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Exxaro Resources Limited - Notice Of Annual General Meeting, Change Statement And Abridged Annual Financial Statements

Release Date: 25/04/2014 09:00:00      Code(s): EXX     
Exxaro Resources Limited
(Incorporated in the Republic of South Africa) 
Registration Number: 2000/011076/06
JSE share code: EXX 
ISIN: ZAE000084992
ADR code: EXXAY
(Exxaro or the company)

Notice of annual general meeting, change statement and abridged annual 
financial statements

Notice of annual general meeting
Shareholders are hereby advised that the annual integrated report for the 
year ended 31 December 2013 (which includes the summarised group annual 
financial statements) was distributed today. The annual integrated report 
incorporates the notice of the 13th annual general meeting of Exxaro 
shareholders to be held at the Exxaro Corporate Centre, Roger Dyason Road, 
Pretoria West, South Africa, at 10:00 on Tuesday, 27 May 2014 to consider, 
and if deemed fit, pass with or without modification, the resolutions as 
set out in the notice.

The audited group annual financial statements for the year ended 
31 December 2013 are available on the Exxaro website (www.exxaro.com) from 
today.

The board of directors of the company has determined, in accordance with 
section 59(1)(a) and (b) of the Companies Act No 71 of 2008, as amended 
(Companies Act), that the record date for shareholders to receive notice 
of the annual general meeting (the notice record date) was Thursday, 
17 April 2014, and the record date for shareholders to be recorded as such in 
the shareholders? register, maintained by the transfer secretaries of the 
company, to be able to attend, participate in and vote at the annual 
general meeting (the voting record date) is Friday, 16 May 2014. Therefore 
the last day to trade in the company?s shares on the JSE to be recorded in 
the share register on the voting record date is Friday, 9 May 2014.

Change statement
Shareholders are referred to the release on SENS of Exxaro?s reviewed 
condensed group annual financial statements for the year ended 
31 December 2013 issued on 06 March 2014 (the provisional results).

The abridged annual financial statements for the year ended 31 December
2013, released on SENS together with this notice today, and the annual 
financial statements for the year ended 31 December 2013 contain a change 
(adjustment) from the provisional results.

The change relates to the completion of the equity accounting of an 
associate (Tronox Limited). The adjustment reflects the exchange rate 
impact of translating the net assets of a foreign associate, Tronox 
Limited, which has a functional currency of US Dollars, to South African
Rands. As a result of the adjustment, the group?s total equity (foreign 
currency translation reserve) and total assets (investment in associate) 
increased by R2 220 million, respectively.

There was no change to the reported profit for the year which is presented 
in the statement of comprehensive income and there were no changes to the 
statement of cash flows. The group?s headline earnings per share and 
attributable earnings per share as reported on 06 March 2014 are not
impacted by the adjustment.

PricewaterhouseCoopers Incorporated audited the group annual financial 
statements as well as the summarised group annual financial statements and 
their unqualified reports are available for inspection at the registered 
office of the company.

Summarised group annual financial statements

Audited group statement of comprehensive income for the year ended 
31 December

                                                         2013       2012
                                                           Rm         Rm
Revenue                                                13 568     12 229
Operating expenses                                    (12 719)   (10 885)
Other income                                            1 594        352
Gains on disposal of non-core assets                                  42
Net operating profit (note 3)                           2 443      1 738
Interest income                                            81        138
Interest expense                                         (367)      (325)
Income from investments                                    12          3
Share of income from equity-accounted investments       3 631      3 602
Profit before tax                                       5 800      5 156
Income tax expense                                       (645)      (537) 
Profit for the year from continuing operations          5 155      4 619
Profit for the year from discontinued operations
(note 4)                                                1 049      5 028
Profit for the year                                     6 204      9 647
Other comprehensive income/(loss), net of tax           2 640         68
Items that will not be reclassified to profit or
loss:                                                     150       (181)
? Share of comprehensive income/(loss) of equity-
accounted associates and joint ventures                   150       (181) 
Items that may be subsequently reclassified to
profit or loss:                                         2 490        249
? Unrealised foreign exchange gains/(losses) on
translating foreign operations                            537        (33)
? Revaluation of available-for-sale financial
assets                                                    100
? Cash flow hedges                                                   (21)
? Share of comprehensive income of equity-
accounted associates and joint ventures                 1 853        303
Total comprehensive income for the year                 8 844      9 715
Profit/(loss) attributable to:
Owners of the parent                                    6 217      9 677
? continuing operations                                 5 168      4 634
? discontinued operations                               1 049      5 043
Non-controlling interests                                 (13)       (30)
? continuing operations                                   (13)       (15)
? discontinued operations                                            (15) 
Profit for the year                                     6 204      9 647
Total comprehensive income/(loss) attributable to:
Owners of the parent                                    8 854      9 745
? continuing operations                                 7 805      5 706
? discontinued operations                               1 049      4 039
Non-controlling interests                                 (10)       (30)
? continuing operations                                   (10)       (15)
? discontinued operations                                            (15) 
Total comprehensive income for the year                 8 844      9 715
Aggregate attributable earnings per share:
aggregate (cents)
? basic                                                 1 751      2 734
? diluted                                               1 746      2 726
Attributable earnings per share: continuing
operations (cents)
? basic                                                 1 456      1 309
? diluted                                               1 452      1 305
Attributable earnings per share: discontinued
operations (cents)
? basic                                                   295      1 425
? diluted                                                 294      1 421

