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REG - South32 Limited - Financial Results & Outlook Half Year 31 Dec 2016 <Origin Href="QuoteRef">S32.AX</Origin> - Part 3

- Part 3: For the preceding part double click  ID:nRSP0230Xb 

products(2)                                    -                -                       -                -               -                         -                             -                       -                          -             -           11                                        -                        11      
 Share of profit/(loss) of equity accounted investments(3)  -                -                       -                -               (1)                       -                             -                       -                          -             -           -                                         162                      161     
 Underlying EBIT                                            26               90                      25               10              128                       109                           207                     46                         (4)           165         (20)                                      (91)                     691     
 Net finance cost                                                                                                                                                                                                                                                                                                                             (71)    
 Income tax (expense)/benefit                                                                                                                                                                                                                                                                                                                 (141)   
 Underlying earnings from continuing operations                                                                                                                                                                                                                                                                                               479     
 Earnings adjustments(4)                                                                                                                                                                                                                                                                                                                      141     
 Profit/(loss) after tax                                                                                                                                                                                                                                                                                                                      620     
 Capital expenditure(5)                                     19               6                       3                13              27                        54                            15                      4                          4             18          6                                         (19)                     150     
 Equity accounted investments(6)                            -                -                       -                -               12                        -                             -                       -                          -             -           -                                         702                      714     
 Total assets(6)                                            3,613            1,495                   651              855             810                       1,728                         601                     551                        831           381         3,257                                     (650)                    14,123  
 Total liabilities(6)                                       427              252                     90               193             891                       214                           244                     214                        184           154         1,907                                     (648)                    4,122   
 
 
(1)   The segment information reflects South32's interest in the manganese
operations and is presented on a proportional consolidation basis, which is
the measure used by South32's management to assess their performance. The
manganese operations are equity accounted in the consolidated financial
statements. The statutory adjustment column reconciles the proportional
consolidation to the equity accounting position. 
 
(2)   Third party products sold comprise US$135 million for aluminium, US$56
million for alumina, US$73 million for coal, US$47 million for freight
services and US$37 million for aluminium raw materials. Underlying EBIT on
third party products comprise US$6 million for aluminium, (US$4) million for
alumina, US$9 million for coal, nil for freight services and nil for aluminium
raw materials. 
 
(3)   Share of profit/(loss) of equity accounted investments includes the
impacts of earnings adjustments to Underlying EBIT. 
 
(4)   Refer to note 3(ii) Earnings adjustments. 
 
(5)   Capital expenditure excludes the purchase of intangibles and capitalised
exploration expenditure. 
 
(6)   Total segment assets and liabilities for each operating segment
represent operating assets and liabilities which predominately exclude the
carrying amount of equity accounted investments, cash, interest bearing
liabilities and tax balances. 
 
NOTES TO FINANCIAL STATEMENTS - RESULTS FOR THE PERIOD 
 
3.    Segment information (continued) 
 
 Half year ended31 December 2015 US$M                       Worsley Alumina  South Africa Aluminium  Mozal Aluminium  Brazil Alumina  South Africa Energy Coal  Illawarra Metallurgical Coal  Australia Manganese(1)  South Africa Manganese(1)  Cerro Matoso  Cannington  Group and unallocated items/ elimination  Statutory adjustment(1)  Group    
 Revenue                                                                                                                                                                                                                                                                                                                                               
 Group production                                           286              596                     208              186             542                       284                           226                     110                        166           423         -                                         (336)                    2,691    
 Third party products(2)                                    -                -                       -                -               -                         -                             -                       -                          -             -           291                                       (1)                      290      
 Inter-segment revenue                                      254              -                       -                -               -                         -                             -                       4                          -             -           (254)                                     (4)                      -        
 Total revenue                                              540              596                     208              186             542                       284                           226                     114                        166           423         37                                        (341)                    2,981    
                                                                                                                                                                                                                                                                                                                                                       
