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SOUTH32 LIMITED - Financial Results And Outlook Year Ended 30 June 2015

Release Date: 24/08/2015 07:42
Code(s): S32
Wrap Text
Financial Results And Outlook Year Ended 30 June 2015

South32 Limited
(Incorporated in Australia under the Corporations Act 2001)
(ACN 093 732 597)
ASX / LSE / JSE Share Code: S32 
ISIN:  AU000000S320
south32.net
24 August 2015

FINANCIAL RESULTS AND OUTLOOK
YEAR ENDED 30 JUNE 2015

To assist shareholders in their understanding of the South32 Group, pro forma financial
information has been prepared to reflect the business as it is now structured and as though
it was in effect for the period 1 July 2013 to 30 June 2015 (refer to the pro forma income
statement and Underlying earnings adjustments on pages 4 and 5). The pro forma financial
information must be read in conjunction with the notes on page 2. The statutory financial
results do not reflect the complete 12 months of performance of the South32 Group.
Selected statutory financial information is also included in this document.

"The implementation of our regional operating model and broader cost saving initiatives
are already delivering strong results. Over the next three years, we are seeking to reduce
controllable costs by at least US$350M per annum."
Graham Kerr, South32 CEO

FINANCIAL RESULTS
-   Successfully demerged from BHP Billiton on 25 May 2015.
-   Pro forma FY15 Profit after taxation of US$28M (FY14 US$64M).
-   Pro forma FY15 Underlying earnings of US$575M (FY14 US$407M).
-   Pro forma FY15 Underlying EBIT of US$1.00B (FY14 US$642M).
-   Pro forma FY15 Underlying EBITDA margin of 26% (FY14 20%).
-   Pro forma FY15 Free cash flow before interest and tax(1) of US$1.68B (FY14 US$974M).
-   Pro forma productivity-led cost efficiencies(2) totalling US$282M embedded in FY15.
-   Closing net debt of US$402M underpins BBB+/Baa1 credit ratings.
-   Pro forma FY15 Underlying return on invested capital (ROIC)(12) of 6.2% (FY14 4.0%).

OUTLOOK
-   Fast-tracking the implementation of our regional operating model and redesigning the way we work.
-   Seeking to reduce controllable costs(3) by a further US$350M per annum (including equity accounted 
    investments) or more by the end of FY18.                                             
-   Reducing sustaining capital expenditure(4) by 9% to US$650M (including equity accounted investments) in FY16.
-   Intending to distribute a minimum 40% of Underlying earnings as dividends in each six month reporting period.
-   A simple strategy designed to realise the potential of our assets and deliver long-term growth in ROIC.

Financial highlights                                                                                  
                                           Pro forma(5)           Change            Statutory(5)(6)   
US$M                                               FY15    FY14        %     FY15              FY14   
Revenue(7)                                        7,743   8,344     (7%)    3,843               853   
Profit/(loss) from continuing operations            519     319      63%    (331)              (59)   
Profit/(loss) after taxation                         28      64    (56%)    (926)                 0   
Basic earnings per share (US cents)(8)              0.5     1.2    (58%)   (26.9)                 -   
Other financial measures                                                                              
Underlying EBITDA(9)                              1,849   1,465      26%      820               114   
Underlying EBITDA margin(10)                      26.2%   20.2%     6.0%    23.4%             13.4%   
Underlying EBIT(9)                                1,001     642      56%      345              (56)   
Underlying EBIT margin(11)                        14.0%    8.6%     5.4%     9.7%            (6.6%)   
Underlying earnings(9)                              575     407      41%       79                 4   
ROIC(12)                                           6.2%    4.0%     2.2%      N/A               N/A   

IMPORTANT NOTICE – PLEASE READ
FORMAT OF THIS ANNOUNCEMENT
The information contained in this announcement is as follows:

     -     Results for announcement to the market (page 3);

     -     Pro forma financial results and outlook (page 4);

     -     Pro forma financial results highlights and overview (page 11);

     -     Reconciliation of pro forma and statutory financial information (page 27);
     -     Pro forma segment information (page 30); and

     -     Financial information (page 35).

BACKGROUND
Effective 15 May 2015, BHP Billiton shares ceased trading with an entitlement to South32 shares. On 18 May 2015, South32 Limited was listed
as a separate standalone entity on the Australian Securities Exchange on a deferred settlement basis, on the London Stock Exchange on a
when-issued basis and on the Johannesburg Stock Exchange on a normal settlement basis. Economic separation and distribution of South32
shares to shareholders became effective from 25 May 2015.

Prior to the demerger, the South32 Group and the BHP Billiton Group were required to undertake a number of internal share and asset transfers
in connection with the corporate restructure (Internal Restructure).

STATUTORY FINANCIAL INFORMATION
As required, statutory financial information for the South32 Group has been presented for the 2015 financial year (FY15) and 2014 financial year
(FY14). The South32 Group's statutory financial information only includes the results of the current South32 Group operations (also referred to
as "assets") from their date of acquisition during the financial year as part of the Internal Restructure(13). The exception is Illawarra Metallurgical
Coal, which was part of the South32 Group at 1 July 2013. The South32 Group's statutory financial information also includes:

     -     The results of New Mexico Coal for the period 1 July 2014 to 27 October 2014, being the date that it ceased to be part of the South32
           Group as a result of the Internal Restructure;

     -     Finance charges on internal borrowings from the BHP Billiton Group in the period from 1 July 2014 to the point immediately prior to
           the demerger, that were settled as part of the demerger; and

     -     Certain corporate costs required for the South32 Group to operate as a stand-alone group.

Accordingly, as a result of the Internal Restructure, the statutory financial information for FY15 and FY14 does not reflect the performance of the
South32 Group as it is currently structured.

PRO FORMA FINANCIAL INFORMATION
To assist shareholders in their understanding of the South32 Group, pro forma financial information for FY15 and FY14 has been prepared to
reflect the business as it is now structured and as though it was in effect for the period 1 July 2013 to 30 June 2015. The pro forma financial
information is not prepared in accordance with IFRS.

The following pro forma adjustments, including the associated tax effect, have been made on a basis consistent with those contemplated in the
South32 Listing Documents:

     -     Equity accounting of the South32 manganese assets (comprising South Africa Manganese, Australia Manganese and Samancor AG)
           from 1 July 2013 (refer note 1(c) of the notes to the Financial Information); and

     -     Excluding net finance costs charged by the BHP Billiton Group.

Additional pro forma adjustments, including the associated tax effect, have also been made in the presentation of pro forma financial information.
These include:

     -     Reflecting changes in corporate costs associated with South32 Limited becoming a stand-alone group as if those costs had been
           incurred from 1 July 2013;

     -     Excluding demerger related set up costs, stamp duty on the acquisition of assets, and major corporate restructuring costs;

     -     Excluding the gain that arises on recording South Africa Manganese and Samancor AG at fair value on adoption of equity accounting
           and their subsequent impairment; and

     -     Excluding certain significant tax items such as the impact of the reset of Australian tax balances post demerger and the Brazil
           Aluminium tax accounting adjustments (refer note 2(b)(ii) to the Financial Information).

A reconciliation between the pro forma financial information and the statutory financial information is included. The statutory financial information,
reconciliations and pro forma financial information have not been audited or reviewed by the Group's external auditor.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 2

Results for announcement to the market                                                   24 August 2015

This statement includes the consolidated results of the South32 Group for the year ended 30 June 2015
compared with the year ended 30 June 2014.

In accordance with the JSE Listing Requirements, Headline Earnings is presented below.

                                                                                Proforma          Statutory      
US$M                                                                          FY15    FY14     FY15      FY14      
Profit/(Loss) attributable to ordinary equity holders of South32 Limited        28      64    (919)        46      
Adjusted for                                                                                                       
Loss/(Gain) on disposal of property, plant and equipment                        10    (21)       10       (4)      
(Gain) on disposal of intangible assets                                          -    (84)        -         -      
Fair value uplift on equity accounted investments                                -       -    (921)         -      
Impairment losses                                                              594     327    1,389         -      
Impairment reversal                                                              -     (8)        -         -      
Adjustments included in share of loss of equity accounted investments           41       -       41         -      
Total tax (benefit)/expense on the above items                               (174)    (34)    (182)         1      
Headline Earnings                                                              499     244    (582)        43      
Diluted Headline Earnings                                                      499     244    (582)        43      
Basic earnings per share denominator (millions)                              5,324   5,324    3,437     3,212      
Diluted earnings per share denominator (millions)                            5,324   5,324    3,437     3,212      
Headline Earnings from continuing operations                                                                       
Headline Earnings per share (US cents)                                         9.4     4.6   (17.1)     (0.1)      
Diluted Headline Earnings per share (US cents)                                 9.4     4.6   (17.1)     (0.1)      
Headline Earnings                                                                                                  
Headline Earnings per share (US cents)                                         9.4     4.6   (16.9)       1.3      
Diluted Headline Earnings per share (US cents)                                 9.4     4.6   (16.9)       1.3      

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 3
PRO FORMA FINANCIAL RESULTS AND OUTLOOK
To assist shareholders in their understanding of the South32 Group, pro forma financial information for FY15 and FY14 has
been prepared to reflect the business as it is now structured and as though it was in effect for the period 1 July 2013 to
30 June 2015. To provide further insight into the underlying performance of the South32 Group, we also present internal
earnings measures utilised by South32 management. These internal measures include Underlying EBITDA, Underlying
EBIT and Underlying earnings.

Pro forma income statement                                                                                     
US$M                                                                                           FY15      FY14   
Revenue                                                                                       7,743     8,344   
Other income                                                                                    261       269   
Expenses excluding net finance costs                                                        (7,479)   (8,399)   
Share of (loss)/profit of equity accounted investments                                          (6)       105   
Profit from operations                                                                          519       319   
Net finance costs                                                                              (60)     (187)   
Taxation expense                                                                              (431)      (68)   
Profit after taxation                                                                            28        64   
Basic earnings per share (US cents)                                                             0.5       1.2   
Other financial information                                                                                     
Profit from operations                                                                          519       319   
Earnings adjustments to derive Underlying EBIT                                                  482       323   
Underlying EBIT                                                                               1,001       642   
Depreciation and amortisation                                                                   848       823   
Underlying EBITDA                                                                             1,849     1,465   
Profit after taxation                                                                            28        64   
Earnings adjustments after taxation                                                             547       343   
Underlying earnings                                                                             575       407   
Basic Underlying earnings per share (US cents)                                                 10.8       7.6   

A pro forma reconciliation of consolidated operating cash flows from continuing operation  , before financing activities
and tax, and after capital expenditure (defined as "Free cash flow before interest and tax" for these pro forma results)
has also been provided.

Pro forma FY15 operating cash flow from continuing operations before financing activities and tax, and after capex

US$M                                                                                             FY15    FY14
Profit from continuing operations                                                                 519     319
Non-cash items                                                                                  1,427   1,129
Profit/(loss) from equity accounted investments                                                     6   (105)
Change in working capital                                                                        (114)     15
Cash generated from continuing operations                                                       1,838   1,358
Dividends received (including equity accounted investments)                                       472     206
Capital expenditure                                                                             (629)   (590)
Operating cash flows from continuing operations before financing activities and tax, and after
capital expenditure                                                                             1,681     974

                                                                                                      SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 4     

The following table notes the relevant significant items excluded from the Group's Underlying measures.

Earnings adjustments                                                                                           
                                                                                                   Pro forma          
US$M                                                                                              FY15   FY14   
Earnings adjustments to Underlying EBIT                                                                         
Exchange rate (gains)/losses on restatement of monetary items                                     (93)   (53)   
Impairment                                                                                         594    327   
Impairment reversals                                                                                 -    (8)   
Fair value (gains)/losses on derivative instruments                                               (25)      2   
Earnings adjustment included in operating loss of equity accounted investments                       6      1   
Other:                                                                                                          
Bayside closure costs (excluding impairments)                                                        -    138   
Gain on sale of Optimum coal rights                                                                  -   (84)   
Total earnings adjustments to Underlying EBIT                                                      482    323   
Earnings adjustments to net finance costs                                                                       
Exchange rate variations on net debt                                                             (134)     40   
Total earnings adjustments to net finance costs                                                  (134)     40   
Earnings adjustments to income tax expense                                                                      
Tax effect of earnings adjustments to Underlying EBIT                                            (134)   (25)   
Tax effect of earnings adjustments to net finance costs                                             40   (13)   
Exchange rate variations on tax balances                                                           197    (9)   
Non-recognition of tax benefits                                                                      -     27   
Other:                                                                                                          
Repeal of Minerals Resource Rent Tax legislation                                                    96      -   
Total earnings adjustments to income tax expense                                                   199   (20)   
Total earnings adjustments after taxation                                                          547    343   

Impairments for FY15 include an adjustment to the carrying value of the Wolvekrans Middelburg Complex at South Africa
Energy Coal (-US$551M pre-tax) and the write-off of the Metallic Nickel Recovery project at Cerro Matoso
(-US$41M pre-tax).            
                                     
                                                                                                      SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 5

SAFETY
The health and safety of our people is paramount. Tragically, there were two fatalities (at Worsley Alumina and South
Africa Manganese) during FY15 and another (at South Africa Aluminium) in July 2015. The loss of our colleagues is a
stark reminder that our focus on safety must permeate everything we do to ensure every person goes home safely,
every day. The Group's pro forma FY15 Total Recordable Injury Frequency (TRIF) was 5.8 per million hours worked
(FY14 4.7 per million hours worked).

EARNINGS
South32 took operational control of its assets on 1 February 2015 and was successfully demerged from BHP Billiton on
25 May 2015. The Group's inaugural financial results highlight the importance of our continued focus on costs and the
optimisation of capital expenditure as we seek to deliver long-term growth in return on invested capital (ROIC).