Audited reconciliation of group headline earnings for the year ended 
31 December
                                                   Gross    Tax        Net
                                                      Rm     Rm         Rm
2013
Profit attributable to owners of the parent                        6 217
Adjusted for:
? IFRS 10 Gains on Disposal of Subsidiary           (964)           (964)
? IAS 16 Net Losses or Gains on Disposal
of Property, Plant and Equipment                       9     (4)       5
? IAS 28 Loss on Dilution of Investment in
Associates                                            12              12
? IAS 28 Share of Associates? Separate
Identifiable Remeasurements                         (114)     2     (112)
? IAS 36 Impairment of Property, Plant and
Equipment                                            292    (11)     281
? IAS 36 Reversal of Impairment of Property,
Plant and Equipment                                 (247)           (247)
? IAS 38 Loss on the Scrapping of Intangible
Assets                                                 2               2
Headline earnings                                 (1 010)   (13)   5 194
? continuing operations                                            5 218
? discontinued operations                                            (24)
2012
Profit attributable to owners of the parent                        9 677
Adjusted for:
? IFRS 10 Gains on Disposal of Subsidiaries
and Non-core Assets                               (4 034)         (4 034)
? IAS 16 Net Gains and Losses on Disposal
of Property, Plant and Equipment                     (65)     4      (61)
? IAS 28 Excess of Fair Value Over Cost of
Investment in Associate                             (470)           (470)
? IAS 28 Share of Associates? Gains or Losses
on Disposal of Property, Plant and Equipment          (4)     1       (3)
? IAS 36 Reversal of Impairment of Property,
Plant and Equipment                                 (103)    29      (74)
? IAS 38 Gains on Disposal of Intangible Assets      (77)            (77) 
Headline earnings                                 (4 753)    34    4 958
? continuing operations                                            3 999
? discontinued operations                                            959

Headline earnings per share: aggregate (cents)
                                                           2013     2012
? basic                                                   1 463    1 401
? diluted                                                 1 459    1 397
Headline earnings per share: continuing operations
(cents)
? basic                                                   1 470    1 130
? diluted                                                 1 466    1 127
Headline (loss)/earnings per share: discontinued 
operations (cents)
? basic                                                      (7)     271
? diluted                                                    (7)     270

Audited group statement of financial position at 31 December

                                                           2013     2012
                                                             Rm       Rm
Assets
Non-current assets                                       44 681   37 445
Property, plant and equipment                            20 342   15 881
Biological assets                                            72       55
Intangible assets                                         1 176      962
Investments in associates                                19 207   17 154
Investments in joint ventures                               861      425
Deferred tax                                                366      241
Financial assets                                          2 657    2 727
Current assets                                            4 483    4 972
Inventories                                                 938      776
Trade and other receivables                               2 434    2 642
Current tax receivable                                       82      190
Cash and cash equivalents                                 1 029    1 364
Non-current assets held-for-sale                            342
Total assets                                             49 506   42 417
Equity and liabilities
Capital and other components of equity
Share capital                                             2 396    2 374
Other components of equity                                4 234    1 636
Retained earnings                                        29 668   24 784
Equity attributable to owners of the parent              36 298   28 794
Non-controlling interests                                   (26)      12
Total equity                                             36 272   28 806
Non-current liabilities                                   9 157    8 417
Interest-bearing borrowings                               3 569    2 761
Non-current provisions                                    1 863    2 842
Post-retirement employee obligations                        149      142
Financial liability                                          95      106
Deferred tax                                              3 481    2 566
Current liabilities                                       3 852    5 194
Trade and other payables                                  2 867    4 099
Interest-bearing borrowings                                  31       (9) 
Current tax payable                                         131      172
Current provisions                                           17      121
Overdraft                                                   806      811
Non-current liabilities held-for-sale                       225
Total equity and liabilities                             49 506   42 417