 Underlying EBITDA                                          108              53                      8                110             116                       50                            72                      (28)                       (5)           181         (19)                                      (104)                    542      
 Depreciation and amortisation                              (75)             (32)                    (18)             (36)            (70)                      (87)                          (62)                    (23)                       (43)          (28)        (12)                                      85                       (401)    
 Underlying EBIT                                            33               21                      (10)             74              46                        (37)                          10                      (51)                       (48)          153         (31)                                      (19)                     141      
 Comprising:                                                                                                                                                                                                                                                                                                                                           
 Group Production                                           33               21                      (10)             74              44                        (37)                          10                      (51)                       (48)          153         (31)                                      41                       199      
 Third party products(2)                                    -                -                       -                -               -                         -                             -                       -                          -             -           -                                         -                        -        
 Share of profit/(loss) of equity accounted investments(3)  -                -                       -                -               2                         -                             -                       -                          -             -           -                                         (60)                     (58)     
 Underlying EBIT                                            33               21                      (10)             74              46                        (37)                          10                      (51)                       (48)          153         (31)                                      (19)                     141      
 Net finance cost                                                                                                                                                                                                                                                                                                                             (71)     
 Income tax (expense)/benefit                                                                                                                                                                                                                                                                                                                 (44)     
 Underlying earnings from continuing operations                                                                                                                                                                                                                                                                                               26       
 Earnings adjustments(4)                                                                                                                                                                                                                                                                                                                      (1,775)  
 Profit/(loss) after tax                                                                                                                                                                                                                                                                                                                      (1,749)  
 Capital expenditure(5)                                     22               8                       5                9               42                        111                           41                      7                          12            15          13                                        (48)                     237      
 Equity accounted investments(6)                            -                -                       -                -               13                        -                             -                       -                          -             -           -                                         557                      570      
 Total assets(6)                                            3,647            1,334                   656              874             728                       1,745                         577                     517                        889           401         2,654                                     (648)                    13,374   
 Total liabilities(6)                                       439              275                     91               167             827                       229                           236                     175                        206           159         1,796                                     (648)                    3,952    
 
 
(1)   The segment information reflects South32's interest in the manganese
operations and is presented on a proportional consolidation basis, which is
the measure used by South32's management to assess their performance. The
manganese operations are equity accounted in the consolidated financial
statements. The statutory adjustment column reconciles the proportional
consolidation to the equity accounting position. 
 
(2)   Third party products sold comprise US$138 million for aluminium, US$11
million for alumina, US$28 million for coal, US$50 million for freight
services and US$63 million for aluminium raw materials. Underlying EBIT on
third party products comprise (US$1) million for aluminium, (US$1) million for
alumina, US$1 million for coal, US$1 million for freight services and nil for
aluminium raw materials. 
 
(3)   Share of profit/(loss) of equity accounted investments includes the
impacts of earnings adjustments to Underlying EBIT. 
 
(4)   Refer to note 3(ii) Earnings adjustments. 
 
(5)   Capital expenditure excludes the purchase of intangibles and capitalised
exploration expenditure. 
 
(6)   Total segment assets and liabilities for each reporting segment are as
at 30 June 2016 and represent operating assets and liabilities which
predominately exclude the carrying amount of equity accounted investments,
cash, interest bearing liabilities and tax balances. 
 
NOTES TO FINANCIAL STATEMENTS - RESULTS FOR THE PERIOD 
 
3.    Segment information (continued) 
 
(ii)    Earnings adjustments 
 
The following table shows earnings adjustments in determining Underlying
earnings: 
 
 US$M                                                                               H1 FY17  H1 FY16  
 Adjustments to Underlying EBIT                                                                       
 Significant items                                                                  -        92       
 Exchange rate (gains)/losses on restatement of monetary items(1)                   20       (87)     
 Impairment losses(1)(2)                                                            4        1,384    
 Fair value (gains)/losses on derivative instruments(1)                             (189)    36       
 Major corporate restructures(1)                                                    2        5        
 Impairment losses included in profit/(loss) of equity accounted investments(3)     -        287      
 Earnings adjustments included in profit/(loss) of equity accounted investments(3)  (3)      11       
 Total adjustments to Underlying EBIT                                               (166)    1,728    
 Adjustments to net finance cost                                                                      
 Exchange rate variations on net debt                                               (11)     (26)     
 Total adjustments to net finance cost                                              (11)     (26)     
 Adjustments to income tax expense                                                                    
 Significant items                                                                  -        39       
 Tax effect of earnings adjustments to Underlying EBIT                              45       (152)    
 Tax effect of earnings adjustments to net finance cost                             4        8        
 Exchange rate variations on tax balances                                           (13)     178      
 Total adjustments to income tax expense                                            36       73       
 Total earnings adjustments                                                         (141)    1,775    
 
 
(1)   Recognised in expenses excluding net finance cost in the consolidated
income statement. 
 
