note 10 Subsequent events of Annexure 2 of the South32 Listing Documents. 4 This adjustment represents the settlement of net intercompany balances sourced from the South32 historical combined balance sheet (less the Manganese Business), the transfer of property, plant and equipment of US$18 million and intangible assets of US$90 million relating to the capital spend incurred by BHP Billiton on information technology infrastructure and corporate facilities for South32. The settlement of net intercompany balances with BHP Billiton of US$5,446 million (current receivables of US$9,213 million, current payables of US$39 million and non-current interest bearing liabilities payable of US$3,728 million) will be by a return of South32 capital of US$5,429 million and cash settlements. The cash settlement amount of US$59million is calculated to provide South32 with a target net cash and interest bearing liabilities position and assumes an indicative drawdown of U$150million from available debt facilities. 5 The adjustment made to cash reflects South32 set up costs associated with the Demerger to be incurred by South32 after the Demerger. These totals primarily include information technology set up costs and relocation costs as well as costs incurred under transitional service arrangements but exclude debt establishment fees. 6 As a consequence of the Demerger, South32 is required by Australian tax legislation to exit BHP Billiton’s existing Australian tax consolidated groups and re-consolidate in its own, new Australian tax consolidated group. As a result, certain deferred tax assets will reduce due to the resetting of the tax bases of certain tangible and intangible assets. It is expected that there will be a step down in the South32 cost base for income tax and/or capital gains tax of US$1,460 million that results in a reduction in South32’s deferred tax assets of US$174 million, a deferred tax liability of US$127 million and a current tax liability of US$28 million. The pro forma adjustment is based on the South32 Directors’ best estimate of the value of tax cost bases at the effective date of the tax consolidation. Refer to Section 10.8(e) of the South32 Listing Documents for more details.
SUPPLEMENTARY PRO FORMA
FINANCIAL INFORMATION
MARCH 2015
SLIDE 71

PRO FORMA SEGMENT REPORTING H1 FY2015
SOUTH32
H1 FY2015 US$m. Worsley Alumina South Africa Aluminium Mozal Aluminium Brazil Aluminium South Africa Energy Coal Illawarra Metallurgical Coal Australia Manganese South Africa Manganese Cerro Matoso Cannington Group and Unallocated Items/Eliminations Statutory Adjustment Total South32
Revenue
Group production 319 823 340 268 683 425 339 231 340 486 - (569) 3,685
Third party products1 - - - - - - - - - - 404 - 404
Inter-segment revenue 332 - - - - - - - - - (332) -
Total revenue 651 823 340 268 683 425 339 231 340 486 72 (569) 4,089
Underlying EBITDA2 143 201 88 140 83 120 129 38 113 183 (32) (141) 1,065
Depreciation and amortisation (76) (34) (18) (39) (92) (100) (83) (33) (27) (29) (2) 116 (417)
Underlying EBIT2 67 167 70 101 (9) 20 46 5 86 154 (34) (25) 648
Comprising:
Group production 67 167 70 101 (12) 20 46 5 86 154 (64) (51) 589
Third party products - - - - - - - - - - 30 - 30
Share of operating profit of equity accounted investments3 - - - - 3 - - - - - - 26 29
Underlying EBIT 67 167 70 101 (9) 20 46 5 86 154 (34) (25) 648
Net finance costs (88)
Income tax expense (118)
Underlying earnings 442
Earnings adjustments (136)
Profit/(loss) after tax 306
Capital expenditure 27 10 5 5 58 180 34 22 18 14 - (56) 317
Investments accounted for using equity method - - - - 13 - - - - - - 3,027 3,040
Total assets4 3,793 1,502 719 1,078 2,051 1,770 1,861 1,305 1,082 402 5,198 (3,076) 17,685
Total liabilities4 380 307 91 140 1,037 236 272 179 228 210 2,106 (451) 4,735
1 Third party products purchased by Marketing comprise US$358 million for aluminium (2014: US$802 million), US$46 million for coal (2014: US$456 million) and US$ nil for manganese (2014: US$2 million).
Underlying EBIT on third party products comprise US$17 million for aluminium (2014: US$14 million), US$13 million for coal (2014: US$18 million) and US$ nil for manganese (2014: (US$2) million).
2 Underlying EBIT is earnings before net finance costs, taxation and any earnings adjustments items. Underlying EBIT is reported net of South32’s share of net finance costs and taxation of equity accounted investments. Underlying EBITDA is Underlying EBIT, before depreciation and amortisation.
3 Share of operating profit of equity accounted investments includes the impacts of earnings adjustments to Underlying EBIT.
4 Total segment assets and liabilities represent operating assets and liabilities including the carrying amount of equity accounted investments and predominantly excludes cash balances, interest bearing liabilities and deferred tax balances. The carrying amount of investments accounted for using the equity method represents the balance of the Group’s investment in equity accounted investments, with no adjustment for any cash balances, interest bearing liabilities and deferred tax balances of the equity accounted investment.
SUPPLEMENTARY PRO FORMA
FINANCIAL INFORMATION
MARCH 2015
SLIDE 72