Pro forma Underlying EBITDA increased by 26% to US$1.85B in FY15 (FY14 US$1.47B) as production records were
achieved at four assets, namely Illawarra Metallurgical Coal, Australia Manganese, South Africa Manganese and Brazil
Aluminium.

Pro forma FY15 segment earnings(14)                                                                                              
                                                                     Depreciation                                
US$M                                           Total   Underlying               &  Underlying                   Net  
                                             revenue       EBITDA    amortisation        EBIT    Capex   assets(15)
Worsley Alumina                                1,291          325           (151)         174       62        3,361
South Africa Aluminium                         1,541          317            (67)         250       35        1,151
Mozal Aluminium                                  630          149            (37)         112       14          626
Brazil Aluminium                                 497          259            (78)         181        8          928
South Africa Energy Coal                       1,315          276           (182)          94       98          395
Illawarra Metallurgical Coal                     814          167           (197)        (30)      308        1,518
Australia Manganese                              595          243           (120)         123       98        1,384
South Africa Manganese                           420           32            (52)        (20)       41          530
Cerro Matoso                                     593          133            (75)          58       36          763
Cannington                                       902          342            (55)         287       39          280                      
Third party products(16)                         795           28              -           28        -            -
Group and unallocated items / eliminations     (635)        (145)             (6)       (151)       29           69
Equity accounted adjustments                 (1,015)        (277)             172       (105)    (139)           30
Total South32                                  7,743        1,849           (848)       1,001      629       11,035
Underlying net finance costs                                                            (194)
Underlying income tax expense                                                           (232)
Underlying earnings                                                                       575
Earnings adjustments                                                                    (547)
Profit after taxation                                                                      28

Pro forma depreciation and amortisation remained largely unchanged from FY14 at US$848M.

Pro forma Underlying EBIT increased by 56% to US$1.00B (FY14 US$642M). A US$282M increase in productivity-led
cost efficiencies was the key driver of this year-on-year improvement, while contracted power sales in Brazil increased
Underlying EBIT by a further US$53M. Notably, the combined impact of weaker commodity prices (-US$268M) and
inflation (-US$197M) was largely offset by the resurgence of the US dollar against a basket of producer currencies
(+US$435M).
 
                                                                                                      SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 6

Pro forma Underlying net finance costs of US$194M largely reflects the unwinding of the discount applied to restoration
and rehabilitation provisions (US$120M), and finance lease charges (US$60M) primarily at Worsley Alumina.
Pro forma Underlying income tax expense was US$232M in FY15, excluding taxation associated with equity accounted                                                                
investments. This equates to an Underlying effective tax rate (ETR)(17) of 28.7%. Pro forma tax expense for equity
accounted investments was US$47M, excluding royalty related taxation. The recognition of the GEMCO
(Australia Manganese) Northern Territory royalty as a profits based tax gives rise to a royalty related taxation expense of
US$30M in equity accounted investments in FY15.

Pro forma Underlying earnings increased by 41% to US$575M in FY15 (FY14 US$407M). Consistent with our
accounting policy, various adjustments have been made in arriving at Underlying earnings, including: impairment losses
(-US$594M pre-tax); exchange rate gains associated with the restatement of monetary items (+US$93M pre-tax); fair
value gains on derivative instruments (+US$25M pre-tax); and exchange rate gains associated with the Group's non US
dollar denominated net debt (+US$134M pre-tax). The tax impact of earnings adjustments (-US$199M) includes tax on
the aforementioned items, exchange rate losses on tax balances and a charge associated with the repeal of the Mineral
Resources Rent Tax (MRRT). Pro forma Profit after taxation was US$28M in FY15 (FY14 US$64M).

CASH FLOW
On a pro forma basis, cash generated from continuing operations increased by 35% to US$1.84B in FY15
(FY14 US$1.36B). This included an increase in working capital of US$114M, primarily driven by payments from
provisions in excess of amounts charged (-US$167M), partly offset by a decrease in inventories (+US$98M).

Pro forma capital expenditure (including equity accounted investments) was US$768M in FY15 (FY14 US$697M),
comprising:

    -    Stay-in-business (SIB), Minor discretionary and Deferred stripping (including underground development) capital
         expenditure of US$578M;

    -    Major project capital expenditure of US$51M; and

    -    South32's share of capital expenditure associated with equity accounted investments of US$139M.

The Appin Area 9 underground extension at Illawarra Metallurgical Coal is the Group's sole Major project in
development. This project, which is now expected to be completed ahead of schedule and approximately 20% under
budget, also accounted for the majority of Deferred stripping in FY15.

Capital expenditure associated with the Premium Concentrate Ore (PC02) project at GEMCO (Australia Manganese)
and the second phase of the Central Block project at the Wessels mine (South Africa Manganese) is included in
South32's share of capital expenditure associated with equity accounted investments.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 7

BALANCE SHEET
South32's strong balance sheet represents a key point of differentiation in the currently volatile operating environment.
At 30 June 2015, net debt (including finance leases of US$631M) was US$402M. The Group's liquidity and flexibility is
underpinned by an undrawn US$1.5B revolving credit facility (RCF).

Consistent with our commitment to maintain an investment grade credit rating, Standard and Poor's and Moody's
assigned BBB+ and Baa1 credit ratings, respectively, to South32 on 22 May 2015.

DIVIDEND
As indicated in the South32 Listing Documents, the Board has not declared a final dividend for FY15.

The Group's simple capital management framework prioritises investment in safe and reliable operations, and an
investment grade credit rating through the cycle. Once those core priorities have been satisfied, South32 intends to
distribute a minimum 40% of Underlying earnings as dividends to its shareholders in each six month reporting period.

   "South32's strong balance sheet is a key point of differentiation and we value it
    highly. Our simple capital management framework and dividend policy ensures our
    shareholders will be rewarded as financial performance improves."
    Brendan Harris, South32 CFO

OUTLOOK

PRODUCTION
The South32 asset base is well capitalised, having received significant investment over many years.

Our strategy includes a deliberate focus on the Group's existing assets as we seek to optimise their performance. Given
the geographic, commodity and technical diversity of our portfolio, a flexible and entrepreneurial approach is required.

The majority of South32's assets occupy the first and second quartiles of their respective industry cost or margin curves.
For those assets, we typically endeavour to maximise production, safely and sustainably. For example, at Worsley
Alumina, incremental production growth is being pursued given the potential to realise additional economies of scale.
Similarly, at Cannington, by stretching the performance of the paste plant and underground mine we are seeking to
minimise the impact of grade decline. Conversely, the decision to temporarily suspend cash flow negative downstream
processing capacity at Metalloys (South Africa Manganese) and Brazil Aluminium reflects our commitment to maximise
financial performance per share, rather than volume.

We will continue to take decisive action where appropriate. For example, a review of South Africa Manganese is
currently underway to ensure it is appropriately structured for the current environment. While a final decision is yet to be
taken, this may lead to a further reduction in planned alloy and ore production.

Production guidance for FY16 and FY17 reflects the targets that have been set for our operations in the current
environment. We will deviate from this guidance should superior long-term returns be attainable by varying the output of
any asset.
  
                                                                                                      SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 8

FY16/17 attributable upstream production guidance                              
                                                      FY15    FY16e    FY17e   
Worsley Alumina                                                                
Alumina production (kt)                              3,819    3,950    3,955   
Brazil Aluminium                                                               
Alumina production (kt)(18)                          1,328    1,320    1,320   
South Africa Energy Coal                                                  
Domestic coal production (kt)                       18,127   16,650   15,300   
Export coal production (kt)                         16,150   15,300   15,700   
Illawarra Metallurgical Coal                                                   
Metallurgical coal production (kt)                   7,455    7,200    7,500   
Energy coal production (kt)                          1,471    1,700    1,500   
Australia Manganese                                                            
Manganese ore production (kt)                        2,942    3,050    3,250   
South Africa Manganese                                                         
Manganese ore production (kt)                        1,682    1,650    1,650   
Cerro Matoso                                                                   
Payable nickel production (kt)                        40.4     36.5     36.0   
Cannington                                                                     
Payable silver production (koz)                     22,601   21,650   19,500   
Payable lead production (kt)                           183      175      168   
Payable zinc production (kt)                            72       80       78   

The plans for our downstream assets differ depending on their unique circumstances.

Efficiency gains at our South Africa Aluminium and Mozal Aluminium smelters have continued to mitigate the increasing
prevalence of electricity load-shedding events. Metal production is expected to remain broadly unchanged at both
smelters in FY16 and FY17. That being said, electricity grid stability and the frequency of load-shedding events remains
an ever present risk to these targets, notwithstanding the fact that load-shedding has remained within the permissible
limits defined by our electricity supply agreements.

At Brazil Aluminium, all three potlines remain temporarily suspended and contracted electricity has been forward sold
until the end of December 2016. This temporary curtailment of smelting capacity will be the subject of ongoing review.

Based on current plans, alloy production at TEMCO (Australia Manganese) is expected to remain broadly unchanged
from FY15. In contrast, Metalloys (South Africa Manganese) remains under review and is currently operating only one of
its four furnaces in response to challenging market conditions.

COSTS AND CAPITAL EXPENDITURE

Controllable costs
US$282M of productivity-led and other cost efficiencies (hereinafter productivity-led cost efficiencies) were embedded
during FY15 as we fast-tracked the implementation of our regional operating model. This included the decision to close
offices in Wollongong, Brisbane, Townsville and Australind (all Australia). As the next phase of the regional model is
implemented we expect a further reduction in functional support and fewer layers of operational management.

Significant savings are also being achieved in procurement and logistics following the aggregation and elevation of these
commercial activities.

                                                                                                      SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 9

We are seeking to reduce controllable costs by at least US$350M per annum (including equity accounted investment)
over the three years to the end of FY18. This represents approximately 7.5% of our controllable cost base and excludes
the influence of foreign exchange rate movements, inflation, price-linked costs, non-recurring set-up related activities and
cost variances associated with discontinued or suspended operations. If the current environment persists, these factors
would provide a significant additional net benefit to costs.

At an asset level, the mines and refineries offer the greatest potential. Critical enablers include:

    -    A reduction in contractor usage and rates;

    -    The optimisation of energy fuels (particularly at Worsley Alumina) and broader consumables usage;

    -    Equipment and labour productivity; and

    -    Numerous procurement initiatives.

Greenfield exploration opportunities are currently being assessed and a modest investment in this category is
incorporated in our plans. Exploration activity focussed on our existing assets of approximately US$20M is anticipated in
FY16 (FY15 US$21M; including US$13M exploration expense).

Non-recurring set up costs associated with the establishment of South32 (pre-funded by BHP Billiton) of approximately
US$130M are expected in FY16. These costs, primarily related to the establishment of the Group's IT infrastructure and
broader restructuring activities, will be excluded from our Underlying measures.

Capital expenditure
Capital expenditure continues to be scrutinised in every location as we seek to sustainably de-capitalise the business
and grow ROIC.

Sustaining capital expenditure, comprising Stay-in-business (SIB), Minor discretionary and Deferred stripping capital
expenditure, accounts for a significant component of South32 cash flow. In FY16, this category of expenditure is
expected to decline by 9% (or US$67M) to US$650M (including equity accounted investments). While rarely linear from
year to year, this rate of expenditure is expected to be sustainable, on average, across our planning horizon in real
terms, barring any significant movement in exchange rates or the closure of operations.

Capital expenditure associated with the Premium Concentrate (PC02) project at GEMCO (Australia Manganese) and the
Central Block project at Wessels (South Africa Manganese) is included in the Group's share of capital expenditure
associated with equity accounted investments. This category, which is included in the sustaining capital expenditure
guidance noted above, is expected to account for approximately US$100M of capital expenditure in FY16
(FY15 US$139M).

Total capital expenditure (including equity accounted investments) of approximately US$700M is anticipated in FY16,
including approximately US$50M for Major projects. The Appin Area 9 project (Illawarra Metallurgical Coal) is the
Group's sole Major project in the execution phase. It is expected to be commissioned ahead of schedule in the second
half of FY16, approximately 20% below the original budget of US$845M. Major project capital expenditure guidance
includes approximately US$10M for feasibility studies, primarily associated with the Klipspruit Life Extension project
(South Africa Energy Coal).

Depreciation and amortisation
Group depreciation and amortisation for FY16 is forecast to remain broadly unchanged. Additional depreciation
associated with our annual capital expenditure program is expected to be largely offset by lower depreciation at South
Africa Energy Coal following the impairment of the Wolvekrans Middelburg Complex at 30 June 2015.

Tax expense
The South32 Underlying ETR for FY16 will again reflect the geographic distribution of the Group's profits. The corporate
tax rates applicable to South32 include: Australia 30%; South Africa 28%; Colombia 39%; and Brazil 34%. Should
current conditions prevail, the Group's Underlying ETR would likely exceed 30%.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 10

SOUTH32 PRO FORMA FINANCIAL
RESULTS HIGHLIGHTS AND
OVERVIEW                                                                                             SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 11
 
For the year ended 30 June 2015

PRO FORMA FINANCIAL RESULTS HIGHLIGHTS

For the release with graphs and schematics, please refer to the company`s website hosted 
at www.south32.net

Underlying EBITDA (US$M)
FY14    1 465
FY15    1 849
US$282M of productivity-led cost
efficiencies were the major contributor to
a 26% increase in Underlying EBITDA.

Underlying EBIT (US$M)
FY14     642
FY15   1 001
Our large and low-cost Worsley Alumina
refinery led the way, delivering a
US$150M increase in Underlying EBIT.

Underlying earnings (US$M)
FY14   407
FY15   575
Despite volatile commodity markets, our
high-quality portfolio generated a 41%
increase in Underlying earnings.

Basic Underlying EPS
(US cents)
FY14    7.6
FY15   10.8
We have bold aspirations, including the
pursuit of sector leading TSR by focusing
on per share financial performance.

Free cash flow before interest and
tax (US$M)
FY14     974
FY15   1 681
Our strong balance sheet and cash
generating capacity is a powerful
combination.