(2)   In the half year ended 31 December 2015, the South32 Group recognised
impairments as a result of significant and continuing weakening of commodity
markets. For detailed disclosure of the impairments refer to the financial
statements released for the period ending 31 December 2015. 
 
(3)   Recognised in share of profit/(loss) of equity accounted investments in
the consolidated income statement. 
 
NOTES TO FINANCIAL STATEMENTS - RESULTS FOR THE PERIOD 
 
4.    Dividends 
 
 US$M                                                   H1 FY17  H1 FY16  
 Final unfranked dividend(1)                            53       -        
 Total dividends declared and paid during the period    53       -        
 
 
(1)   On 25 August 2016, the Directors resolved to pay an unfranked final
dividend of US 1 cent per share in respect of the 2016 financial year. The
dividend was paid on 6 October 2016. 
 
5.    Earnings per share 
 
Basic earnings per share (EPS) amounts are calculated based on profit
attributable to equity holders of South32 Limited and the weighted average
number of shares outstanding during the period. 
 
Dilutive EPS amounts are calculated based on profit attributable to equity
holders of South32 Limited and the weighted average number of shares
outstanding after adjustment for the effects of all dilutive potential
shares. 
 
The following reflects the profit/(loss) and share data used in the basic and
diluted EPS computations: 
 
 Profit/(loss) attributable to equity holders                                                             
 US$M                                                                                   H1 FY17  H1 FY16  
 Profit/(loss) attributable to equity holders of South32 Limited (basic)                620      (1,749)  
 Profit/(loss) attributable to equity holders of South32 Limited (diluted)              620      (1,749)  
                                                                                                          
 Weighted average number of shares                                                                        
 Million                                                                                H1 FY17  H1 FY16  
 Basic earnings per share denominator(1)                                                5,319    5,324    
 Shares and options contingently issuable under employee share ownership plans(2)(3)    55       -        
 Diluted earnings per share denominator                                                 5,374    5,324    
 
 
(1)   The basic EPS denominator is the aggregate of the weighted average
number of shares after deduction of the weighted average number of Treasury
shares outstanding during the period. 
 
(2)   Included in the calculation of diluted EPS are shares contingently
issuable under employee share ownership plans. 
 
(3)   Diluted EPS calculation excludes 15,371,165 (31 December 2015:
78,949,327) rights which are considered anti-dilutive and are subject to
service and performance conditions. 
 
 Earnings per share                                              
 US cents                                      H1 FY17  H1 FY16  
 Earnings per share - continuing operations                      
 Basic earnings per share                      11.7     (32.9)   
 Diluted earnings per share                    11.5     (32.9)   
 
 
NOTES TO FINANCIAL STATEMENTS - CAPITAL STRUCTURE AND FINANCING 
 
6.    Net finance cost 
 
 US$M                                                       H1 FY17  H1 FY16  
 Finance expenses                                                             
 Interest on borrowings                                     8        5        
 Finance lease interest                                     26       25       
 Discounting on provisions and other liabilities            48       49       
 Net interest expense on post-retirement employee benefits  5        4        
 Fair value change on financial asset                       1        -        
 Exchange rate variations on net debt                       (11)     (26)     
                                                            77       57       
 Finance income                                                               
 Interest income                                            17       12       
 Net finance cost                                           60       45       
 
 
7.    Financial assets and financial liabilities 
 
The following table presents the South32 Group's financial assets and
liabilities by class at their carrying amounts which approximates their fair
value: 
 
 31 December 2016US$M                   Loans and receivables  Available for sale securities  Held at fair value through profit or loss  Other financial assets and liabilities at amortised cost  Total  
 Financial assets                                                                                                                                                                                         
 Cash and cash equivalents              1,901                  -                              -                                          -                                                         1,901  
 Trade and other receivables(1)         663                    -                              47                                         -                                                         710    
 Derivative contracts                   -                      -                              206                                        -                                                         206    
 Loans to equity accounted investments  266                    -                              -                                          -                                                         266    
 Interest bearing loans receivable      43                     -                              -                                          -                                                         43     
 Other investments                      -                      261                            -                                          -                                                         261    
 Total                                  2,873                  261                            253                                        -                                                         3,387  
 Financial liabilities                                                                                                                                                                                    
 Trade and other payables(2)            -                      -                              8                                          639                                                       647    
 Derivative contracts                   -                      -                              6                                          -                                                         6      
 Finance leases                         -                      -                              -                                          581                                                       581    
 Unsecured other                        -                      -                              -                                          461                                                       461    
 Total                                  -                      -                              14                                         1,681                                                     1,695  
 
 
(1)   Excludes input taxes of US$126 million included in trade and other
receivables. 
 