Audited group statement of cash flows for the year ended 31 December

                                                          2013      2012
                                                            Rm        Rm
Cash flows from operating activities                       422       543
Cash generated by operations                             2 159     3 969
Interest paid                                             (262)     (345)
Interest received                                           70       208
Tax paid                                                  (158)     (277) 
Dividends paid                                          (1 387)   (3 012) 
Cash flows from investing activities                    (1 480)   (2 940) 
Property, plant and equipment to maintain operations    (1 257)   (1 571) 
Property, plant and equipment to expand operations      (3 507)   (3 762) 
Proceeds from disposal of property, plant and
equipment                                                   17        77
Proceeds from disposal of subsidiaries                      87        81
Proceeds from disposal of intangible assets                           77
Proceeds from disposal of financial assets
designated at fair value through profit or loss                        5
Investment in intangible assets                           (201)      (36) 
Dividends from equity-accounted investments              3 229     4 019
Decrease/(increase) in other non-current assets            222       (16) 
Acquisition of subsidiaries                                       (1 421) 
Investment in associates and joint ventures                (82)     (396) 
Income from investments                                     12         3
Cash flows from financing activities                       715    (1 291) 
Proceeds from issuance of share capital                     14        15
Consideration paid to non-controlling interests            (96)   (1 181) 
Interest-bearing borrowings raised                         800     5 800
Interest-bearing borrowings repaid                                (5 925) 
Other financing activities                                  (3)
Net decrease in cash and cash equivalents                 (343)   (3 688)
Cash and cash equivalents at beginning of the year         553     4 118
Translation difference on movement in cash and
cash equivalents                                            13       123
Cash and cash equivalents end of the year                  223       553
? Cash and cash equivalents                              1 029     1 364
? Overdraft                                               (806)     (811)

Audited group statement of changes in equity for the year ended 
31 December
                                           Other components of equity
                                                    Foreign    Financial
                                       Share       currency  instruments
                                     capital   translations  revaluation
                                          Rm             Rm           Rm
At 1 January 2012                      2 359          1 585          196
Profit/(loss) for the year
Other comprehensive loss                                (33)         (21) 
Share of comprehensive
income/(loss) of equity-accounted
investments1                                            118          (17) 
Issue of share capital2                   15
Share-based payments movements 
Acquisition of subsidiaries 
Acquisition of non-controlling 
interest
Dividends paid
Disposal of subsidiaries                               (459)        (137)
At 31 December 2012                    2 374          1 211           21
Profit/(loss) for the year
Other comprehensive income                               534
Share of comprehensive                                 1 401          289
income/(loss) of equity-accounted 
investments1
Issue of share capital3                   22
Share-based payments movement
Dividends paid
Acquisition of non-controlling
interest
At 31 December 2013                    2 396          3 146          310

                                          Other components of equity
                                                 Retirement   Available-
                                      Equity-       benefit     for-sale   
                                      settled    obligation revaluations                    
                                           Rm            Rm           Rm
At 1 January 2012                       1 412             1
Profit/(loss) for the year
Other comprehensive loss
Share of comprehensive income/(loss)
of equity-accounted investments1           94          (164) 
Issue of share capital2
Share-based payments movements           (183)
Acquisition of subsidiaries
Acquisition of non-controlling interest
Dividends paid
Disposal of subsidiaries                  (23)
At 31 December 2012                     1 300          (163) 
Profit/(loss) for the year
Other comprehensive income                                           100
Share of comprehensive income/(loss)
of equity-accounted investments1          110           150
Issue of share capital3
Share-based payments movement              83
Dividends paid
Acquisition of non-controlling 
interest
At 31 December 2013                     1 493           (13)         100

                                        Other 
                                   components               Attributable 
                                    of equity                  to owners
                                                   Retained       of the
                                        Other      earnings       parent
                                           Rm            Rm           Rm
At 1 January 2012                           8        18 027       23 588
Profit/(loss) for the year                            9 677        9 677
Other comprehensive loss                                             (54)
Share of comprehensive income/(loss)
of equity-accounted investments1           (1)           92          122
Issue of share capital2                                               15
Share-based payments movements                                      (183) 
Acquisition of subsidiaries
Acquisition of non-controlling
interest                                 (740)                      (740) 
Dividends paid                                       (3 012)      (3 012) 
Disposal of subsidiaries                                            (619)
At 31 December 2012                      (733)       24 784       28 794
Profit/(loss) for the year                            6 217        6 217
Other comprehensive income                                           634
Share of comprehensive income/(loss)
of equity-accounted investments1           (1)           54        2 003
Issue of share capital3                                               22
Share-based payments movement                                         83
Dividends paid                                       (1 387)      (1 387)
Acquisition of non-controlling 
interest                                  (68)                       (68) 
At 31 December 2013                      (802)       29 668       36 298

                                                         Non- 
                                                  controlling      Total
                                                    interests     equity
                                                           Rm         Rm
At 1 January 2012                                          20     23 608
Profit/(loss) for the year                                (30)     9 647
Other comprehensive loss                                             (54) 
Share of comprehensive income/(loss) of equity-
accounted investments1                                               122
Issue of share capital2                                               15
Share-based payments movements                                      (183) 
Acquisition of subsidiaries                               468        468
Acquisition of non-controlling interest                  (441)    (1 181)
Dividends paid                                                    (3 012) 
Disposal of subsidiaries                                   (5)      (624) 
At 31 December 2012                                        12     28 806
Profit/(loss) for the year                                (13)     6 204
Other comprehensive income                                  3        637
Share of comprehensive income/(loss) of equity-
accounted investments1                                             2 003
Issue of share capital3                                               22
Share-based payments movement                                         83
Dividends paid                                                    (1 387) 
Acquisition of non-controlling interest                   (28)       (96) 
At 31 December 2013                                       (26)    36 272

1 Included in the foreign currency translation amount is R1 287 million
(2012: R79 million) relating to the tronox investments.
2 Issued to the Kumba Resources Management Share Trust due to options 
exercised (R15 million).
3 Issued to the Kumba Resources Management Share Trust due to options
exercised (R14 million) and vesting of Mpower 2012 shares to good leavers 
(R8 million).