Return on invested capital
(ROIC) (%)
FY14   4.0
FY15   6.2
Every investment decision will be closely
scrutinised as we seek to grow ROIC to
an acceptable level.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 12

FINANCIAL OVERVIEW        

PRO FORMA EARNINGS ANALYSIS

For the release with graphs and schematics, please refer to the company`s website hosted at www.south32.net

Prices, foreign exchange rates and inflation
               
FY15 was characterised by volatile commodity markets and a sharp contraction in prices towards the end of the period.  
Weaker commodity prices and inflationary pressures were, however, largely offset by a stronger US dollar. 

Lower metallurgical and energy coal prices reduced Underlying EBIT by US$273M, while significantly weaker manganese                             
alloy and ore prices reduce Underlying EBIT by US$166M. In contrast, stronger average realise prices for alumina and            
aluminium, and elevated aluminium premiums, increased Underlying EBIT by US$278M. In aggregate, lower average         
realised prices reduced Underlying EBIT by US$238M, while price-linked costs reduced Underlying EBIT by a further
US$30M.

Inflation reduced Underlying EBIT by US$$197M in FY1 5. This was most pronounced at Brazil Alluminium and in our African
operations, which collective accounted for approximately 70% of the total impact.
             
                    
The resurgence of the US dollar against a basket of producer currencies, including the Australian dollar, South African rand,                            
Colombian peso and Brazilian real, increased Underlying EBIT by US$435M in the period.
          
Volume efficiencies
During FY15, annual production records were achieved for alumina at Brazil Aluminium, coal at Illawarra Metallurgical Coal,
alloy at Australia Manganese and ore at South Africa Manganese. Despite robust operating performance, sales volumes
declined overall as manganese stockpiles were replenished and ore grades decline at Cannington and Cerro Matoso. In
aggregate, lower sales volumes reduced Underlying EBIT by US$62M.

Cost efficiencies
The implementation of the Group's regional operating model and several initiatives designed to improve the competitiveness                 
of our assets delivered another significant reduction in operating cost This included a broad based approach focused on
labour productivity, contractor usage and rates, maintenance planning and the more efficient use of various consumables, 
including fuel and energy. In total, productivity-led cost efficiencies increased Underlying EBIT by US$282M in FY15. We
are seeking to reduce controllable costs by at least US$350M per annum (including equity accounted investment) over the
three years to the end of FY18.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 13
Non-cash costs
A modest reduction in non-cash charges increased Underlying EBIT by US$18M in the period. This reflected a reduction in
other non-cash charges, which was only partially offset by an increase in depreciation and amortisation expense associated
with continued investment in the business.

Other items
Other items increased Underlying EBIT by a net US$29M as the last of three potlines at Brazil Aluminium was temporarily
suspended and contracted power was preferentially sold into the grid. The combination of higher realised power prices and
volumes increased Underlying EBIT by US$53M.

Ceased and sold operations
Ceased and sold operations increased Underlying EBIT by US$20M in the period. This variance reflects the closure of the
higher-cost Bayside smelter in FY14.

Interest and tax (equity accounted investments)
The Group's manganese assets are jointly controlled by South32 and Anglo American. The Underlying interest and
taxation expense associated with these equity accounted investments declined by US$102M in FY15 as profitability
declined with lower prices.

Net finance costs
Pro forma Underlying net finance costs totalled US$194M (excluding equity accounted investments) in FY15. The
unwinding of the discount applied to the Group's restoration and rehabilitation provisions accounted for US$120M of the
annual charge, while finance lease charges accounted for a further US$60M. Pro forma net interest associated with equity
accounted investments was US$28M in the period.

The following table reconciles the pro forma FY15 Underlying net finance costs to pro forma net finance costs.

Pro forma Underlying net finance costs reconciliation                              
US$M                                                                         FY15   
Unwind of discount applied to restoration and rehabilitation provisions       120   
Finance lease charges                                                          60   
Other                                                                          14   
Pro forma Underlying net finance costs                                        194   
Add back earnings adjustment for exchange rate variations on net debt       (134)   
Pro forma net finance costs                                                    60   

Taxation expense
Pro forma Underlying income tax expense was US$232M (excluding equity accounted investments) in FY15. The Group's
Underlying ETR (excluding equity accounted investments) was 28.7%. The pro forma tax expense for the Group's equity
accounted investments was US$47M. This excluded royalty related taxation at GEMCO (Australia Manganese) which
totalled US$30M in the period.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 14

The following table reconciles the Group's pro forma Underlying income tax expense and Underlying ETR for FY15.

Pro forma Underlying income tax expense reconciliation and Underlying ETR           
US$M                                                                         FY15   
Underlying EBIT                                                             1,001   
Include: Underlying net finance revenue/(costs)                             (194)   
Remove: Share of loss of equity accounted investments                           -   
Underlying profit/(loss) before taxation                                      807   
Pro forma income tax expense                                                  431   
Tax effect of earnings adjustments to Underlying EBIT                         134   
Tax effect of earnings adjustments to net finance costs                      (40)   
Exchange rate movements                                                     (197)   
Repeal of Minerals Resource Rent Tax (MRRT) legislation                      (96)   
Underlying income tax expense                                                 232   
Underlying effective tax rate (ETR)                                         28.7%   

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 15

ASSET ANALYSIS
A pro forma summary of the Underlying performance of the South32 assets for FY15 and FY14 is presented below.

Pro forma asset tables                                                            
                                      Revenue             Underlying EBIT           
US$M                                     FY15      FY14              FY15    FY14   
Worsley Alumina                         1,291     1,229               174      24   
South Africa Aluminium                  1,541     1,614               250     132   
Mozal Aluminium                           630       574               112      29   
Brazil Aluminium                          497       529               181      44   
South Africa Energy Coal                1,315     1,247                94      31   
Illawarra Metallurgical Coal              814       878              (30)    (28)   
Australia Manganese(a)                    595       785               123     276   
South Africa Manganese(a)                 420       473              (20)      29   
Cerro Matoso                              593       595                58       5   
Cannington                                902     1,079               287     418   
Third party products                      795     1,260                28      30   
Inter-segment                           (635)     (659)             (151)   (141)   
Total                                   8,758     9,604             1,106     849   
Equity accounting adjustment(b)       (1,015)   (1,260)             (105)   (207)   
South32 Group                           7,743     8,344             1,001     642   

(a)   Revenue and Underlying EBIT reflect South32's proportionally consolidated interest in the manganese assets.
(b)   The equity accounting adjustment reconciles the proportional consolidation of the South32 manganese assets to the treatment of the
      manganese assets on an equity accounted basis.

                                                                                                    SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 16

WORSLEY ALUMINA
(86% SHARE)

Volumes
Worsley Alumina saleable production declined by 2% (or 97kt) 
to 3.8 Mt in FY15 as planned maintenance reduced
calciner availability. Record quarterly alumina hydrate
production was, however, achieved in the June 2015 quarter
as the input circuit operated at expanded capacity of 4.6
Mtpa (100% basis).

Saleable production is expected to increase by 3% to 3.95
Mt in FY16, with a further lift to 3.96 Mt anticipated in FY17.
An increase in calciner availability and flow rates, and
broader efficiency gains, are expected to deliver the
incremental production growth.

Costs
Operating unit costs declined by 9% to US$250/t as labour
productivity improved and the US dollar strengthened.

Energy costs are expected to decline in FY16 as coal
progressively replaces gas in the cogeneration fuel mix and
the closure of the Australind office reduces overhead costs.
Additional insourcing of contractor related maintenance
activity is also planned.

Financial performance
Underlying EBIT increased by US$150M in FY15 to
US$174M. Higher average realised alumina prices
(+US$91M, net of price-linked costs) and a favourable
movement in foreign exchange rate markets (+US$61M) had
the most significant influence on financial performance.
Productivity-led cost efficiencies increased Underlying EBIT
by US$19M.

Capital expenditure of US$62M was broadly unchanged from
the prior period.

South32 share                                      FY15    FY14   
Alumina production (kt)                           3,819   3,916   
Alumina sales (kt)                                3,857   3,864   
Realised alumina sales price
(US$/t)(a)                                          335     318   
Operating unit cost (US$/t)(b)                      250     276   

(a)   Realised sales price is calculated as sales revenue divided by sales
      volume.
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      sales.

South32 share (US$M)                               FY15    FY14
Revenue                                           1,291   1,229
Underlying EBITDA                                   325     162
Underlying EBIT                                     174      24
Net operating assets                              3,361     N/A
Capital expenditure                                  62      56
  Major projects (>US$100M)                           -       -
  Deferred stripping                                  -       -
  All other capital expenditure                      62      56
Exploration expenditure                               -       -
Exploration expensed                                  -       -
     
                                                                                                   SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 17


SOUTH AFRICA ALUMINIUM
(100% SHARE)

Volumes
South Africa Aluminium saleable production declined by 13%
(or 105 kt) to 699 kt in FY15. The closure of the higher-cost
Bayside smelter in June 2014 accounted for the majority 
(89 kt) of the decline. Efficiency gains underpinned largely
unchanged annual production at Hillside (-2%) despite a
104% increase in load-shedding events and an increase in
pot relining activity (136 pots FY15 versus 58 FY14).

Saleable production is expected to remain broadly
unchanged across FY16 and FY17. The ability to maintain
production will be contingent upon the frequency and
intensity of electricity load-shedding events. South Africa
Aluminium retains a strong working relationship with
Eskom and load-shedding has remained within the
allowable limits defined in our electricity supply contracts.

Costs
Operating unit costs remained largely unchanged at
US$1,761/t. A favourable movement in foreign exchange
rate markets and the closure of the higher-cost Bayside
smelter was largely offset by higher costs associated with an
increase in pot relining activity and general cost inflation.

Controllable costs are expected to be impacted by another
increase in pot relining activity in FY16 that forms part of the
natural relining cycle. Hillside sources power from Eskom
under long-term contracts. The price of electricity supplied to
potlines 1 and 2 is linked to the LME aluminium price and the
South African rand/US dollar exchange rate. The price of
electricity supplied to potline 3 is South African rand based
and linked to South African and United States producer price
indices. A separate and fully utilised 75 MW power supply
arrangement not covered by a long-term contract is priced at
the same tariff as other South African industrial power users.

Financial performance
Underlying EBIT increased by US$118M in FY15 to
US$250M. The major contributors to the increase in
profitability were higher average realised aluminium prices
and premiums (+US$90M, net of price-linked costs), and a
favourable movement in foreign exchange rate markets
(+US$34M). The transfer of ownership of the Bayside
aluminium cast house to Isizinda Aluminium occurred on 30 June 2015.

Capital expenditure of US$35M was broadly unchanged from
the prior period.

South32 share                       FY15    FY14   
Aluminium production (kt)            699     804   
Aluminium sales (kt)(a)              695     804   
Realised sales price (US$/t)(a)    2,217   2,007   
Operating unit cost (US$/t)(b)     1,761   1,757   

(a)   Volumes and prices do not include any third party trading that may
      be undertaken independently of equity production. Realised sales
      price is calculated as sales revenue divided by sales volume.
(b)   Total cost per tonne of aluminium sold. Operating unit cost is
      Revenue less Underlying EBITDA divided by sales.

South32 share (US$M)               FY15    FY14
Revenue                           1,541   1,614
Underlying EBITDA                   317     201
Underlying EBIT                     250     132
Net operating assets              1,151     N/A
Capital expenditure                  35      28
  Major projects (>US$100M)           -       -
  Deferred stripping                  -       -
  All other capital expenditure      35      28
Exploration expenditure               -       -
Exploration expensed                  -       -

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 18                                      

MOZAL ALUMINIUM
(47.1% SHARE)

Volumes
Mozal Aluminium saleable production was effectively
unchanged at 265 kt in FY15, despite a 50% increase in
load-shedding events reported during the period. This
included a strong finish to the year (June 2015 quarterly
production unchanged at 65 kt) even though load-shedding
was skewed to the fourth quarter.

Saleable production is expected to remain broadly
unchanged across FY16 and FY17. The ability to maintain
production levels will be contingent upon the frequency and
intensity of electricity load shedding events. Load-shedding
has remained within the allowable limits defined in Mozal
Aluminium's electricity supply contracts. The smelter utilises
hydroelectric power under long-term contract that is
generated by Hidroeléctric Cahora Bassa (HCB). HCB
delivers power into the South African grid to Eskom and
Mozal Aluminium sources the power via the Mozambique
Transmission Company (Motraco).

Costs
Operating unit costs declined by 4% to US$1,762/t. Lower
coke and pitch prices, higher labour productivity, a reduction
in the level of pot relining activity and a favourable movement
in foreign exchange rate markets all contributed.

Cost reduction and efficiency initiatives are expected to be
broadly offset by an increase in pot relining activity in 
FY16 that forms part of the natural relining cycle.

Financial performance
Underlying EBIT increased by US$83M in FY15 to
US$112M. Higher realised aluminium prices and premiums
increased Underlying EBIT by US$48M (net of price-linked
costs). Productivity-led cost efficiencies, including lower input
and contractor costs, increased Underlying EBIT by
US$21M. A favourable movement in foreign exchange rate
markets increased Underlying EBIT by a further US$20M.

Capital expenditure of US$14M was broadly unchanged from
the prior period.

South32 share                       FY15    FY14   
Aluminium production (kt)            265     266   
Aluminium sales (kt)(a)              273     276   
Realised sales price (US$/t)(a)    2,308   2,080   
Operating unit cost (US$/t)(b)     1,762   1,844   

(a)   Volumes and prices do not include any third party trading that may
      be undertaken independently of the equity production. Realised
      sales price is calculated as sales revenue divided by sales volume.
(b)   Total cost per tonne of aluminium sold. Operating unit cost is
      Revenue less Underlying EBITDA divided by sales.