(2)   Excludes input taxes of US$40 million included in trade and other
payables. 
 
NOTES TO FINANCIAL STATEMENTS - CAPITAL STRUCTURE AND FINANCING 
 
7.    Financial assets and financial liabilities (continued) 
 
 30 June 2016US$M                       Loans and receivables  Available for sale securities  Held at fair value through profit or loss  Other financial assets and liabilities at amortised cost  Total  
 Financial assets                                                                                                                                                                                         
 Cash and cash equivalents              1,225                  -                              -                                          -                                                         1,225  
 Trade and other receivables(1)         493                    -                              58                                         -                                                         551    
 Derivative contracts                   -                      -                              33                                         -                                                         33     
 Loans to equity accounted investments  352                    -                              -                                          -                                                         352    
 Interest bearing loans receivable      41                     -                              -                                          -                                                         41     
 Other investments                      -                      259                            -                                          -                                                         259    
 Total                                  2,111                  259                            91                                         -                                                         2,461  
 Financial liabilities                                                                                                                                                                                    
 Trade and other payables(2)            -                      -                              6                                          642                                                       648    
 Derivative contracts                   -                      -                              17                                         -                                                         17     
 Finance leases                         -                      -                              -                                          602                                                       602    
 Unsecured other                        -                      -                              -                                          311                                                       311    
 Total                                  -                      -                              23                                         1,555                                                     1,578  
 
 
(1)   Excludes input taxes of US$119 million included in trade and other
receivables. 
 
(2)   Excludes input taxes of US$33 million included in trade and other
payables. 
 
Measurement of fair value 
 
The following table shows the South32 Group's financial assets and liabilities
carried at fair value with reference to the nature of valuation inputs used: 
 
Level 1 - Valuation is based on unadjusted quoted prices in active markets for
identical financial assets and liabilities. 
 
Level 2 - Valuation is based on inputs (other than quoted prices included in
Level 1) that are observable for the financial asset or liability, either
directly (i.e. as unquoted prices) or indirectly (i.e. derived from prices). 
 
Level 3 - Valuation is based on inputs that are not based on observable market
data. 
 
 31 December 2016US$M              Level 1  Level 2  Level 3  Total  
 Financial assets and liabilities                                    
 Trade and other receivables       -        47       -        47     
 Trade and other payables          -        (8)      -        (8)    
 Derivative contracts              -        (6)      206      200    
 Investments - available for sale  -        126      135      261    
 Total                             -        159      341      500    
 
 
NOTES TO FINANCIAL STATEMENTS - CAPITAL STRUCTURE AND FINANCING 
 
7.    Financial assets and financial liabilities (continued) 
 
Level 3 financial assets and liabilities 
 
The following table shows the movements in the South32 Group's Level 3
financial assets and liabilities: 
 
 US$M                                                                                H1 FY17  H1 FY16  
 As at the beginning of the period                                                   161      296      
 Unrealised gains/(losses) recognised in the consolidated income statement(1)        189      (65)     
 Unrealised gains/(losses) recognised in consolidated other comprehensive income(2)  (9)      (16)     
 At the end of the period                                                            341      215      
 
 
(1)   Unrealised gains and losses recognised in the consolidated income
statement are recorded in expenses excluding net finance cost. 
 
(2)   Unrealised gains and losses recognised in consolidated other
comprehensive income are recorded in the financial assets reserve. 
 
Sensitivity analysis 
 
The carrying amount of financial assets and liabilities that are valued using
inputs other than observable market data are calculated using valuation
models, including discounted cash flow modelling, with significant inputs as
listed below. The potential effect of using reasonably possible alternative
assumptions in these models, based on a change in the most significant inputs
by 10 per cent while holding all other variables constant, is shown in the
following table. 
 