PRO FORMA SEGMENT REPORTING FY2014
SOUTH32
FY2014 US$m Worsley Alumina South Africa Aluminium Mozal Aluminium Brazil Aluminium South Africa Energy Coal Illawarra Metallurgical Coal Australia Manganese South Africa Manganese Cerro Matoso Cannington Group and Unallocated Items/Eliminations Statutory Adjustment Total South32
Revenue
Group production 570 1,614 574 529 1,247 878 785 473 595 1,079 – (1,258) 7,086
Third party products1 – – – – – – – – – – 1,260 (2) 1,258
Inter-segment revenue 659 – – – – – – – – – (659) – –
Total revenue 1,229 1,614 574 529 1,247 878 785 473 595 1,079 601 (1,260) 8,344
Underlying EBITDA2 162 190 52 127 197 135 303 72 87 460 18 (320) 1,483
Depreciation and amortisation (138) (69) (36) (83) (193) (170) (148) (62) (88) (47) 1 210 (823)
Underlying EBIT2 24 121 16 44 4 (35) 155 10 (1) 413 19 (110) 660
Comprising:
Group production 24 121 16 44 (6) (35) 155 10 (1) 413 (11) (165) 565
Third party products – – – – – – – – – – 30 2 32
Share of operating profit of equity accounted investments3 – – – – 10 – – – – – – 53 63
Underlying EBIT 24 121 16 44 4 (35) 155 10 (1) 413 19 (110) 660
Net finance costs (147)
Income tax expense (67)
Underlying earnings 446
Earnings adjustments (343)
Profit/(loss) after tax 103
Capital expenditure 56 28 8 9 65 309 65 42 56 60 (1) (107) 590
1 Third party products purchased by Marketing comprise US$358 million for aluminium (2014: US$802 million), US$46 million for coal (2014: US$456 million) and US$ nil for manganese (2014: US$2 million).
Underlying EBIT on third party products comprise US$17 million for aluminium (2014: US$14 million), US$13 million for coal (2014: US$18 million) and US$ nil for manganese (2014: (US$2) million).
2 Underlying EBIT is earnings before net finance costs, taxation and any earnings adjustments items. Underlying EBIT is reported net of South32’s share of net finance costs and taxation of equity accounted investments. Underlying EBITDA is Underlying EBIT, before depreciation and amortisation.
3 Share of operating profit of equity accounted investments includes the impacts of earnings adjustments to Underlying EBIT.
4 Total segment assets and liabilities represent operating assets and liabilities including the carrying amount of equity accounted investments and predominantly excludes cash balances, interest bearing liabilities and deferred tax balances. The carrying amount of investments accounted for using the equity method represents the balance of the Group’s investment in equity accounted investments, with no adjustment for any cash balances, interest bearing liabilities and deferred tax balances of the equity accounted investment.
SUPPLEMENTARY PRO FORMA
FINANCIAL INFORMATION
MARCH 2015
SLIDE 73