Final dividend paid per share (cents) in respect of the 2012
financial year                                                       150

Dividend paid per share (cents) in respect of the 2013 interim
period                                                               235

Final dividend payable per share (cents) in respect of 2013
financial year                                                       315

Foreign currency translation
The foreign currency translation reserve comprises all foreign exchange 
differences arising from the translation of the financial statements of 
foreign entities within the group.
Financial instruments revaluation
The financial instruments revaluation reserve comprises the effective 
portion of the cumulative net change in the fair value of cash flow 
hedging instruments where the hedged transaction has not yet occurred.

Equity-settled
The equity-settled reserve represents the fair value of services received 
and settled by equity instruments granted.

Post-retirement benefit obligation
Comprises mainly remeasurements on the post-retirement obligation.

Available-for-sale revaluations
Comprises of the fair value adjustments based on latest fair value 
calculations performed, on the investments in Richards Bay Coal Terminal 
(RBCT) (R54 million) and Chifeng Kumba Hongye Zinc Corporation Limited 
(Chifeng) (R46 million).

Other
Comprises transactions with non-controlling interests.

Notes to the summarised group annual financial statements for the year 
ended 31 December

1. Basis of preparation
The summarised group annual financial statements for the year ended
31 December 2013 have been derived from the audited group annual
financial statements of Exxaro Resources Limited, which are available on 
Exxaro?s website at www.exxaro.com. These summarised group annual 
financial statements do not contain sufficient information to allow for
a complete understanding of the financial results and state of affairs of 
the group, which is provided by the detailed audited group annual 
financial statements. The summarised group annual financial statements do 
not include all the disclosure required for a complete set of annual
financial statements prepared in accordance with International Financial
Reporting Standards (IFRS). Selected summarised notes have been included 
in this integrated report for a better understanding of the significant 
transactions during the year.

The summarised group annual financial statements for the year ended
31 December 2013 have been prepared under the supervision of the Finance
Director, WA de Klerk (CA)SA, in accordance with the JSE Limited Listings 
Requirements for abridged reports and the requirements of the Companies 
Act No 71 of 2008, as amended. The Listings Requirements require abridged 
reports to be prepared in accordance with the conceptual framework and 
the measurement and recognition requirements of IFRS and the SAICA 
Financial Reporting Guides as issued by the Accounting Practices Committee 
and Financial Pronouncements as issued by the Financial Reporting Standards 
Council and to also, as a minimum, contain the information required by 
IAS 34 Interim Financial Reporting.

The summarised group annual financial statements have been prepared on the 
historical cost basis, excluding financial instruments and biological assets, 
which are fairly valued, and conform, in this regard, to IFRS as issued by 
the International Accounting Standards Board (IASB).

The preparation and presentation of the summarised group annual financial 
statements included in this integrated report is the responsibility of 
Exxaro?s directors. The directors take full responsibility that the 
financial information has been correctly extracted from the underlying 
audited group annual financial statements.

The integrated report does not include the directors? report, which forms 
part of the full group annual financial statements.

2. Significant accounting policies
The accounting policies applied in the preparation of the summarised group 
annual financial statements are in terms of IFRS and are consistent with 
those applied in the previous group annual financial statements, except as 
disclosed below.

During the 2013 the following pronouncements became effective: 
Effective date
? IAS 1 Financial Statement Presentation (as amended)         1 July 2012
? IAS 19 Employee Benefits (revised)                          1 July 2012*
? IAS 27 Separate Financial Statements (revised)           1 January 2013*
? IAS 28 Investments in Associates and Joint Ventures
(revised)                                                  1 January 2013*
? IFRS 10 Consolidated Financial Statements (as amended)   1 January 2013*
? IFRS 11 Joint Arrangements (as amended)                  1 January 2013*
? IFRS 12 Disclosure of Interest in Other Entities (as
amended)                                                   1 January 2013*
? IFRS 13 Fair Value Measurement                           1 January 2013
? IFRIC 20 Stripping Costs in the Production Phase of a
Surface Mine                                               1 January 2013
?Annual Improvements to IFRS 2009 ? 2011 cycle             1 January 2013
* Early adopted in 2012.
The accounting standards and amendments issued to accounting standards and 
interpretations which are relevant to the group, but not yet effective at 
31 December 2013, have not been adopted. It is expected that where 
applicable, these standards and amendments will be adopted on each 
respective effective date, except where specifically identified.
The group continuously evaluates the impact of these standards and
amendments.