South32 share (US$M)                 FY15   FY14
Revenue                               630    574
Underlying EBITDA                     149     65
Underlying EBIT                       112     29
Net operating assets                  626    N/A
Capital expenditure                    14      8
  Major projects (>US$100M)             -      -
  Deferred stripping                    -      -
  All other capital expenditure        14      8
Exploration expenditure                 -      -
Exploration expensed                    -      -

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 19

BRAZIL ALUMINIUM
(ALUMINA 36% SHARE, ALUMINIUM
40% SHARE)

Volumes
Brazil Aluminium saleable alumina production increased by
5% (or 66 kt) to a record 1.3 Mt in FY15 as the refinery
exceeded nameplate capacity. Conversely, saleable
aluminium production declined by 62% (or 64 kt) to 40 kt
following the decision to suspend production in the last of
three potlines from April 2015.

Saleable alumina production is expected to be broadly
unchanged across FY16 and FY17. All three potlines at the
smelter remain temporarily suspended and contracted
electricity has been forward sold until the end of the
December 2016 half year. This temporary curtailment of
smelting capacity will be the subject of ongoing review.

Costs
Alumina operating unit costs declined by 16% to US$215/t as
incremental production growth delivered additional
economies of scale. Greater stability in the refinery also led
to a reduction in maintenance costs, while the US dollar
strengthened against the Brazilian real.

Financial performance
Underlying EBIT increased by US$137M in FY15 to
US$181M. The major contributors to the significant increase
in profitability were higher realised alumina and aluminium
prices, and premiums (+US$49M, net of price-linked costs),
and a favourable movement in foreign exchange rate
markets (+US$64M). The combination of higher realised
power prices and an increase in the volume of contracted
power sales increased Underlying EBIT by US$53M.
Conversely, inflationary pressures in Brazil reduced
Underlying EBIT by US$25M.

While the volume of contracted power forward sold in FY16
will increase, the average margin achieved is expected to be
significantly lower than that achieved in FY15. Underlying
EBIT generated from the unhedged forward sale of power
will be approximately BRL255M in FY16
(FY15 BRL300M).

Capital expenditure of US$8M was broadly unchanged from
the prior period.

South32 share                                          FY15    FY14   
Alumina production (kt)                               1,328   1,262   
Aluminium production (kt)                                40     104   
Alumina sales (kt)                                    1,309   1,248   
Aluminium sales (kt)                                     41     104   
Realised alumina sales price
(US$/t)(a)                                              323     300   
Realised aluminium sales price
(US$/t)(a)                                            2,366   2,000   
Alumina operating unit cost
(US$/t)(b)(c)                                           215     256   
Aluminium operating unit cost
(US$/t)(b)(d)                                         2,366   1,923   

(a)   Realised sales price is calculated as sales revenue divided by sales
      volume.
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      sales.
(c)   Includes cost of acquiring bauxite from MRN.
(d)   Includes cost of alumina transferred from the Alumar refinery to the
      Alumar smelter at the alumina contract sales price. Excludes
      EBITDA from the sale of power.

South32 share (US$M)                                   FY15    FY14
Revenue                                                 497     529
  Alumina                                               423     374
  Aluminium                                              97     208
  Intra-segment elimination                            (23)    (53)
Other income(a)                                         229     121
Underlying EBITDA                                       259     127
  Alumina                                               141      54
  Aluminium                                             118      73
Underlying EBIT                                         181      44
  Alumina                                                83    (10)
  Aluminium                                              98      54
Net operating assets                                    928     N/A
  Alumina                                               744     N/A
  Aluminium                                             184     N/A
Capital expenditure                                       8       9
  Major projects (>US$100M)                               -       -
  Deferred stripping                                      -       -
  All other capital expenditure                           8       9
Exploration expenditure                                   -       -
Exploration expensed                                      -       -

(a)   Other income primarily comprises revenue generated from the sale
      of surplus electricity into the transmission grid.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 20

SOUTH AFRICA ENERGY COAL
(90% SHARE)

Volumes
South Africa Energy Coal saleable production increased by
13% (or 3.9 Mt) to 34.3 Mt in FY15. The continued
optimisation of equipment availability and mine planning also
underpinned a 23% and 13% increase in export and
domestic sales, respectively. Saleable coal production in the
June 2015 quarter declined by 8% (or 728 kt) following the
curtailment of mining activity at the Khutala open cut mine.
The Khutala open cut mine contributed 1.4 Mt of domestic
coal production in FY15.

Saleable coal production is expected to decline to
approximately 32.0 Mt in FY16 and 31.0 Mt in FY17 largely
as a result of the curtailment of mining activity at the Khutala
open cut mine and the sequencing of pits in the Wolvekrans
Middelburg Complex. The majority of the impact will be
reflected in domestic coal sales, which are forecast to be
approximately 1.5 Mt lower in FY16.

Costs
Operating unit costs declined by 14% to US$30/t as
additional economies of scale were realised with stronger
volumes, the US dollar strengthened against the rand and
the strip ratio fell.

The insourcing of key activities currently performed by
contractors, associated labour productivity and the
renegotiation of contracts on more favourable terms is
expected to deliver another reduction in controllable costs in
FY16.

Financial performance
Underlying EBIT increased by US$63M in FY15 to US$94M.
Productivity-led cost efficiencies increased Underlying EBIT
by US$84M while lower depreciation associated with prior
impairments increased Underlying EBIT by another
US$39M. The combination of lower product prices
(-US$78M, net of price-linked costs) and inflation (-US$63M)
more than offset the benefit associated with a stronger US
dollar (+US$65M).

A US$33M increase in capital expenditure to US$98M
reflected an increase in dewatering activities and the
purchase of mobile equipment as we continued to insource
contractor activities.

100 per cent terms(a)                               FY15     FY14   
Energy coal production (kt)                       34,277   30,384   
Domestic sales (kt)(b)                            18,416   16,330   
Export sales (kt)(b)                              16,390   13,298   
Realised domestic sales price
(US$/t)(b)                                            21       22   
Realised export sales price
(US$/t)(b)                                            56       66   
Operating unit cost (US$/t)(c)                        30       35   

(a)   South32's interest in South Africa Energy Coal is accounted at 
      100 per cent until ESOP and B-BBEE vendor loans are repaid.

(b)   Volumes and prices do not include any third party trading that may
      be undertaken independently of equity production. Realised sales
      price is calculated as sales revenue divided by sales volume.

(c)   Operating unit cost is Revenue less Underlying EBITDA divided by
      sales.

100 per cent terms(a) (US$M)                         FY15    FY14
Revenue(b)                                          1,315   1,247
Underlying EBITDA                                     276     224
Underlying EBIT                                        94      31
Net operating assets                                  395     N/A
Capital expenditure                                    98      65
  Major projects (>US$100M)                             -       -
  Deferred stripping                                   13       8
  All other capital expenditure                        85      57
Exploration expenditure                                 -       -
Exploration expensed                                    -       -

(a)   South32's interest in South Africa Energy Coal is accounted at 
      100 per cent until ESOP and B-BBEE vendor loans are repaid.
(b)   Includes domestic and export sales revenue.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 21

ILLAWARRA METALLURGICAL COAL
(100% SHARE)

Volumes
Illawarra Metallurgical Coal saleable production increased by
19% (or 1.4 Mt) to a record 8.9 Mt in FY15. An improvement
in longwall availability and utilisation, and a 22% increase in
washed tonnes from the West Cliff coal processing plant,
underpinned record metallurgical coal production.

Total saleable coal production is expected to be broadly
unchanged at approximately 8.9 Mt in FY16, although three
longwall moves are planned (compared to two in FY15),
including one in the December 2015 half year. The ramp-up
of the Appin Area 9 project from FY16 is expected to see
Illawarra volumes maintained at capacity of approximately
9.0 Mt as the West Cliff operation is depleted.

The product mix at Illawarra is set to change in FY16 as the
mine plan moves through seams that will alter average
product yields. In this regard, marginally lower metallurgical
coal production is expected to be offset by a modest increase
in energy coal output. This trend reverses in FY17, when the
mine plan favours metallurgical coal production.

Costs
Operating unit costs declined by 24% in FY15 to US$74/t.
This significant reduction in costs was driven by a favourable
movement in foreign exchange rate markets and broader
cost savings initiatives. For example, a significant reduction
in contractor rates has been achieved and is reflected in our
forward plans.

The continual improvement in the planning and execution of
maintenance activity, and a broader increase in labour
productivity is expected to contribute to a reduction in
controllable operating costs in FY16. Illawarra Metallurgical
Coal is currently negotiating the Dendrobium mine Enterprise
Agreement.

Financial performance
Underlying EBIT decreased by US$2M in FY15 to a loss of
US$30M. Lower realised coal prices
(-US$164M) were offset by an equivalent improvement in
cost related efficiencies (+US$165M).

Capital expenditure was unchanged from the prior period.
The Appin Area 9 project is 86% complete and is now
expected to be commissioned ahead of schedule in the
second half of FY16, approximately 20% below the original
budget of US$845M. Total capital expenditure for FY15 was
US$308M.

South32 share                                         FY15    FY14   
Metallurgical coal production (kt)                   7,455   5,974   
Energy coal production (kt)                          1,471   1,539   
Metallurgical coal sales (kt)                        7,324   5,921   
Energy coal sales (kt)                               1,378   1,623   
Realised metallurgical coal sales
price (US$/t)(a)                                       101     130   
Realised energy coal sales price
(US$/t)(a)                                              54      67   
Operating unit cost (US$/t)(b)                          74      98   

(a)   Realised sales price is calculated as sales revenue divided by sales
      volume.
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      sales.

South32 share (US$M)                                  FY15    FY14
Revenue(a)                                             814     878
Underlying EBITDA                                      167     142
Underlying EBIT                                       (30)    (28)
Net operating assets                                  1,518    N/A
Capital expenditure                                    308     309
  Major projects (>US$100M)                             51      93
  Deferred stripping(b)                                119     137
  All other capital expenditure                        138      79
Exploration expenditure                                  5       5
Exploration expensed                                     5       5

(a)   Includes metallurgical coal and energy coal sales revenue.
(b)   Includes capitalised underground development expenditure.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 22

AUSTRALIA MANGANESE
(60% SHARE)

Volumes
Australia Manganese saleable ore production increased by
3% (or 76 kt) to 2.9 Mt in FY15 as plant throughput and
concentrator yields improved. Near record production at
GEMCO was supported by an increase in total material
movement as the waste-to-ore strip ratio increased to 
3.0:1 (2.6:1 FY14). An increase in ore inventories was recorded
over the course of the year as stockpiles returned to
normalised levels. Record annual alloy production was
achieved at TEMCO.

Manganese ore production is expected to increase to
approximately 3.05 Mt in FY16 as mining rates are increased
to match plant capacity. Another rise in ore production to
3.25 Mt is expected in FY17 as the Premium Concentrate
Ore (PC02) project is completed. TEMCO manganese alloy
production is expected to remain broadly unchanged, subject
to market conditions.

Costs
Manganese ore operating unit costs declined by 3% to
US$94/t. The waste to ore strip ratio is expected to increase
to 3.2:1 and then 3.7:1 in FY16 and FY17, respectively. A
rise in labour productivity and broader cost saving initiatives
are expected to largely offset this impact.

Financial performance
Underlying EBIT declined by US$153M in FY15 to
US$123M. Lower manganese ore and alloy prices reduced
Underlying EBIT by US$105M (net of price-linked costs),
while a decline in sales volumes reduced Underlying EBIT by
a further US$30M. In contrast, a favourable movement in
foreign exchange rate markets increased Underlying EBIT by
US$28M. A rise in non-cash charges reduced Underlying
EBIT by US$36M, largely reflecting the ramp-up of the
Groote Eylandt Expansion Project (GEEP) 2.

Capital expenditure increased by US$33M to US$98M. This
included a US$41M investment in the Premium Concentrate
Ore (PC02) project. The PC02 project increases manganese
ore production capacity by 0.5 Mt. The project is 48%
complete and remains on schedule for completion in the
second half of FY16. The original budget of US$139M
(100% basis) remains unchanged.

South32 share                                         FY15    FY14
Manganese ore production (kt)                        2,942   2,866
Manganese alloy production (kt)                        167     161
Manganese ore sales (kt)(a)                          2,845   3,038
  External customers                                 2,540   2,755
  TEMCO                                                305     283
Manganese alloy sales (kt)(a)                          139     166
Realised manganese ore sales
price (US$/t)(a)                                       174     219
Realised manganese alloy sales
price (US$/t)(a)                                       964   1,024                          
Ore operating unit cost (US$/t)(b)                      94      97
Alloy operating unit cost
(US$/t)(b)(c)                                          849     946

(a)   Volumes and prices do not include any third party trading that may
      be undertaken independently of equity production. Realised sales
      price is calculated as sales revenue divided by sales volume.
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      sales.
(c)   Includes the cost of manganese ore acquired by TEMCO from
      GEMCO at market prices.

South32 share (US$M)                                  FY15    FY14
Revenue(a)                                             595     785
  Manganese Ore                                        494     664
  Manganese Alloy                                      134     170
  Intra-segment elimination                           (33)    (49)
Underlying EBITDA                                      243     383
  Manganese Ore                                        227     370
  Manganese Alloy                                       16      13
Underlying EBIT                                        123     276
  Manganese Ore                                        115     270
  Manganese Alloy                                        8       6
Net operating assets                                  1,384    N/A
  Manganese Ore                                       1,365    N/A
  Manganese Alloy                                       19     N/A
Capital expenditure                                     98      65
  Major projects (>US$100M)                              -       -
  Deferred stripping                                     -       -
  All other capital expenditure                         98      65
Exploration expenditure                                  2       3
Exploration expensed                                     2       3

(a)   Revenues referring to sales from GEMCO to TEMCO are eliminated
      as part of the consolidation.