SOUTH32
SECTION 8: COMMODITY PRICE AND CURRENCY SENSITIVITIES

COMMODITY PRICE AND CURRENCY SENSITIVITIES
SOUTH32
Estimated impact on FY2014 combined Underlying EBIT of change of: US$m
US$5/t on alumina price 26
US$20/t on aluminium price 24
US$1/t on metallurgical coal price 6
US$1/t on energy coal price 15
US¢5/dmtu on manganese ore price 19
US$10/t on manganese alloy price 7
US¢10/lb on nickel price 10
US$20/t on lead price 4
US$20/t on zinc price 1
US¢20/oz on silver price 5
Estimated impact on FY2014 combined Underlying EBIT of strengthening US$ relative to: US$m
Australian dollar (US1 cent/A$) 30
South African rand (0.1 rand/US$) 15
Brazilian real (0.02 real/US$) 3
Colombian peso (20 peso/US$) 3
Mozambican metical (0.5 metical/US$) 1
COMMODITY PRICE AND
CURRENCY SENSITIVITIES
MARCH 2015
SLIDE 75

SOUTH32
SECTION 9: REVOLVING CREDIT FACILITY SUMMARY

REVOLVING CREDIT FACILITY SUMMARY
SOUTH32
Facility Type Multicurrency Revolving Syndicated Facility
Currencies US$ or optional currencies, including A$ and €.
Commitments US$1.5 billion.
Maturity date Five years after the date of the agreement plus two one-year extension options for those lenders which agree to extend.
Applicable interest rates Base rate plus a margin which has been agreed at current commercial rates. The applicable base rates include:
LIBOR for a loan in US$;
BBSW for a loan in A$;
EURIBOR for a loan in € .
Conditions precedent to initial drawdown The Facility contains conditions precedent to initial drawdown that are customary for a facility of this nature and other conditions precedent which relate to the implementation of the Demerger and listing of South32 on the ASX.
Events of default The Facility contains customary events of default including, but not limited to, payment default, breach of representation, breach of financial covenant and cross-default.
Mandatory prepayment and cancellation events The Facility includes customary mandatory prepayment and cancellation events, including a change of control provision which in certain circumstances allows a lender to cancel its commitments under the Facility and require full prepayment of amounts outstanding under the Facility.
Covenants The Facility contains a single financial covenant and undertakings which are customary for a facility of this nature including, but not limited to, provision of information, negative pledge and restrictions on subsidiary indebtedness and disposals of assets.
Security None.
Guarantee Each borrower under the agreement is a guarantor in respect of the obligation of each other borrower which is a subsidiary of it.
REVOLVING CREDIT FACILITY
SUMMARY
MARCH 2015
SLIDE 77

SOUTH32
SECTION 10: LISTING MECHANICS

LISTING AND DISTRIBUTION OF SHARES
SOUTH32
Demerger effected through a 1 for 1 pro-rata distribution of shares by way of an in-specie dividend
Australian incorporated company
- Primary listing: ASX
- Standard listing: UKLA
- Secondary listing: JSE
- OTC ADS program in the United States
Expected South32 shares will qualify for inclusion in the S&P/ASX indices
Worsley Alumina, Australia
LISTING MECHANICS MARCH 2015
SLIDE 79

KEY TRADING DATES
SOUTH32
Event Date
Last date on which BHP Billiton shares trade on the ASX, JSE and LSE with an entitlement to South32 shares 15 May 2015
South32 shares commence trading on the ASX on a deferred settlement basis, the JSE (normal trading), and the LSE on a when- issued basis 18 May 2015
Date for determining entitlement to South32 shares of BHP Billiton Plc Shareholders 19 May 2015
Date for determining entitlement to South32 shares of BHP Billiton Limited Shareholders 20 May 2015
Date for determining entitlement to South32 shares of BHP Billiton Plc Dematerialised Shareholders in Strate 22 May 2015
Normal trading of South32 shares on the LSE commences 26 May 2015
South32 ADSs commence regular way trading in the over the counter market 1 June 2015
Normal trading of South32 shares on the ASX commences 2 June 2015
LISTING MECHANICS MARCH 2015
SLIDE 80