During 2012, Exxaro early adopted the suite of consolidation standards, 
including IFRS 10, 11 and 12 and IAS 27 and 28, effective 1 January 2013 
as well as IAS 19. The impact of this early adoption has been disclosed in 
the group annual financial statements at 31 December 2012.

3.Significant items included in net operating profit
                                                  Year ended 31 December
                                                           2013     2012
                                                             Rm       Rm
Depreciation and amortisation                              (856)    (701) 
Net realised foreign currency exchange gains                 56       60
Net unrealised foreign currency exchange losses             (20)     (79) 
Losses on derivative instruments held-for-trading           (81)      (1) 
Impairment (charges)/reversals of trade and other
receivables                                                 (25)       6
Royalties1                                                   (8)    (124) 
(Loss)/profit on disposal of property, plant and
equipment                                                   (23)     139
Loss on dilution of investment in associate                 (12)
Other income2                                             1 594      352

1 The amount paid for royalties includes an adjustment to the prior year 
based on final calculations done for returns filed to South African
Revenue Services (SARS) (R41 million).
2 Other income relates to shortfall income received from customers (mainly 
Eskom) as a result of delays in agreed upon production offtake plans.

4. Discontinued operations
All the conditions precedent to the sale of Exxaro?s 100% shareholding
in Exxaro Base Metals Proprietary Limited to Lebonix Proprietary Limited 
were met on 2 December 2013. The subsidiary, which included the Zincor 
operations, was disposed for a total consideration of R183 million. This 
process completes the Zincor divestment process, which commenced with
the cessation of the production of zinc metal at Zincor in 2011
and follow on the sale of the Rosh Pinah mine during 2012.

During 2012 the mineral sands and Rosh Pinah operations were sold. 

Financial information relating to the discontinued operations for the
year to the date of disposal is set out below:

                                                   Year ended 31 December
                                                          2013      2012
The financial performance and cash flow information         Rm        Rm
Revenue                                                            3 893
Operating income/(expenses)                                159    (2 069) 
Net operating profit                                       159     1 824
Profit on sale of subsidiaries                             964     3 995
Interest income                                                       75
Interest expense                                           (74)     (241) 
Profit before tax                                        1 049     5 653
Income tax expense                                                  (625)
Profit for the year from discontinued operations         1 049     5 028
Cash flows attributable to operating activities             26     1 036
Cash flows attributable to investing activities             98    (1 358)
Cash flows attributable to financing activities            (37)   (2 778) 
Cash flow attributable to discontinued operations           87    (3 100)

5. Segment report
The corporate transactions during 2012 necessitated a change in the 
operating segment reporting structures and the manner in which operating 
results are reported to the chief operating decision maker. Reported 
operating segments are based on the group?s different products and 
operations.

5.1 Changes/amendments to reported operating segments
The following operating segments were impacted as a result of the changes 
in the organisational structure:

Base metals
Up to and including 31 December 2012, the reportable operating segments 
included an operating segment for base metals, which consisted of Zincor, 
Rosh Pinah and other base metals.

Exxaro?s 50,04% interest in the Rosh Pinah operations was sold to a 
subsidiary of Glencore International plc on 1 June 2012. This sale formed 
part of Exxaro?s strategic plan to divest from the group?s zinc assets.
The remaining Base metals entities no longer met the quantitative or 
qualitative thresholds described in IFRS 8 Operating Segments. These
were aggregated in the remaining Base metals entities within the ?Other?
reportable operating segment. 

Mineral sands/titanium dioxide
The previously reported Mineral sands operating segment included KZN
Sands, Namakwa Sands and Australia Sands.

The Mineral sands operations sale and acquisition of a shareholding in 
Tronox Limited in 2012 resulted in Exxaro holding 44,40% (2012: 44,65%) of 
the shares in Tronox Limited and 26% directly in each of the South 
African-based KZN Sands and Namakwa Sands operations. Exxaro currently 
equity-accounts for the interest in Tronox Limited and the South African 
Mineral sands operations. The investment value in these associated 
companies is seen as significant and will be reported as a separate 
operating segment.

The Mineral sands operating segment was restructured to include both 
Mineral sands and Titanium dioxide (TiO2) which is in line with the core 
business of the Tronox operations and renamed TiO2.

Ferrous
In line with the group?s strategy to establish an Exxaro controlled 
ferrous business, Exxaro acquired African Iron Limited (AKI) in February
2012. AKI is an iron ore development company involved in the exploration 
and evaluation of the Mayoko Iron Ore and Ngoubou-Ngoubou projects, 
located in the Republic of the Congo in Central West Africa.

The AlloyStreamTM and FerroAlloys operations as well as Exxaro?s 19,98% 
interest in Sishen Iron Ore Company (SIOC) Proprietary Limited were 
previously reported within the ?Other? operating segment of Exxaro.
These investments are now reported within the Ferrous operating segment,
based on the similar commodity suite of these operations.