                                                                                                    SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 23

SOUTH AFRICA MANGANESE
(ORE 44.4% SHARE, ALLOY 60% SHARE)

Volumes
South Africa Manganese saleable ore production increased
by 7% (or 116 kt) to a record of 1.7 Mt in FY15 as equipment
availability and recoveries continued to improve. Manganese
alloy production increased by 9% (or 20 kt) to 246 kt in FY15.
Metalloys production declined substantially in the June 2015
quarter as a fatality led to the initial suspension of operations,
before a decision was taken to restart only one of the four
furnaces in response to challenging market conditions.

Subject to market demand and the continuing review of our
manganese assets, saleable ore production is expected to
decline marginally to approximately 1.65 Mt for both FY16
and FY17. Only one of the four furnaces at Metalloys is
currently in operation.

Costs
Manganese ore operating unit costs increased by 13% to
US$90/t as broader inflationary pressure more than offset
the benefit associated with a stronger US dollar.
Conversely, alloy operating unit costs declined by 13% to
US$948/t, despite the temporary suspension of
production in three of the four furnaces at Metalloys
towards the end of the period.

Financial performance
Underlying EBIT declined by US$49M to a loss of US$20M.
Lower realised manganese ore and alloy prices reduced
Underlying EBIT by US$61M (net of price-linked costs),
although this was partially offset by a favourable movement
in foreign exchange rate markets (+US$17M) and
productivity-led cost efficiencies (+US$20M).

Capital expenditure of US$41M was broadly unchanged from
the prior period and included a US$9M investment in the
second phase of the Central Block project at Wessels. This
project increases ROM production capacity at Wessels to 1.5
Mtpa (100% basis). The US$31M (100% basis) project is
44% complete and remains on schedule and budget with first
production expected in the first quarter of FY17.

South32 share                                         FY15    FY14   
Manganese ore production (kt)                        1,682   1,566   
Manganese alloy production (kt)                        246     226   
Manganese ore sales (kt)(a)                          1,636   1,545   
 External customers                                  1,208   1,185   
 Metalloys                                             428     360   
Manganese alloy sales (kt)(a)                          251     240   
Realised manganese ore sales
price (US$/t)(a)                                       112     130   
Realised manganese alloy sales                                       
price (US$/t)(a)                                       876     992   
Ore operating unit cost (US$/t)(b)                      90      80   
Alloy operating unit cost                                            
(US$/t)(b)(c)                                          948   1,096             


(a)   Volumes and prices do not include any third party trading that may
      be undertaken independently of equity production. Realised sales
      price is calculated as sales revenue divided by sales volume
      (Manganese Ore sales gross-up to reflect 60% accounting effective
      interest).
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      sales (Manganese Ore sales gross-up to reflect 60% accounting
      effective interest).
(c)   Includes the cost of the manganese ore acquired by Metalloys from
      Hotazel mines at market prices.

South32 share (US$M)                                  FY15    FY14
Revenue(a)                                             420     473
  Manganese Ore(b)                                     249     273
  Manganese Alloy                                      220     238
  Intra-segment elimination                           (49)    (38)
Underlying EBITDA                                       32      82
  Manganese Ore(b)                                      50     107
  Manganese Alloy                                     (18)    (25)
Underlying EBIT                                       (20)      29
  Manganese Ore(b)                                      12      68
  Manganese Alloy                                     (32)    (39)
Net operating assets                                   530     N/A
  Manganese Ore(b)                                     384     N/A
  Manganese Alloy                                      146     N/A
Capital expenditure                                     41      42
  Major projects (>US$100M)                              -       -
  Deferred stripping                                     -       -
  All other capital expenditure                         41      42
Exploration expenditure                                  -       -
Exploration expensed                                     -       -

(a)   Revenues referring to sales from Hotazel mines to Metalloys are
      eliminated as part of the consolidation.
(b)   For accounting purposes South32 reported a 60% effective interest
      in Manganese Ore until the B-BBEE vendor loans are repaid.

                                                                                                    SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 24

CERRO MATOSO (99.9% SHARE)

Volumes
Cerro Matoso payable nickel production declined by 9%
(or 3.9 kt) to 40 kt in FY15 as a result of an 11% reduction in
the average ore grade and a 17 day strike in April 2015.

Payable nickel production is expected to decline to
approximately 36.5 kt in FY16, with a similar rate of
production anticipated in FY17. The associated reduction in
ore grades is consistent with the life-of-mine plan.

If developed, the higher grade La Esmeralda deposit has the
potential to deliver an uplift in ore grades between FY18 and
FY22. The application process for a new Social and
Environmental licence to allow access to La Esmeralda has
commenced.

Costs
Operating unit costs declined by 13% to US$175/t, largely as
a result of the stronger US dollar. Various cost savings
initiatives, including the rebasing of contractor usage and
rates, are expected to deliver a significant reduction in
controllable costs in FY16.

Financial performance
Underlying EBIT increased by US$53M in FY15 to US$58M.
The strength of the US dollar was the major contributor
(+US$63M), although this was partially offset by inflationary
pressures (-US$16M) and weaker realised prices (-US$8M,
net of price-linked costs). While underlying costs benefitted
from an increase in labour productivity and an improvement
in maintenance planning, this was offset by the impact of the
April 2015 strike. A reduction in non-cash charges increased
Underlying EBIT by US$28M.

Capital expenditure declined considerably in FY15 to
US$36M.

South32 share                                        FY15     FY14   
Ore mined (kwmt)                                    6,321    8,490   
Ore processed (kdmt)                                2,629    2,493   
Ore grade processed (per cent,                                       
Ni)                                                   1.7      1.9   
Payable nickel production (kt)                       40.4     44.3   
Payable nickel sales (kt)                            40.6     45.1   
Realised nickel sales price                                          
(US$/t)(a)                                         14,606   13,193   
Operating unit cost (US$/t
processed)(b)                                         175      201   

(a)   Inclusive of by-products. Realised sales price is calculated as sales
      revenue divided by sales volume.
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      ore processed.

South32 share (US$M)                                   FY15   FY14
Revenue                                                 593    595
Underlying EBITDA                                       133     93
Underlying EBIT                                          58      5
Net operating assets                                    763    N/A
Capital expenditure                                      36     56
  Major projects (>US$100M)                               -      -
  Deferred stripping                                      -      -
  All other capital expenditure                          36     56
Exploration expenditure                                   9      8
Exploration expensed                                      1      2

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 25

CANNINGTON (100% SHARE)

Volumes
Payable silver production declined by 10% (or 2.6 Moz) to
22.6 Moz in FY15 as an increase in milling rates mitigated
the impact of a 13% decline in the average silver ore grade.
With declining ore grades the paste plant will play a critical
role in increasing mining rates. Annual paste fill production
increased by 3% during the period.

Payable lead production declined by a lesser 2% (or 4 kt) in
FY15, while a significant increase in the average zinc ore
grade and processing recoveries led to a 24% (or 14 kt)
increase in payable zinc production.

Silver and lead production is expected to decline over the
next two years as ore grades decline, although this will be
partially offset by an increase in zinc ore grades and
production.

Costs
Operating unit costs declined by 11% in FY15 to US$170/t.
This largely reflected a favourable movement in foreign
exchange rate markets and a reduction in both the cost and
volume of consumables used and reduction in labour costs.

Another reduction in controllable costs is anticipated in FY16.
This is expected to be achieved by further improving
maintenance planning and reducing contractor and
consumable costs.

Financial performance
Underlying EBIT declined by US$131M in FY15 to
US$287M. Lower average realised prices reduced
Underlying EBIT by US$114M (net of price-linked costs).
Finalisation adjustments and the provisional pricing of
Cannington concentrates reduced Underlying EBIT by
US$43M (+US$29M 2014 financial year; -US$40M
December 2014 half year).

The outstanding concentrate sales (containing 8.6 Moz of
silver, 7.0 kt of lead and 1.5 kt of zinc) were revalued at 
30 June 2015. The final price of these sales will be determined
in FY16. The impact of lower sales volumes (-US$59M) was
offset by productivity-led cost efficiencies (+US$29M) and a
favourable movement in foreign exchange rate markets
(+US$35M).

Capital expenditure declined by 35% to US$39M.

South32 share                                        FY15     FY14   
Ore mined (kt)                                      3,418    3,446   
Ore processed (kt)                                  3,289    3,202   
Ore grade processed (g/t, Ag)                         257      296   
Ore grade processed (%, Pb)                          6.7%     7.1%   
Ore grade processed (%, Zn)                          3.4%     3.0%   
Payable Silver production (koz)                    22,601   25,161   
Payable Lead production (kt)                          183      187   
Payable Zinc production (kt)                           72       58   
Payable Silver sales (koz)                         23,831   26,160   
Payable Lead sales (kt)                               189      189   
Payable Zinc sales (kt)                                66       62   
Realised Silver sales price
(US$/oz)(a)                                            17       20   
Realised Lead sales price
(US$/t)(a)                                          1,889    2,344   
Realised Zinc sales price   
(US$/t)(a)                                          2,197    2,000   
Operating unit cost (US$/t ore                                       
processed)(b)                                         170      192   

(a)   Realised sales price is calculated as sales revenue divided by sales
      volume.
(b)   Operating unit cost is Revenue less Underlying EBITDA divided by
      ore processed.

South32 share (US$M)                                   FY15   FY14
Revenue                                                 902  1,079
Underlying EBITDA                                       342    465
Underlying EBIT                                         287    418
Net operating assets                                    280    N/A
Capital expenditure                                      39     60
  Major project (>US$100M)                               -       -
  Deferred stripping                                     -       -
  All other capital expenditure                          39     60
Exploration expenditure                                   5      5
Exploration expensed                                      5      5

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 26

PRO FORMA RECONCILIATIONS
The following tables reconcile pro forma and statutory earnings for FY15 and FY14.

FY15                                                                                                    Pro forma
                                                                  Statutory    Demerger related      consolidated
US$M                                                           consolidated           pro forma         financial
                                                           income statement      adjustments(a)       information
Revenue                                                               3,843               3,900             7,743
Other income                                                          1,143               (882)               261
Expenses excluding net finance costs                                (5,247)             (2,232)           (7,479)
Share of profit/(loss) of equity accounted investments                 (70)                  64               (6)
Profit/(loss) from continuing operations                              (331)                 850               519
Net finance costs                                                      (67)                   7              (60)
Taxation expense                                                      (528)                  97             (431)
Profit/(loss) after taxation from continuing operations               (926)                 954                28
Profit from discontinued operations, net of tax                           7                 (7)                 -
Profit/(loss) after taxation                                          (919)                 947               28

Other financial information
Profit/(loss) from continuing operations                              (331)                 850               519
Earnings adjustments                                                    676               (194)               482
Underlying EBIT from continuing operations                              345                 656             1,001
Depreciation and amortisation                                           475                 373               848
Underlying EBITDA from continuing operations                            820               1,029             1,849
Profit/ (loss) after taxation from continuing operations              (926)                 954                28
Earnings adjustments after taxation                                   1,005               (458)               547
Underlying earnings from continuing operations                           79                 496               575

(a)   The significant items contained in the demerger related pro forma adjustments comprise:

      -    The results of the current South32 Group operations between 1 July 2013 and their date of acquisition during the financial year as
           part of the Internal Restructure;
      -    Exclusion of the results of New Mexico Coal for the period 1 July 2013 to 27 October 2014 being the date that it ceased to be part of
           the South32 Group as a result of the Internal Restructure (refer note 1(b) of the notes to the Financial Information).
      -    Presenting South32 manganese assets (comprising South Africa Manganese, Australia Manganese and Samancor AG) on an equity
           accounted basis from 1 July 2013 including associated depreciation (refer note 1(c) of the notes to the Financial Information);
      -    Additional corporate costs associated with South32 Limited becoming a stand-alone group US$46M (FY14 US$53M);
      -    Exclusion of net finance costs charged by the BHP Billiton Group of US$69M (FY14 US$84M);
      -    Exclusion of demerger related set up costs, stamp duty on the acquisition of assets, and major corporate restructuring costs of
           US$269M (FY14 US$ nil);
      -    Exclusion of the gain that arises on recording South Africa Manganese and Samancor AG at fair value on adoption of equity
           accounting of US$921M (FY14 US$ nil) and their subsequent impairment of US$770M (FY14 US$ nil);
      -    The tax effect of the above items; and
      -    Excluding certain significant tax expense items such as the impact of the reset of Australian tax balances post demerger and the
           Brazil Aluminium tax accounting adjustments of US$481M (FY14 US$44M).

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 27

FY14                                                                                                   Pro forma
                                                                  Statutory     Demerger related    consolidated
US$M                                                           consolidated            pro forma       financial
                                                           income statement       adjustments(a)     information
Revenue                                                                 853                7,491           8,344
Other income                                                             30                  239             269
Expenses excluding net finance costs                                  (942)              (7,457)         (8,399)
Share of profit/(loss) of equity accounted investments                    -                  105             105
Profit/(loss) from continuing operations                               (59)                  378             319
Net finance costs                                                      (15)                (172)           (187)
Taxation benefit/ (expense)                                              74                (142)            (68)
Profit/(loss) after taxation from continuing operations                   -                   64              64
Profit from discontinued operations, net of tax                          46                 (46)               -
Profit/(loss) after taxation                                             46                   18              64


Other financial information
Profit/(loss) from continuing operations                               (59)                  378             319
Earnings adjustments                                                      3                  320             323
Underlying EBIT from continuing operations                             (56)                  698             642
Depreciation and amortisation                                           170                  653             823
Underlying EBITDA from continuing operations                            114                1,351           1,465
Profit/ (loss) after taxation from continuing operations                  -                   64              64
Earnings adjustments after taxation                                       4                  339             343
Underlying earnings from continuing operations                            4                  403             407

(a)   Refer to footnote (a) on page 26.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 28

The following tables reconcile pro forma and statutory operating cash flows before financing activities and tax, and after
capital expenditure for FY15 and FY14.