 31 December 2016                                                                                                         Profit before tax      Equity                 
 US$M                                    Carrying amount  Significant inputs                                              10% increase in input  10% decrease in input  10% increase in input  10% decrease in input  
 Financial assets and liabilities                                                                                                                                                                                     
 Derivative contracts(1)                 206              Aluminium price(2)Foreign exchange rate(2)Electricity price(3)  (187)                  176                    (135)                  127                    
 Investments - available for sale(1)(4)  135              Aluminium price(2)Foreign exchange rate(2)                      -                      -                      48                     (52)                   
 Total                                   341                                                                              (187)                  176                    (87)                   75                     
 
 
(1)   Sensitivity analysis is performed assuming all inputs are directionally
moving unfavourably and favourably. 
 
(2)   Aluminium prices are comparable to market consensus forecast and foreign
exchange rates are aligned with forward market rates. 
 
(3)   Electricity prices are determined as a market equivalent price based on
inputs from published data. 
 
(4)   When a decrease in fair value recognised in equity reflects an
impairment, such amounts are recognised in profit before tax. 
 
NOTES TO FINANCIAL STATEMENTS - OTHER NOTES 
 
8.    Subsequent events 
 
On 3 November 2016 the South32 Group announced that it had entered into a
binding agreement to acquire the Metropolitan Colliery and its associated
16.67% interest in the Port Kembla Coal Terminal from an Australian subsidiary
of Peabody Energy Corporation. The offer includes a cash consideration of
US$200 million plus a contingent consideration whereby both companies share
commodity price upside in the first year of production or on a minimum of
1.3Mt, should metallurgical coal prices exceed an agreed forward curve. The
agreement is subject to approval by the Australian Competition and Consumer
Commission. 
 
On 16 February 2017, the Directors resolved to pay an unfranked interim
dividend of US 3.6 cents per share (US$192 million) in respect of the 2017
half year. The dividend will be paid on 6 April 2017. The dividend has not
been provided for in the half year financial statements and will be recognised
in the financial statements for the 2017 financial year. 
 
No other matters or circumstances have arisen since the end of the half year
that have significantly affected, or may significantly affect, the operations,
results of operations or state of affairs of the South32 Group in subsequent
accounting periods. 
 
DIRECTORS' DECLARATION 
 
In accordance with a resolution of the directors of South32 Limited, we state
that: 
 
In the opinion of the directors: 
 
(a)   The consolidated financial statements and notes that are set out on
pages 29 to 45 for the half year ended 31 December 2016 are in accordance with
the Corporations Act 2001, including: 
 
(i)      Giving a true and fair view of South32 Limited's financial position
as at 31 December 2016 and of its performance for the half year ended on that
date; and 
 
(ii)     Complying with Australian Accounting Standard AASB 134 Interim
Financial Reporting and Corporations Regulations 2001. 
 
(b)   There are reasonable grounds to believe that South32 Limited will be
able to pay its debts as and when they become due and payable. 
 
Signed in accordance with a resolution of the Board of Directors. 
 
David Crawford AO 
 
Chairman 
 
Graham Kerr 
 
Chief Executive Officer and Managing Director 
 
Dated 16 February 2017 
 
DIRECTORS' REPORT 
 
The directors of South32 Limited present the consolidated financial report for
the half year ended 31 December 2016 and the auditor's review report thereon. 
 
Directors 
 
The directors of the Company during or since the end of the half year are: 
 
David Crawford AO 
 
Graham Kerr 
 
Frank Cooper AO 
 
Peter Kukielski 
 
Xolani Mkhwanazi 
 
Ntombifuthi (Futhi) Mtoba 
 
Wayne Osborn 
 
Keith Rumble 
 
The company secretaries of the Company during or since the end of the half
year are: 
 
Nicole Duncan 
 
Melanie Williams (appointed 9 August 2016) 
 
Review and results of operations 
 
A review of the operations of the consolidated entity during the period and of
the results of those operations is contained on pages 3 to 28. 
 
Principal risks and uncertainties 
 
Due to the international scope of South32's operations and the industries in
which it is engaged there are a number of risk factors and uncertainties which
could have an effect on South32's results and operations for the remaining six
months of the financial year. 
 