Following the change in the composition of the group?s reportable 
operating segments, the prior years? reportable operating segment 
information has been re-presented (restated) to reflect these changes.

No changes were incurred in the coal operating segment.

5.2 Reportable operating segment performance
The group?s reportable operating segments for the year ended 31 December
2013 were therefore coal, ferrous, titanium dioxide and other.

Profit or loss (Rm)
                                                         Net operating 
                                            Revenue       profit (NOP)
                                         2013     2012   2013     2012
Year ended 31 December                        Restated        Restated
Coal                                   13 362   12 064  2 769    2 105
? Tied1                                 3 917    3 449    215      285
? Commercial2                           9 445    8 615  2 554    1 820
Ferrous                                   120      107   (141)     (31)
? Iron ore                                                (27)      (9)
? Alloys                                  120      107    (61)     (25)
? Other3                                                  (53)       3
TiO24                                            3 594           1 925
Other                                      86      357    938    3 558
? Base metals5                                     299    145      422
? Other6                                   86       58    793    3 136
Total external revenue and net
operating profit                       13 568   16 122  3 566    7 557

1 Tied operations refer to mines that supply their entire production to 
either Eskom or ArcelorMittal South Africa (AMSA) in terms of contractual 
agreements.
2 NOP includes the net impairment on NCC of R143 million in 2013.
3 Mainly made up of Ferrous head office costs not directly attributable to 
the operation at Mayoko and as such could not be capitalised with the 
development of the project.
4 Includes a partial impairment reversal of R103 million in 2012 of the 
carrying value of property, plant and equipment at KZN Sands.
5 Includes the profit on sale of the Rosh Pinah operation of R544 million 
in 2012 and R98 million impairment reversal of Zincor in 2013. This 
business was previously reported as a separate base metals segment prior 
to the Rosh Pinah sale transaction in 2012.
6 Includes the profit on sale of the mineral sands operations of R3 451 
million in 2012.

Assets and liabilities (Rm)
                                            Assets        Liabilities
                                         2013     2012   2013     2012
At 31 December                                Restated        Restated
Coal                                   22 386   19 717  7 552    8 001
Tied                                    1 543    1 719  1 391    1 596
Commercial                             20 843   17 998  6 161    6 405
Ferrous                                11 095    7 015    814      615
Iron ore                                5 114    3 045    729      572
Alloys                                    189      158     33       43
Other                                   5 792    3 812     52
TiO2                                   13 325   13 037  4 868    4 995
Other                                   2 700    2 648
Base metals                               611      552             867
Other                                   2 089    2 096  4 868    4 128
Total                                  49 506   42 417 13 234   13 611

The numbers above include both the continuing and discontinued operations.

6. Financial instruments
(a) Carrying amounts and fair values
The fair values of financial assets and financial liabilities, together 
with the carrying amounts in the condensed group statement of financial 
position, are as follows:
                                                        Carrying    Fair
                                                          amount   value                                         
At 31 December 2013                                           Rm      Rm 
Assets
Non-current assets
Financial assets, consisting of1:                          2 657   2 657
? Exxaro Environmental Rehabilitation Trust asset            618     618
? Loans to associates and joint ventures                     255     254
? Richards bay coal terminal (rbct)                          551     551
? Kumba iron ore limited                                      40      40
? New age exploration limited                                  1       1
? Chifeng                                                    253     253
? Non-current receivables                                    939     940
Current assets2                                            2 875   2 875
Trade and other receivables                                1 845   1 845
Derivative financial instruments                               1       1
Cash and cash equivalents                                  1 029   1 029
Non-current assets held-for-sale                              67      67
Total assets                                               5 599   5 599
Liabilities
Non-current liabilities                                    3 569   3 569
Interest-bearing borrowings1                               3 569   3 569
Current liabilities2                                       2 907   2 907
Trade and other payables                                   2 056   2 056
Derivative financial instruments                              14      14
Interest-bearing borrowings                                   31      31
Overdraft                                                    806     806
Non-current liabilities held-for-sale                         36      36
Total liabilities                                          6 512   6 512

1 Carried at fair value in terms of IAS 39 Financial Instruments:
Recognition and Measurement.
2 Carrying amounts approximate the fair values due to the short-term 
maturities of these financial assets and liabilities.

(b) Fair value hierarchy
The table below analyses recurring fair value measurements for financial 
assets and financial liabilities. These fair value measurements are 
categorised into different levels in the fair value hierarchy based on the 
inputs used in the valuation techniques. The different levels are defined 
as follows:
Level 1 ? quoted prices (unadjusted) in active markets for identical 
assets or liabilities that the group can access at the measurement date. 
Level 2 ? inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly or
indirectly.
Level 3 ? unobservable inputs for the asset and liability.