FY15                                    South32 statutory                                      South32 pro forma
US$M                                         consolidated    Demerger related pro forma   consolidated financial
                                      cash flow statement                adjustments(a)              information
Profit/(loss) from continuing                       (331)                           850                      519
operations
Non-cash items                                      1,036                           391                    1,427
(Profit)/loss from equity
accounted investments                                  70                          (64)                        6
Change in working capital                           (110)                           (4)                    (114)
Cash generated from
continuing operations                                 665                         1,173                    1,838
Dividends received (including
equity accounted                                        0                           472                      472
investments)
Capital expenditure                                 (454)                         (175)                    (629)
Operating cash flows from
continuing operations before
financing activities and tax
and after capital expenditure                         211                         1,470                    1,681

FY14                                    South32 statutory                                      South32 pro forma
                                   consolidated cash flow    Demerger related pro forma   consolidated financial           
US$M                                            statement                adjustments(a)              information
Profit/(loss) from continuing
operations                                           (59)                           378                      319
Non-cash items                                        175                           954                    1,129
(Profit)/loss from equity
accounted investments                                   -                         (105)                    (105)
Change in working capital                              12                             3                       15
Cash generated from
continuing operations                                 128                         1,230                    1,358
Dividends received (including
equity accounted                                        -                           206                      206
investments)
Capital expenditure                                 (309)                         (281)                    (590)
Operating cash flows from
continuing operations before
financing activities and tax
and after capital expenditure                       (181)                         1,155                      974

(a)   The significant items contained in the demerger related pro forma adjustments comprise:
      -    The results of the current South32 Group operations between 1 July 2013 and their date of acquisition during the financial year as part
           of the Internal Restructure;
      -    Exclusion of the results of New Mexico Coal for the period 1 July 2013 to 27 October 2014 being the date that it ceased to be part of
           the South32 Group as a result of the Internal Restructure (refer note 1(b) of the notes to the Financial Information).
      -    Presenting South32 manganese assets (comprising South Africa Manganese, Australia Manganese and Samancor AG) on an equity
           accounted basis from 1 July 2013 including associated depreciation (refer note 1(c) of the notes to the Financial Information);
      -    Additional corporate costs associated with South32 Limited becoming a stand-alone group US$46M (FY14 US$53M); and
      -    Exclusion of demerger related set up costs, stamp duty on the acquisition of assets, and major corporate restructuring costs of
           US$269M (FY14 US$ nil).

The pro forma segment reporting information for the South32 assets for FY15 and FY14 is set out below. The segment
information reflects South32's interest in its manganese assets on a proportional consolidation basis, which is the measure
that is used by South32 management to assess the performance of the manganese assets. The equity accounting
adjustment column reconciles the proportional consolidation of the manganese assets to the treatment of the manganese
assets on an equity accounted basis.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 29

FY15 PRO FORMA SEGMENT INFORMATION

                                                                                   South                                                                       Group and  
FY15                                            South                             Africa       Illawarra                      South                          unallocated        Equity 
                                 Worsley       Africa       Mozal       Brazil    Energy   Metallurgical     Australia       Africa    Cerro                      items/    accounting     Total           
US$M                             Alumina    Aluminium   Aluminium    Aluminium      Coal            Coal     Manganese    Manganese   Matoso   Cannington    elimination    adjustment   South32
Revenue
Group production                     656        1,541         630          497     1,315             814           595          410      593          902              -       (1,005)     6,948
Third party products(a)                -            -           -            -         -               -             -            -        -            -            795                     795
Inter-segment revenue                635            -           -            -         -               -             -           10        -            -          (635)             -         -
Total revenue                      1,291        1,541         630          497     1,315             814           595          420      593          902            160       (1,015)     7,743
Underlying EBITDA                    325          317         149          259       276             167           243           32      133          342          (117)         (277)     1,849
Depreciation and amortisation      (151)         (67)        (37)         (78)     (182)           (197)         (120)         (52)     (75)         (55)            (6)           172     (848)
Underlying EBIT                      174          250         112          181        94            (30)           123         (20)       58          287          (123)         (105)     1,001
Comprising:
Group production                     174          250         112          181        93            (31)           123         (20)       58          287          (151)         (103)       973
Third party products(a)                -            -           -            -         -               -             -            -        -            -             28             -        28
Share of profit of equity                                                                                                                                                                             
accounted investments(b)               -            -           -            -         1               1             -            -        -            -              -           (2)         -
Underlying EBIT                      174          250         112          181        94            (30)           123         (20)       58          287          (123)         (105)     1,001
Net finance costs                                                                                                                                                                          (194)
Income tax expense                                                                                                                                                                         (232)
Underlying Earnings                                                                                                                                                                          575
Earnings adjustments                                                                                                                                                                       (547)
Profit after taxation                                                                                                                                                                         28
Capital expenditure                   62           35          14            8        98             308            98           41       36           39             29         (139)       629
Investments accounted for using                                                                                                                                                    
the equity method                      -            -           -            -        12               -             -            -        -            -              -         1,695     1,707
Total assets(c)                    3,720        1,475         730        1,039     1,414           1,782         1,649          748      997          453          2,271         (789)    15,489           
Total liabilities(c)                 359          324         104          111     1,019             264           265          218      234          173          2,202         (819)     4,454

(a)   Third party product sold comprises US$667M for aluminium (FY14: US$802M), US$88M for coal (FY14: US$456M) and US$40M for others (FY14: US$2M). Underlying EBIT on third party products comprises US$27M for
      aluminium (FY14: US$14M), US$1M for coal (FY14: US$18M) and US$ nil for others (FY14: -US$2M).
(b)   Share of profit of equity accounted investments includes the impacts of earnings adjustments to Underlying EBIT.
(c)   Total segment assets and liabilities represent operating assets and liabilities which predominately exclude the carrying amount of cash, interest bearing liabilities and tax balances.


                                                                                                                                                                 SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 30

FY14 PRO FORMA SEGMENT INFORMATION

                                                                                 South                                                                       Group and  
FY15                                          South                             Africa       Illawarra                      South                          unallocated        Equity 
                               Worsley       Africa       Mozal       Brazil    Energy   Metallurgical     Australia       Africa    Cerro                      items/    accounting     Total           
US$M                           Alumina    Aluminium   Aluminium    Aluminium      Coal            Coal     Manganese    Manganese   Matoso   Cannington    elimination    adjustment   South32
Revenue
Group production                   570        1,614         574          529     1,247             878           785          473      595        1,079              -       (1,258)     7,086                     
Third party products(a)              -            -           -            -         -               -             -            -        -            -          1,260           (2)     1,258
Inter-segment revenue              659            -           -            -         -               -             -            -        -            -          (659)                       -                  
Total revenue                    1,229        1,614         574          529     1,247             878           785          473      595        1,079            601       (1,260)     8,344
Underlying EBITDA                  162          201          65          127       224             142           383           82       93          465          (112)         (367)     1,465
Depreciation and amortisation    (138)         (69)        (36)         (83)     (193)           (170)         (107)         (53)     (88)         (47)              1           160     (823)
Underlying EBIT                     24          132          29           44        31            (28)           276           29        5          418          (111)         (207)       642
Comprising:
Group production                    24          132          29           44        21            (28)           276           29        5          418          (141)         (305)       504
Third party products(a)              -            -           -            -         -               -             -            -        -            -             30             2        32
Share of profit of equity
accounted investments(b)             -            -           -            -        10               -             -            -        -            -              -            96       106                      
Underlying EBIT                     24          132          29           44        31            (28)           276           29        5          418          (111)         (207)       642
Net finance costs                                                                                                                                                                        (147)
Income tax expense                                                                                                                                                                        (88)
Underlying Earnings                                                                                                                                                                        407
Earnings adjustments                                                                                                                                                                     (343)
Profit after taxation                                                                                                                                                                       64
Capital expenditure                 56           28           8            9        65             309            65           42       56           60            (1)          (107)      590

(a)   Third party product sold comprises US$667M for aluminium (FY14: US$802M), US$101M for coal (FY14: US$456M) and US$40M for others (FY14: US$2M). Underlying EBIT on third party products comprises US$27M
      for aluminium (FY14: US$14M), US$1M for coal (FY14: US$18M) and US$ nil for others (FY14: -US$2M).
(b)   Share of profit of equity accounted investments includes the impacts of earnings adjustments to Underlying EBIT.

   
                                                                                                                                                              SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 31

NOTES
(1)   Free cash flow before interest and tax represents operating cash flows from continuing operations including dividends received from equity 
      accounted investments, before financing activities and tax, and after capital expenditure.

(2)   Productivity-led and other cost efficiencies refer to the reduction in costs, excluding price-linked costs, exchange rate
      movements, inflation, non-cash costs, one-off items, ceased and sold operations, and other items.

(3)   Controllable costs are measured on a cash basis (including equity accounted investments) and exclude significant items, inter-segment sales, foreign
      exchange rate movements, country specific inflation, price-linked costs and discontinued/suspended operations. Any controllable cost movement is
      defined in absolute terms and is not a measure of unit cost performance.

(4)   Sustaining capital expenditure comprises Stay-in-business (SIB), Minor discretionary and Deferred stripping (including underground development)
      capital expenditure. It equates to total capital expenditure (including equity accounted investments) excluding Major projects capital expenditure.

(5)   The pro forma and statutory financial information reflects continuing operations and therefore excludes the contribution of the New Mexico Coal asset.
(6)   Percentage change has not been disclosed for statutory results on the basis that the variances between FY15 and FY14 are substantially different
      due to the impact of the Internal Restructure prior to demerger. Information in respect of the demerger is detailed in note 1 to the Financial
      Information.

(7)   Revenue includes revenue from third party products.

(8)   Pro forma FY15 and FY14 basic earnings per share is calculated as pro forma profit after taxation from continuing operations divided by the number
      of shares on issue at 30 June 2015. Pro forma FY15 and FY14 basic Underlying earnings per share is calculated as pro forma Underlying earnings
      divided by the number of shares on issue at 30 June 2015

(9)   Underlying EBIT is profit from continuing operations before net finance costs, taxation and any earnings adjustment items, including impairments.
      Underlying EBIT is reported inclusive of South32's share of net finance costs and taxation of equity accounted investments. Underlying EBITDA is
      Underlying EBIT, before depreciation and amortisation. Underlying earnings is Profit after taxation and earnings adjustment items. Underlying
      earnings is the key measure that South32 uses to assess the performance of the South32 Group, make decisions on the allocation of resources and
      assess senior management's performance. In addition, the performance of each of the South32 assets and operational management are assessed
      based on Underlying EBIT. In order to calculate Underlying earnings, Underlying EBIT and Underlying EBITDA, the following items are adjusted as
      applicable each period, irrespective of materiality:

            -     Exchange rate gains/losses on restatement of monetary items;

            -     Impairment losses/reversals;

            -     Net gain/loss on disposal and consolidation of interests in businesses;

            -     Fair value gain/loss on derivative instruments;

            -     Major corporate restructures; and

            -     The income tax impact of the above items.

      In addition, items that do not reflect the underlying operations of South32, and are individually significant to the financial statements, are excluded to
      determine Underlying earnings. Significant items are detailed in note 2(b)(ii) to the Financial Information.

(10)  Comprises Underlying EBITDA excluding third party product EBITDA, divided by revenue excluding third party product revenue.

(11)  Comprises Underlying EBIT excluding third party product EBIT, divided by revenue excluding third party product revenue.

(12)  Return on invested capital (ROIC) is a key measure that South32 uses to assess performance. ROIC is calculated as pro forma Underlying EBIT less
      the discount on rehabilitation provisions included in net finance costs, tax effected by the Group's Underlying ETR, divided by the sum of fixed 
      assets (excluding any rehabilitation asset and other non-cash adjustments) and inventories. Manganese is included in the calculation on a 
      proportional consolidation basis.

(13)  The South32 Group acquired each of the following assets on the respective dates in parentheses: Worsley Alumina (8 May 2015), South Africa
      Aluminium (2 February 2015), Mozal Aluminium (27 March 2015), Brazil Aluminium (3 July 2014), South Africa Energy Coal (2 February 2015),
      Australia Manganese (8 May 2015), South Africa Manganese (3 February 2015), Cerro Matoso (2 February 2015), and Cannington (31 January
      2015).

(14)  The segment information reflects South32's interest in its manganese assets on a proportional consolidation basis, which is the measure that is used
      by South32's management to assess the performance of its manganese assets. The equity accounting adjustment is shown to reconcile to the
      treatment of its manganese assets on an equity accounted basis per the statutory financial information.

(15)  Net assets is equal to total segment assets minus total segment liabilities. Total segment assets and liabilities represent operating assets and
      liabilities which predominately exclude the carrying amount of cash, interest bearing liabilities and tax balances.

(16)  Third party product sold comprises US$667M for aluminium (FY14: US$802M), US$88M for coal (FY14: US$456M) and US$40M for others (FY14:
      US$2M). Underlying EBIT on third party products comprises US$27M for aluminium (FY14: US$14M), US$1M for coal (FY14: US$18M) and US$ nil
      for others (2014: -US$2M).

(17)  Underlying effective tax rate (ETR) is the pro forma Underlying income tax expense excluding royalty related taxation divided by pro forma Underlying
      profit before tax; both the numerator and denominator exclude equity accounted investments.

(18)  South32's interest in South Africa Energy Coal is accounted at 100 per cent until employee share ownership plan (ESOP) and broad-based black
      economic empowerment (B-BBEE) vendor loans are repaid.

(19)  Underlying net finance costs and Underlying taxation expense are actual FY15 results, not year-on-year variances.

(20)  The following abbreviations may be used throughout this report: US$ million (US$M); US$ billion (US$B); financial year (FY), for example financial
      year 2015 is abbreviated to FY15; grams per tonne (g/t); tonnes (t); thousand tonnes (kt); thousand tonnes per annum (ktpa); million tonnes (Mt);
      million tonnes per annum (Mtpa); thousand ounces (koz); million ounces (Moz); thousand wet metric tonnes (kwmt); thousand dry metric tonnes
      (kdmt); megawatt (MW); Australian Securities Exchange (ASX); London Stock Exchange (LSE); and Johannesburg Stock Exchange (JSE).