Significant external, operational, sustainability and financial risks that
could impact South32's performance include: 
 
·      Fluctuations in commodity prices, exchange rates, interest rates and
global economy; 
 
·      Actions by governments, political events or tax authorities; 
 
·      Cost inflation and labour disputes could impact operating margins and
expansion plans; 
 
·      Access to water and power; 
 
·      We may be subject to regulations in relation to dividend payments or
capital returns; 
 
·      Regulatory risks of climate change; 
 
·      Risk to commodity portfolio from climate change; 
 
·      Access to infrastructure; 
 
·      Failure to maintain, realise or enhance existing reserves; 
 
·      Support of the local communities in which businesses are located; 
 
·      Health and safety impacts in respect of our activities; 
 
·      Environmental risks in respect of activities including water and waste
water management; 
 
·      Deterioration in liquidity and cash flow; 
 
·      Unexpected operational or natural catastrophes; 
 
·      Commercial counterparties that we transact with may not meet their
obligations; 
 
·      Risks of fraud and corruption; 
 
·      Breaches of information technology security processes; and 
 
·      Failure to retain and attract employees. 
 
Further information on these risks and how they are managed can be found on
pages 37 to 42 of the Annual Report for the year ended 30 June 2016, a copy of
which is available on South32's website at www.south32.net. 
 
DIRECTORS' REPORT 
 
Events subsequent to the balance date 
 
On 3 November 2016 the South32 Group announced that it had entered into a
binding agreement to acquire the Metropolitan Colliery and its associated
16.67% interest in the Port Kembla Coal Terminal from an Australian subsidiary
of Peabody Energy Corporation. The offer includes a cash consideration of
US$200 million plus a contingent consideration whereby both companies share
commodity price upside in the first year of production or on a minimum of
1.3Mt, should metallurgical coal prices exceed an agreed forward curve. The
agreement is subject to approval by the Australian Competition and Consumer
Commission. 
 
On 16 February 2017, the Directors resolved to pay an unfranked interim
dividend of US 3.6 cents per share (US$192 million) in respect of the 2017
half year. The dividend will be paid on 6 April 2017. The dividend has not
been provided for in the half year financial statements and will be recognised
in the financial statements for the 2017 financial year. 
 
The Directors are not aware of any other matters or circumstance that have
arisen since the end of the half year that have significantly affected, or may
significantly affect, the operations, the results of operations or state of
affairs of the South32 Group in subsequent accounting periods. 
 
UK responsibility statements 
 
The Directors state that to the best of their knowledge: 
 
·      The Financial Results and Outlook on pages 3 to 28, includes a fair
review of important events during the first six months of the current
financial year and their impact on the half year financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the year; and 
 
·      That disclosure has been made for related party transactions that have
taken place in the first six months of the current financial year and that
have materially affected the financial position or performance of the South32
Group during that period, and any changes in the related party transactions
described in the last annual report that could have such a material effect. 
 
Lead auditor's independence declaration 
 
A copy of the lead auditor's independence declaration as required under
Section 307C of the Corporations Act 2001 is set out on page 49. 
 
Rounding 
 
The amounts shown in this report and in the financial statements have been
rounded to the nearest million dollars (US$M or US$ million) unless otherwise
stated, in accordance with Australian Securities and Investments Commission
(ASIC) Corporations (Rounding in Financial / Directors' Reports) Instrument
2016/191. 
 
Signed in accordance with a resolution of the Board of Directors. 
 
David Crawford AO 
 
Chairman 
 
Graham Kerr 
 
Chief Executive Officer and Managing Director 
 
Dated 16 February 2017 
 
Lead Auditor's Independence Declaration under Section 307C of the Corporations
Act 2001 
 
To: the directors of South32 Limited 
 
I declare that, to the best of my knowledge and belief, in relation to the
review for the half-year ended 31 December 2016 there have been: 
 
(i)       no contraventions of the auditor independence requirements as set
out in the Corporations Act 2001 in relation to the review; and 
 
(ii)      no contraventions of any applicable code of professional conduct in
relation to the review. 
 