                                               Level 1 Level 2  Level 3
At 31 December 2013                                 Rm      Rm       Rm
Financial assets held-for-trading at fair
value through profit or loss
? Current derivatives financial assets                       1
Financial assets designated at fair value 
through profit or loss
? Exxaro Environmental Rehabilitation Trust        618
? Exxaro Environmental Rehabilitation Trust
held-for-sale                                       67
? Kumba Iron Ore Limited                            40
Available-for-sale financial assets
? Chifeng                                                            253
? New Age Exploration Limited                        1
? RBCT                                                               551
Financial liabilities held-for-trading at
fair value through profit or loss
? Current derivatives financial liabilities                 (14)
? Current derivatives financial liabilities
held-for-sale                                                (9) 
Net financial assets/(liabilities) carried
at fair value                                      726      (22)     804

Level 2 fair values for over-the-counter derivative financial instruments 
are based on market quotes. These quotes are tested for reasonability by 
discounting estimated future cash flows using the market rate for similar 
instruments at measurement date.
The fair value computations of the investments are performed by the 
group?s corporate finance department, reporting to the Finance Director, 
on a six-monthly basis. The valuation reports are discussed with the audit 
committee in accordance with the group?s reporting governance.

The group recognises transfers between levels of the fair value hierarchy 
as at the end of the reporting period during which the
transfer has occurred. There were no transfers between level 1 and level
2 of the fair value hierarchy for the year ended 31 December 2013. 

There were no transfers between level 2 and level 3.

(c) Level 3 fair values
                                                           Chifeng  RBCT 
                                                                Rm    Rm
At 1 January 2013                                              174   467
Movement during the year
Total gains recognised in other comprehensive income            46    82
Settlements                                                            2
Exchange gains or losses for the period recognised in
other comprehensive income                                      33
At 31 December 2013                                            253   551

Chifeng
Chifeng is classified within a level 3 as there is no quoted market price 
or observable price available for this investment. This unlisted 
investment is valued as the present value of the estimated future cash 
flows, using a discounted cash flow model.

The significant observable and unobservable inputs used in the fair
value measurement of the investment in Chifeng are rand/Chinese renminbi 
(RMB) exchange rate, RMB/US$ exchange rate, Zinc London Metal Exchange 
price, production volumes, operational costs and the discount rate. 
Significant increases/(decreases) in any of those inputs in isolation 
would result in a significantly lower/(higher) fair value measurement.

                                               Sensitivity of inputs 
Observable inputs          Range of inputs     and fair value measurement1
Rand/RMB exchange rate               R1,72     Strengthening of the rand 
                                      RMB1     to the RMB
RMB/US$ exchange rate           RMB6,02 to     Strengthening of the RMB
                              RMB5,95/US$1     to the US$
Zinc LME price               2 039 ? 2 027     Increase in price of
(US$ per tonne in real terms)    US$/tonne     zinc concentrate
Unobservable inputs
Production volumes           208 750 tonne     Increase in production
                                               volumes
Operational costs                  74 ? 88     Decrease in operational costs
(US$ million per annum 
in real terms)
Discount rate                          10%     Decrease in discount rate

1 Change in observable/unobservable input, which will result in an
increase in the fair value measurement.

Inter-relationships
Any inter-relationships between unobservable inputs is not considered to 
have a significant impact within the range of reasonably possible 
alternative assumptions.

RBCT
RBCT is classified within a level 3 as there is no quoted market price
or observable price available for this investment. This unlisted 
investment is valued as the present value of the estimated future cash 
flows, using a discounted cash flow model. It is not anticipated that the 
RBCT investment will be disposed of in the near future.

The significant observable and unobservable inputs used in the fair value 
measurement of the investment in RBCT are rand/US$ exchange rate, API4 
export price, Transnet Market Demand Strategy, annual utilisation factor 
and the discount rate. Significant increases/(decreases) in any of those 
inputs in isolation would result in a significantly lower/(higher) fair 
value measurement.

                                                Sensitivity of inputs and 
Observable inputs         Range of inputs       fair value measurement1
Rand/US$ exchange rate    R9,85 to R10,15/US$1  Strengthening of the rand 
                                                to the US$
API4 export price per     US$75,50 to US$97     Increase in API4 export
tonne (steam coal A-      per tonne             price per tonne
grade price in real terms)
Unobservable inputs
Transnet Market Demand    70Mtpa to 91Mtpa      Acceleration of Transnet
Strategy for the terminal                       Freight Rail performance,
(million tonnes per                             ie reach full capacity sooner
annum ? Mtpa)
Discount rate             13% ? 17%             Decrease in discount rate
Annual utilisation
factor (safety and rail 
delay factor)             90%                   Increase in annual
                                                utilisation factor

1 Change in observable/unobservable input, which will result in an 
increase in the fair value measurement.

Inter-relationships
Any inter-relationships between unobservable inputs is not considered to 
have a significant impact within the range of reasonably possible 
alternative assumptions.