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 32

DISCLAIMER

FORWARD LOOKING STATEMENTS
Certain statement in this document relate to the future, and may include forward looking statements relating to 
South32’s financial position; strategy; dividends; trends in commodity prices and currency exchange rates; demand for
commodities; closure or divestment of certain operations or facilities (including associated costs); anticipated production
or construction commencement dates; capital costs and scheduling; operating costs and shortages of materials and
skilled employees; anticipated productive lives of projects, mines and facilities; provisions and contingent liabilities; tax
and regulatory developments.

Forward looking statements can be identified by the use of terminology such as 'intend', 'aim', 'project', 'anticipate',
'estimate', 'plan', 'believe', 'expect', 'may', 'should', 'will', 'continue' or other similar words. These forward looking
statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties
and other factors, many of which are beyond South32's control, and which may cause the actual results to differ
materially from those expressed in the statements contained in this document. Readers are cautioned not to put undue
reliance on forward looking statements.

Other than as required by law, none of South32, its officers or advisers or any other person gives any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statement in this
document will actually occur, in part or in whole.

Except as required by law, South32 disclaims any obligation or undertaking to publicly update or revise any forward
looking statement in this document, whether as a result of new information or future events.

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 South32's business, make decisions
on the allocation of its 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 construed as either an offer to sell or a solicitation of an offer 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.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 33

FURTHER INFORMATION

INVESTOR RELATIONS             MEDIA RELATIONS
Peter Harris                   Jill Thomas
T   +61 8 9324 9046            T   +61 8 9324 9181
M   +61 (0) 476 559 190        M   +61 (0) 423 259 190
E   Peter.Harris@south32.net   E   Jill.Thomas@south32.net

Susie Bath
T   +61 8 9324 9647
M   +61 (0) 418 933 792
E   Susie.Bath@south32.net

Paul Formosa
T +61 8 9324 9376
M +61 (0) 431 152 742
E Paul.Formosa@south32.net

JSE SPONSOR:
UBS South Africa (Pty) Ltd 

24 August 2015

REGISTERED OFFICE DETAILS
South32 Limited (ABN 84 093 732 597)
Registered in Australia
Registered Office: Level 35, 108 St Georges Terrace
Perth Western Australia 6000 Australia


                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 34

SOUTH32 FINANCIAL INFORMATION
For the year ended 30 June 2015                                                                      SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 35

The financial information included in this document for the year ended 30 June 2015 is unaudited. The financial
information does not constitute the South32 Group's full financial statements for the year ended 30 June 2015, which will
be approved by the Board, reported on by the auditors, and filed with the Australian Securities and Investments
Commission. The South32 Group's full financial statements will be prepared in accordance with the requirements of the
Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian
Accounting Standards Board. The comparative figures for the financial year ended 30 June 2014 are from the accounts
of BHP Coal Holdings Pty Ltd which became South32 Limited upon demerger from the BHP Billiton Group.

Effective 15 May 2015, BHP Billiton shares ceased trading with an entitlement to South32 shares. Economic separation
and distribution of South32 shares to shareholders became effective from 25 May 2015. Prior to the demerger, the
South32 Group and the BHP Billiton Group were required to undertake a number of internal share and asset transfers in
connection with the corporate restructure (Internal Restructure). As required, statutory financial information for the
South32 Group has been presented for the 2015 financial year (FY15) and 2014 financial year (FY14). The South32
Group's statutory financial information only includes the results of the current South32 Group operations (also referred to
as "assets") from their date of acquisition during the financial year as part of the Internal Restructure. The exception is
Illawarra Metallurgical Coal, which was part of the South32 Group at 1 July 2013 and the results of New Mexico Coal for
the period 1 July 2013 to 27 October 2014, being the date that it ceased to be part of the South32 Group as a result of
the Internal Restructure.

Accordingly, as a result of the Internal Restructure, the statutory financial information for FY15 and FY14 does not reflect
the performance of the South32 Group as it is currently structured.

The impact of new accounting standards and interpretations which became effective from 1 July 2014 and the effects of
other voluntary changes in accounting policy are described in note 9 New standards and interpretations to the financial
information.

All amounts are expressed in US dollars unless otherwise stated. The South32 Group's presentation currency and the
functional currency of the majority of its operations is US dollars as this is the principal currency of the economic
environment in which it operates.

Comparative figures have been prepared on the same basis as the current period figures. Amounts in this financial
information have, unless otherwise indicated, been rounded to the nearest million dollars ($M).

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 36

CONSOLIDATED INCOME STATEMENT
for the year ended 30 June 2015

US$M                                                                                                   Notes         2015     2014
Continuing operations
Revenue
  Group production                                                                                                  3,480      853
  Third party products                                                                                                363        –
                                                                                                                    3,843      853
Other income                                                                                                        1,143       30
Expenses excluding net finance cost                                                                               (5,247)    (942)
Share of profit/(loss) of equity accounted investments                                                               (70)       –
Profit/(loss) from continuing operations                                                                            (331)     (59)
Comprising:
  Group production                                                                                                  (338)     (59)
  Third party products                                                                                                  7        –
                                                                                                                    (331)     (59)
Finance expenses                                                                                                     (89)     (15)
Finance income                                                                                                         22        –
Net finance cost                                                                                           3         (67)     (15)
Profit/(loss) before taxation                                                                                       (398)     (74)
Income tax (expense)/benefit                                                                                        (432)       34
Royalty-related taxation (net of income tax)                                                                         (96)       40
Total tax (expense)/benefit                                                                                4        (528)       74
Profit/(loss) after taxation from continuing operations                                                             (926)        –
Discontinued operations
Profit/(loss) from discontinued operations, net of tax                                                                  7       46
Profit/(loss) for the year                                                                                          (919)       46
Attributable to:
Equity holders of South32 Limited                                                                                   (919)       46
Non-controlling interests                                                                                               –        –
Profit/(loss) from continuing operations attributable to the ordinary equity holders of South32 Limited
Basic earnings per ordinary share (cents)                                                                  5       (26.9)        –
Diluted earnings per ordinary share (cents)                                                                5       (26.9)        –
Profit/(loss) for the year attributable to the ordinary equity holders of South32 Limited
Basic earnings per ordinary share (cents)                                                                  5       (26.7)      1.4
Diluted earnings per ordinary share (cents)                                                                5       (26.7)      1.4

The accompanying notes form part of this financial information.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 37

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2015

US$M                                                                                                  2015   2014   
Profit/(loss) for the year                                                                           (919)     46   
Other comprehensive income/(loss)                                                                                   
Items that may be reclassified subsequently to the income statement:                                                
Equity accounted investments – share of other comprehensive income/(loss)                                –      –   
Available for sale investments:                                                                                     
Net gain/(loss) taken to equity                                                                         65      –   
Tax benefit/(expense) recognised within other comprehensive income                                    (33)      –   
Total items that may be reclassified subsequently to the income statement                               32      –   
Items not to be reclassified to the income statement:                                                               
Equity accounted investments – share of other comprehensive income/(loss)                                –      –   
Actuarial gain/(loss) on pension and medical schemes                                                     3      6   
Tax benefit/(expense) recognised within other comprehensive income                                     (1)    (2)   
Total items not to be reclassified to the income statement                                               2      4   
Total other comprehensive income/(loss)                                                                 34      4   
Total comprehensive income/(loss)                                                                    (885)     50   
Attributable to:                                                                                                    
Equity holders of South32 Limited                                                                    (885)     50   
Non-controlling interests                                                                                –      –   

The accompanying notes form part of this financial information.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 38

CONSOLIDATED BALANCE SHEET
as at 30 June 2015

US$M                                                                                                 2015    2014   
ASSETS                                                                                                              
Current assets                                                                                                      
Cash and cash equivalents                                                                             644     145   
Trade and other receivables                                                                         1,162     208   
Other financial assets                                                                                 14       –   
Inventories                                                                                           953     135   
Current tax assets                                                                                     77     156   
Other                                                                                                  18       6   
Total current assets                                                                                2,868     650   
Non-current assets                                                                                                  
Trade and other receivables                                                                           185     160   
Other financial assets                                                                                417       –   
Inventories                                                                                            60       –   
Property, plant and equipment                                                                       9,550   1,941   
Intangible assets                                                                                     306       –   
Investments accounted for using the equity method                                                   1,707       –   
Deferred tax assets                                                                                   376     185   
Other                                                                                                  20       5   
Total non-current assets                                                                           12,621   2,291   
Total assets                                                                                       15,489   2,941   
LIABILITIES                                                                                                         
Current liabilities                                                                                                 
Trade and other payables                                                                              921     316   
Interest bearing liabilities                                                                          364     832   
Other financial liabilities                                                                             4       –   
Current tax payable                                                                                    11      15   
Provisions                                                                                            398     102   
Deferred income                                                                                         6       7   
Total current liabilities                                                                           1,704   1,272   
Non-current liabilities                                                                                             
Trade and other payables                                                                               30      23   
Interest bearing liabilities                                                                          682       1   
Deferred tax liabilities                                                                              554     153   
Provisions                                                                                          1,479     367   
Deferred income                                                                                         5      12   
Total non-current liabilities                                                                       2,750     556   
Total liabilities                                                                                   4,454   1,828   
Net assets                                                                                         11,035   1,113   
EQUITY                                                                                                              
Share capital                                                                                      14,958     561   
Reserves                                                                                          (3,557)       –   
Retained earnings/(accumulated losses)                                                              (365)     552   
Total equity attributable to:                                                                                       
Equity holders of South32 Limited                                                                  11,036   1,113   
Non-controlling interests                                                                             (1)       –   
Total equity                                                                                       11,035   1,113   

The accompanying notes form part of this financial information.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 39

CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2015

US$M                                                                                                 2015    2014   
Operating activities                                                                                                
Profit/(loss) before taxation from continuing operations                                            (398)    (74)   
Adjustments for:                                                                                                    
Non-cash significant items                                                                          (921)       –   
Depreciation and amortisation expense                                                                 477     170   
Net loss/(gain) on sale of non-current assets                                                          10     (4)   
Impairments of property, plant and equipment, financial assets and intangibles                      1,389       –   
Employee share awards expense                                                                           1       –   
Net finance cost                                                                                       67      15   
Share of (profit)/loss of equity accounted investments                                                 70       –   
Other non-cash or non-operating items                                                                  80       9   
Changes in assets and liabilities:                                                                                  
Trade and other receivables                                                                         (327)     (7)   
Inventories                                                                                            85       1   
Trade and other payables                                                                              161      15   
Provisions and other liabilities                                                                     (29)       3   
Cash generated from continuing operations                                                             665     128   
Interest received                                                                                      23       –   
Interest paid                                                                                        (42)    (27)   
Income tax received                                                                                     1      34   
Net cash flows from continuing operating activities                                                   647     135   
Net cash flows from discontinued operating activities                                                  23      25   
Net cash flows from operating activities                                                              670     160   
Investing activities                                                                                                
Purchases of property, plant and equipment                                                          (454)   (309)   
Exploration expenditure                                                                              (10)     (5)   
Exploration expenditure expensed and included in operating cash flows                                   7       5   
Purchase of intangibles                                                                               (9)       –   
Investment in financial assets                                                                      (400)    (10)   
Investment in subsidiaries, operations and joint operations, net of their cash, as part of the   (12,734)       –   
Internal Restructure                                                                                                
Investment in equity accounted investments                                                        (1,565)       –   
Cash outflows from investing activities                                                          (15,165)   (319)   
Proceeds from sale of property, plant and equipment                                                     2       4   
Proceeds from sale of financial assets                                                                  1       –   
Proceeds from sale of intangible assets                                                                 5       –   
Proceeds from divestment of subsidiaries, operations and joint operations, net of their cash,         171       –   
as part of the Internal Restructure                                                                                 
Net cash flows from continuing investing activities                                              (14,986)   (315)   
Net cash flows from discontinued investing activities                                                 (9)    (26)   
Net cash flows from investing activities                                                         (14,995)   (341)   
Financing activities                                                                                                
Proceeds from interest bearing liabilities                                                            338     180   
Repayment of interest bearing liabilities                                                           (272)       –   
Proceeds from amounts received from BHP Billiton                                                    1,224       –   
Repayment of amounts owing to BHP Billiton                                                          (831)       –   
Proceeds from ordinary shares                                                                      14,397       –   
Net cash flows from continuing financing activities                                                14,856     180   
Net cash flows from discontinued financing activities                                                   –       –   
Net cash flows from financing activities                                                           14,856     180   
Net increase/(decrease) in cash and cash equivalents                                                  531     (1)   
Cash and cash equivalents, net of overdrafts, at the beginning of the financial year                  145     146   
Foreign currency exchange rate changes on cash and cash equivalents                                   (9)       –   
Change in cash and cash equivalents on commencement of equity accounting                             (23)       –   
Cash and cash equivalents, net of overdrafts, at the end of the financial year                        644     145   

The accompanying notes form part of this financial information.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 40

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2015

                                                      Attributable to equity holders of South32 Limited
                                                                                   Retained   
                                                                                  earnings/                      Non- 
                                                         Share                 (accumulated               controlling     Total               
US$M                                                   Capital    Reserves          losses)       Total     interests    equity
Balance as at 1 July 2014                                  561           –              552       1,113             –     1,113
Profit/(loss) for the year                                   –           –            (919)       (919)             –     (919)
Other comprehensive income/(loss)                            –          32                2          34             –        34
Total comprehensive income                                   –          32            (917)       (885)             –     (885)
Transactions with owners:
Proceeds from issue of shares                           14,397           –                –      14,397             –    14,397
Accrued employee entitlement for unexercised
awards                                                       –           1                –           1             –         1
Acquisition and divestment of subsidiaries and
operations                                                   –     (3,569)                –     (3,569)           453   (3,116)
Disposal on change from control to joint control of
South Africa Manganese and Samancor AG                       -           -                -           -         (454)     (454)
Other movements                                              –        (21)                –        (21)             –      (21)
Balance as at 30 June 2015                              14,958     (3,557)            (365)      11,036           (1)    11,035
Balance as at 1 July 2013                                  561           –              502       1,063             –     1,063
Profit for the year                                          –           –               46          46             –        46
Other comprehensive income/(loss)                            –           –                4           4             –         4
Total comprehensive income                                   –           –               50          50             –        50
Balance as at 30 June 2014                                 561           –              552       1,113             –     1,113
The accompanying notes form part of this financial information.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 41

NOTES TO THE FINANCIAL INFORMATION

1. South32 Limited demerger

Effective 15 May 2015, BHP Billiton shares ceased
trading with an entitlement to South32 shares. On 
18 May 2015 South32 Limited was listed as a separate
standalone entity on the Australian Securities Exchange
on a deferred settlement basis, on the London Stock
Exchange on a when-issued basis and on the
Johannesburg Stock Exchange on a normal settlement
basis. The demerger resulted in economic separation at
the close of business London time on 22 May 2015
(being 23 May 2015 Melbourne time) with the
settlement of intercompany balances between the
South32 Group and the BHP Billiton Group. South32
shares were transferred to eligible BHP Billiton Limited
and BHP Billiton Plc shareholders on 24 May 2015 and
25 May 2015, respectively. Economic separation and
distribution of South32 shares to shareholders became
effective from 25 May 2015.