KPMG 
 
Denise McComish 
 
Partner 
 
Perth 
 
16 February 2017 
 
 Independent Auditor's Review ReportTo the shareholders of South32 Limited:  
 
 
 Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the Half-year Financial Statements of South32 Limited is not in accordance with the Corporations Act 2001, including: i)    giving a true and fair view of the Group's financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and ii)    complying with Australian Accounting Standard AASB 134Interim Financial Reporting and the Corporations Regulations 2001.  We have reviewed the accompanying Half-year Financial Statements of South32 Limited.The Half-year Financial Statements comprises: ·   the consolidated balance sheet as at 31 December 2016·   consolidated income statement and consolidated statement of      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the half-year ended on that date·   notes 1 to 8 comprising a summary of significant accounting policies and other explanatory information·   the    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Directors' Declaration. The Group comprises South32 Limited (the Company) and the entities it controlled at the half-year's end or from time to time during the half-year.                                                                                      
 
 
 Responsibilities of the Directors for the Half-year Financial Statements                                                                                                                                                                                                                                                                                                                                                                           
 The Directors of the Company are responsible for: ·    the preparation of the Half-year Financial Statements that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and ·    for such internal control as the Directors determine is necessary to enable the preparation of the Half-year Financial Statements that is free from material misstatement, whether due to fraud or error.  
 
 
 Auditor's responsibility for the review of the Half-year Financial StatementsOur responsibility is to express a conclusion on the Half-year Financial Statements based on our review. We conducted our review in accordance with Auditing Standard on Review    
 Engagements ASRE 2410Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the Half-year Financial 
 Statements are not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group's financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Australian         
 Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As auditor of South32 Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of 
 half-year financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in     
 accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.  Independence 
 In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.                                                                                                                                                     
 KPMG                                                                                                                                                                                                                                                              
 Denise McComishPartner                                                                                                                                                                                                                                            
 Perth                                                                                                                                                                                                                                                             
 16 February 2017                                                                                                                                                                                                                                                  
 
 
disclaimer 
 
FORWARD LOOKING STATEMENTS 
 
This release contains forward-looking statements, including statements about
trends in commodity prices and currency exchange rates; demand for
commodities; production forecasts; plans, strategies and objectives of
management; capital costs and scheduling; operating costs; anticipated
productive lives of projects, mines and facilities; and provisions and
contingent liabilities. These forward-looking statements reflect expectations
at the date of this release, however they are not guarantees or predictions of
future performance. They 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 release. Readers are cautioned not to put undue reliance on
forward-looking statements. Except as required by applicable laws or
regulations, the South32 Group does not undertake to publicly update or review
any forward looking statements, whether as a result of new information or
future events. Past performance cannot be relied on as a guide to future
performance. 
 
NON-IFRS FINANCIAL INFORMATION 
 
This release includes certain non-IFRS financial measures, including
Underlying earnings, Underlying EBIT and Underlying EBITDA, Underlying basic
earnings per share, Underlying effective tax rate, Underlying EBIT margin,
Underlying EBITDA margin, Underlying return on capital, Free cash flow, net
debt, net operating assets and ROIC. These measures are used internally by
management to assess the performance of our business, make decisions on the
allocation of our 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. 
 
NO OFFER OF SECURITIES 
 
Nothing in this release should be read or understood as an offer or
recommendation to buy or sell South32 securities, or be treated or relied upon
as a recommendation or advice by South32. 
 
NO FINANCIAL OR INVESTMENT ADVICE - SOUTH AFRICA 
 
South32 does 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. 
 
FURTHER INFORMATION 
 
 INVESTOR RELATIONS                                                                   
 Alex VolanteT     +61 8 9324 9029M    +61 403 328 408E     Alex.Volante@south32.net  Rob WardT     +61 8 9324 9340M    +61 431 596 831E Robert.Ward@south32.net     
 MEDIA RELATIONS                                                                      
 Diana Wearing Smith                                                                  James Clothier                                                                 
 T     +61 8 9324 9198M    +61 436 482 290E     Diana.Smith@south32.net               T     +61 8 9324 9697M    +61 413 319 031E      James.Clothier@south32.net     
                                                                                      
                                                                                                                                                                       
 
 
Further information on South32 can be found at www.south32.net. 
 
South32 Limited (ABN 84 093 732 597)
Registered in Australia 
 
(Incorporated in Australia under the Corporations Act 2001)
Registered Office: Level 35, 108 St Georges Terrace
Perth Western Australia 6000 Australia 
 
ISIN: AU000000S320 
 
JSE Sponsor: UBS South Africa (Pty) Ltd
16 February 2017 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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