7. Share capital
Authorised
500 000 000 ordinary shares of R0,01 each. 
Issued
358 115 505 (2012: 357 787 785) ordinary shares of R0,01 each. The 
increase can be summarised as follows:
                                        Date of issue  Number of shares
Opening balance                                             357 787 785
Issued in terms of the Kumba Resources
Management Share Option Scheme due to   19 March 2013
options exercised at prices ranging                to  
from R138,53 to R166,00              3 September 2013           327 720
Closing balance                                             358 115 505

8. Net debt
                                                       Year ended
                                                      31 December
                                                     2013      2012
                                                       Rm        Rm
Net debt                                           (3 377)   (2 199) 
Presented by the following items on the face
of the statement of financial position:
? cash and cash equivalents                         1 029     1 364
? non-current interest-bearing borrowings          (3 569)   (2 761)
? current interest-bearing borrowings                 (31)        9
? overdraft                                          (806)     (811) 
Calculation of movement in net debt
Cash outflow                                       (1 058)   (2 397) 
Add:
? shares issued                                        14        15
? share-based payments                                 (3)
? non-cash flow movement for interest accrued
not yet paid                                          (40)
? non-cash flow for amortisation of
transaction costs                                      (9)
? net debt of subsidiaries disposed                             820
? consideration paid to non-controlling
interests                                             (96)   (1 181)
? non-cash flow movements in net debt
applicable to currency translation differences 
of transactions denominated in
foreign currency                                     (669)      (70)
? non-cash flow movements in net debt applicable 
to currency translation differences of net debt 
items of foreign entities                             683       268
Increase in net debt                               (1 178)   (2 545)

9. Contingent liabilities
Contingent liabilities                               2 066     1 055
? Grootegeluk Medupi Expansion Project                  50
? DMC Iron Congo SA                                     84
? pending litigation claims1                           328       243
? other contingent liabilities2                        927       536
? share of contingent liabilities of
associates and joint ventures                          677       276

1  Pending litigation claims consist of legal cases where Exxaro is the 
defendant. These claims are at the stage where the outcome is uncertain 
and the amount of possible legal obligations is estimated at this stage.
2  Other contingent liabilities include operational guarantees to banks 
and other institutions in the normal course of business from which
it is anticipated that no material liabilities will arise.

The timing and occurrence of any possible outflows of the contingent 
liabilities above are uncertain. Due to the Mineral and Petroleum 
Resources Development Act of 2002, currently not specifying how to 
financially provide for water liabilities and water treatment at
post mine closure, Exxaro is currently developing a specific policy around 
such provisions. An estimate of this amount is currently not available, 
however, a liability may arise in the future.

10. Related party transactions
During the year the company and its subsidiaries, in the ordinary course 
of business, entered into various sale and purchase transactions with 
associates and joint ventures. These transactions were subject to terms 
that are no less, nor more favourable than those arranged with third 
parties.

11. Going concern
Taking into account the group?s liquidity position as well as internal 
budgets for the short to medium term, it is expected that the group will 
continue to trade as a going concern within the next 12 months.

12. Events after the reporting period
Details of the final dividend proposed are given in note 14.

The following non-adjusting events occurred after the reporting date and 
are disclosed for information purposes:
? On 31 January 2014, Exxaro concluded a sale of asset agreement relating 
to its NCC operation with Universal Coal Development VIII Proprietary 
Limited. Once all conditions precedent to the transaction have been 
fulfilled, an agreed cash amount will be paid to Exxaro. Exxaro has 
subsequently placed the mine on care and maintenance until fulfilment of 
all conditions precedent makes the transaction unconditional and the 
operation is handed over to the new owners
? The mining convention, Port Autonome de Pointe Noire (PAPN) memorandum 
of understanding as well as the rail framework agreements with Chemin de 
fer Congo-Ocean (CFCO) relating to the Mayoko project in the Republic of 
the Congo, were signed in Brazzaville on 29 January 2014.

The directors are not aware of any other significant matter or 
circumstance arising after the reporting period up to the date of this 
report, not otherwise dealt with in this report.

13. Independent external audit conclusion
These summarised group annual financial statements for the year ended
31 December 2013 (from page 93 to 106) have been audited by the external
auditors, PricewaterhouseCoopers Inc, who expressed an unmodified audit 
opinion thereon. The auditor also expressed an unmodified opinion on the 
group annual financial statements from which these summarised group annual 
financial statements were derived. The individual auditor
assigned to the audit is Mr TD Shango.

The full auditors? report is included in the group annual financial 
statements on the website www.exxaro.com.

Both copies of the auditor?s audit reports are available for inspection at 
the company?s registered office, together with the audited group annual 
financial statements which have been summarised in this report.

14. Final dividend
The final dividend, number 22, was paid on Monday 14 April 2014 to shareholders 
recorded on the register on Friday 11 April 2014, in the manner detailed in the
provisional results announcement released on SENS on 06 March 2014.


CH Wessels
Group company secretary

Pretoria
25 April 2014

Sponsor
Deutsche Securities (SA) Proprietary Limited
Date: 25/04/2014 09:00:00 Supplied by www.sharenet.co.za                     
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