SOUTH32
SECTION 11: KEY RISKS

KEY RISKS
SOUTH32
External Risks Relating to the Industries in Which South32 Operates
a) Fluctuations in commodity prices and impacts of ongoing global economic volatility may negatively affect South32’s results, including cash flows and asset values
b) South32’s financial results may be negatively affected by currency exchange rate fluctuations
c) Actions by governments or political events could have a negative impact on the business
d) Challenges by administrative bodies, in particular tax authorities, may lead to additional liabilities for South32
e) South32’s operations are dependent on licences and permits, the obtaining, renewal or maintenance of which may be uncertain or challenging
f) South32 may be exposed to litigation and claims that could result in a significant cost to South32 or affect its operations
Operational Risks
a) Cost pressures and reduced productivity could negatively impact South32’s operating margins and expansion plans
b) South32’s Businesses are dependent on access to infrastructure that is economical, and without such access these operations may be disrupted or further development may be prevented
c) South32’s Businesses are dependent on access to water and power that is economical, and without such access these operations may be disrupted or further development may be prevented
d) Unexpected natural or operational catastrophes may adversely impact South32’s operations
e) South32 is reliant on non-controlled operators and contractors at some operations
f) Outputs produced from processing are dependent on quality and consistent supply of inputs
g) South32’s operations may be affected by unfavourable employee and union relations, which could disrupt its activities
h) Due to the nature of its business and operations, South32 is exposed to the risks of fraud and corruption
i) South32 will be smaller in scale than BHP Billiton following the Demerger
j) The Demerger may fail to realise anticipated benefits for South32
k) Third party consents required as part of the Demerger may not be obtained
l) Potential for delays, unexpected costs or other issues in establishing South32 as a stand-alone legal entity
m) Breaches of South32’s information technology security processes may adversely impact South32’s business activities
n) Failure to retain and attract key employees to South32 may impact on operations and financial results
Business Risks
a) Failure to maintain, realise or enhance existing reserves, discover new reserves or develop new operations could negatively affect South32’s future results and financial condition
b) Increased costs or schedule delays may adversely affect South32’s development projects
KEY RISKS MARCH 2015
SLIDE 82

KEY RISKS
SOUTH32
Financial Risks
a) If South32’s liquidity and cash flow deteriorate, it could adversely affect its access to capital and ability to operate existing assets or fund major capital programs
b) Closure and rehabilitation costs require significant judgements and estimates and are therefore subject to change
c) South32 may not recover its investments in mining assets, which may require financial write-downs
d) The commercial counterparties South32 transacts with may not meet their obligations, which may negatively impact South32’s results
e) South32 may be subject to restrictions on its ability to pay dividends or extract capital out of certain jurisdictions
f) South32’s insurance coverage may be inadequate to respond to significant events, causing disruptions to its activities or financial loss
Sustainability Risks
a) Impacts, incidents or accidents and related regulations may adversely affect South32’s people, operations, reputation or licence to operate or the environment
b) Climate change and greenhouse gas effects may adversely impact South32’s operations and markets
General Risks Relating to the South32 shares
a) The price of South32 shares may be subject to broader share market conditions
b) Future share issues by South32 may dilute existing South32 Shareholders or cause volatility in the price of South32 shares
c) Exchange rate fluctuations may adversely affect the foreign currency value of South32 shares and any dividend
d) The rights afforded to South32 Shareholders are governed principally by Australian law. Not all rights available to shareholders under the laws of South Africa, the United Kingdom and the United States will be available to South32 Shareholders
e) Foreign investors may find it difficult to enforce foreign judgements obtained against South32 and the South32 Directors
See South32 Listing Documents for more detail
KEY RISKS
MARCH 2015
SLIDE 83

SOUTH32

SIGNATURES

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

|  |  |  |  |  | BHP Billiton Limited and BHP Billiton Plc
Date: March 17, 2015 |  |  |  | By: |  | /s/ Rachel Agnew
|  |  |  | Name: |  | Rachel Agnew
|  |  |  | Title: |  | Company Secretary