Prior to the demerger, the South32 Group and the BHP
Billiton Group were required to undertake a number of
internal share and asset transfers in connection with the
corporate restructure (Internal Restructure). As a result
of the Internal Restructure, several entities, assets and
liabilities were transferred to the South32 Group and
entities and assets and liabilities relating to the BHP
Billiton Group were transferred out of the South32
Group during the year ended 30 June 2015. Under the
Internal Restructure, the acquisition of the entities and
net assets was for cash, which was funded through a
share issue to BHP Billiton Limited.

The South32 Group has elected to account for the
acquisition of the entities and net assets as common
control transactions. As a consequence no acquisition
accounting in the form of a purchase price allocation
was undertaken and therefore the assets and liabilities
have not been remeasured to fair value nor has any
goodwill arisen. All the assets and liabilities acquired by
the South32 Group as a result of the Internal
Restructure were recognised at values consistent with
the carrying value of those assets and liabilities in the
BHP Billiton Group accounts immediately prior to the
Internal Restructure. Certain deferred tax balances
have been subsequently adjusted in respect of those
assets and liabilities acquired. The difference between
the deemed consideration established under the
Internal Restructure and the adjusted carrying value of
the assets and liabilities acquired totalling US$3,569M
has been recognised in the Common Control
Transaction Reserve.

As required for statutory reporting purposes, the
statutory financial information for the South32 Group
has been presented for the financial year ended 
30 June 2015 and for the comparative financial year ended
30 June 2014. In this regard, the South32 Group
statutory financial information only includes the results
of the current South32 Group operations (also referred
to as "assets") from the date of acquisition during the
financial year under the Internal Restructure. The
exception is Illawarra Metallurgical Coal which was part
of the South32 Group at 1 July 2013. The South32
Group statutory financial information also includes:

-   The results of New Mexico Coal for the period from
    1 July 2013 to 27 October 2014, being the date
    that it ceased to be part of the South32 Group as a
    result of the Internal Restructure; and

-   Finance charges on internal borrowings from the
    BHP Billiton Group in the period from 1 July 2013
    and up to immediately prior to the demerger, that
    were settled as part of the demerger.

In addition, the South32 Group statutory financial
results reflect certain corporate costs associated with
the South32 Group becoming a standalone entity.

Accordingly, as a result of the Internal Restructure, the
statutory financial information for the years ended 
30 June 2015 and 30 June 2014 does not reflect the
performance of the South32 Group as it is currently
structured.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 42

(a) Businesses acquired

As part of the Internal Restructure undertaken by the
South32 Group pursuant to the Separation Deed with
the BHP Billiton Group, several entities, assets and
liabilities have been acquired and divested by the
South32 Group. Details of the businesses acquired and
disposed are included in note 6 Subsidiaries, note 7
Investments accounted for using the equity method,
and note 8 Interests in joint operations.

The total carrying value of the assets and liabilities that
were acquired by the South32 Group as part of the
Internal Restructure that occurred prior to the demerger
were as follows:

Carrying value of net assets acquired                                   
US$M                                                             2015   
Cash and cash equivalents                                         269   
Trade and other receivables                                     1,851   
Other financial assets                                            522   
Inventories                                                     1,229
Current tax assets                                                 52   
Other                                                              33
Property, plant and equipment                                   9,535   
Intangible assets                                                 404   
Investments accounted for using the equity
method                                                          1,005   
Deferred tax assets                                               707   
Total assets                                                   15,607   
Trade and other payables                                          671   
Interest bearing liabilities                                      961   
Other financial liabilities                                        18   
Current tax payable                                                32   
Deferred tax liabilities                                          488
Provisions                                                      2,011   
Other liabilities                                                  12   
Total liabilities                                               4,193   
Net assets acquired                                            11,414   
Less net assets attributable to non-controlling
interests                                                         454   
Net assets attributable to equity holders of
South32 Limited                                                10,960   

(b) Businesses disposed

The business disposed of under the Internal
Restructure, which occurred prior to the demerger,
have been treated as a discontinued operation within
this financial report. As a result of the Internal
Restructure the New Mexico Coal asset was transferred
to the BHP Billiton Group and resulted in the
recognition of a loss on sale of US$42M (tax impact:
US$ nil) which was recorded directly in the Common
Control Transaction Reserve.

Results of New Mexico Coal                                       
US$M                                                     2015    2014   
Revenue - Group production                                133     520   
Other income                                                5      17   
Expenses excluding net finance cost                     (128)   (486)   
Profit from operations                                     10      51   
Finance expenses                                            –    (10)   
Finance income                                              2      15   
Net finance cost                                            2       5   
Profit before taxation                                     12      56   
Income tax expense                                        (5)    (10)   
Total tax expense                                         (5)    (10)   
Profit after taxation from discontinued                                 
operations attributable to equity                           7      46   
holders of South32 Limited                                              
Profit per share from discontinued                                      
operations attributable to the ordinary                                 
equity holders of South32 Limited                                       
Basic earnings per ordinary share (US
cents)                                                    0.2     1.4   
Diluted earnings per ordinary share (US
cents)                                                    0.2     1.4   

Cash flows from/(used) by New                 
Mexico Coal                                   
US$M                                                      2015   2014   
Operating                                                   23     25   
Investing                                                  (9)   (26)   
Financing                                                    –      –   
Net cash inflow/(outflow)                                   14    (1)   

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 43


Carrying value of net assets derecognised                 
US$M                                                             2015   
Cash and cash equivalents                                          29   
Trade and other receivables                                       268
Inventories                                                        69   
Current tax assets                                                  1   
Property, plant and equipment                                     323   
Deferred tax assets                                                72   
Other assets                                                        9   
Trade and other payables                                         (98)   
Interest bearing liabilities                                      (1)   
Deferred tax liabilities                                         (63)   
Provisions                                                      (351)
Deferred income                                                  (16)   
Net assets derecognised                                           242   
Consideration received, satisfied in cash                         200   
Cash and cash equivalents disposed of                            (29)   
Net cash inflow                                                   171   

(c) Manganese assets

In contemplation of the demerger, BHP Billiton and
Anglo American agreed to make certain changes to the
agreement that governed their interests in the
manganese assets (including South Africa Manganese,
Australia Manganese and Samancor AG). The last of
the approvals required for the new agreement was
received on 2 March 2015. From that date BHP Billiton
moved from control to joint control of the manganese
assets. BHP Billiton discontinued consolidation of the
manganese assets and accounted for its interest as an
equity accounted joint venture.

The manganese assets were acquired by South32 in
two stages. South Africa Manganese and Samancor
AG were acquired by South32 on 3 February 2015.
Australia Manganese was acquired on 8 May 2015. For
accounting purposes South32 commenced equity
accounting of South Africa Manganese and Samancor
AG from 2 March 2015. South32 derecognised the
carrying amounts of all assets, liabilities and the non-
controlling interest attributed to Anglo American and
initially recorded its retained 60 per cent interest at fair
value. At the date of acquisition of Australia
Manganese, the Group's investment was recorded at
carrying value.
                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 44

2. Segment information

(a) Description of segments

The operating segments (also referred to as "assets"), are organised and managed separately according to the nature of
products produced. The members of the executive management team (the "chief operating decision maker") and the
Board of Directors monitor the segment results regularly for the purpose of making decisions about resource allocation
and performance assessment. The segment information for the manganese assets are presented on a proportional
consolidation basis, which is the measure used by South32's management to assess the performance of the manganese
assets.

The principal activities of each reporting segment as the South32 Group is currently structured are summarised as
follows:

Operating segment                  Principal activities
Worsley Alumina                    Integrated bauxite mine and alumina refinery in Western Australia
South Africa Aluminium             Aluminium smelter in Richards Bay
Brazil Aluminium                   Alumina refinery and aluminium smelter in Brazil
Mozal Aluminium                    Aluminium smelter in Mozambique
South Africa Energy Coal           Open-cut and underground energy coal mines and processing operations in South
                                   Africa

Illawarra Metallurgical Coal       Underground metallurgical coal mines in New South Wales
Australia Manganese                Producer of manganese ore in the Northern Territory and manganese alloys in
                                   Tasmania
South Africa Manganese             Integrated producer of manganese ore and alloy in South Africa
Cerro Matoso                       Integrated laterite ferronickel mining and smelting complex in Colombia
Cannington                         Silver, lead and zinc mine located in Queensland

All assets are operated or jointly operated by South32 except Alumar (which forms part of Brazil Aluminium), which is
operated by Alcoa.

(b) Segment results

Segment performance is measured on Underlying EBIT
and Underlying EBITDA. Underlying EBIT is profit
before net finance cost, tax and any earnings
adjustment items, including impairments. Underlying
EBITDA is Underlying EBIT, before depreciation and
amortisation. A reconciliation of Underlying EBIT,
Underlying EBITDA and the South32 Group's
consolidated profit before taxation from continuing
operations is set out below. Segment revenue is
measured on the same basis as in the income
statement.

Revenue from the sale of goods and the disposal of
other assets is recognised when persuasive evidence
(usually in the form of an executed sales agreement) of
an arrangement exists; and:

-   There has been a transfer of risks and rewards to
    the customer;

-   No further work or processing is required by the
    South32 Group;

-   The quantity and quality of the goods has been
    determined with reasonable accuracy;

-  The price is fixed or determinable; and,

-  Collectability is reasonably assured.

Revenue is therefore generally recognised when title
passes. In the majority of sales for most commodities,
sales agreements specify that title passes on the bill of
lading date, which is the date the commodity is
delivered to the shipping agent. For these sales,
revenue is recognised on the bill of lading date. For
certain sales (principally coal sales to adjoining power
stations), title passes and revenue is recognised when
the goods have been delivered.

In cases where the terms of the executed sales
agreement allow for an adjustment to the sales price
based on a survey of the goods by the customer (for
instance an assay for mineral content), recognition of
the sales revenue is based on the most recently
determined estimate of product specifications.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 45

For certain commodities, the sales price is determined
on a provisional basis at the date of sale and
adjustments to the sales price subsequently occurs
based on movements in quoted market or contractual
prices up to the date of final pricing. The period
between provisional invoicing and final pricing is
typically between 60 and 120 days. Revenue on
provisionally priced sales is recognised based on the
estimated fair value of the total consideration
receivable. The revenue adjustment mechanism
embedded within provisionally priced sales
arrangements has the character of a commodity
derivative. Accordingly, the fair value of the final sales
price adjustment is re-estimated continuously and
changes in fair value are recognised as an adjustment
to revenue. In all cases, fair value is estimated by
reference to forward market prices.

Revenue is not reduced for royalties and other taxes
payable from the group production.

The South32 Group separately discloses sales of group
production from sales of third party products because of
the significant difference in profit margin earned on
these sales.

It is the South32 Group's policy that inter-segment
transactions are made on a commercial basis.

Group and unallocated items/eliminations represent
group centre functions and consolidation adjustments.
Group financing (including finance costs and finance
income) and income taxes are managed on a Group
basis and are not allocated to operating segments.

Total segment assets and liabilities represent operating
assets and liabilities which predominately exclude the
carrying amount of equity accounted investments, cash,
interest bearing liabilities and tax balances. The
carrying amount of investments accounted for using the
equity method represents the balance of the South32
Group's investment in equity accounted investments,
with no adjustment for cash, interest bearing liabilities
and tax balances of the equity accounted investment.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 46

Year ended 30 June 2015                                                      South                                                                                       Group and
                                            South                           Africa       Illawarra                  South                             New Mexico       unallocated         Statutory                         
                             Worsley       Africa       Mozal      Brazil   Energy   Metallurgical    Australia    Africa    Cerro                       Coal(a)            items/        adjustment                        
US$M                         Alumina    Aluminium   Aluminium   Aluminium     Coal            Coal    Manganese Manganese   Matoso   Cannington   (discontinued)       elimination               (b)           Group
Revenue
Group production                 292          610         250         459      523             803          278       256      197          346              133                 –             (534)           3,613
Third party products(c)            –            –           –           –        –               –            –         –        –            –                –               363                 –             363
Inter-segment revenue            239            –           –           –        –               –            –         –        –            –                –             (239)                 –               –
Total revenue                    531          610         250         459      523             803          278       256      197          346              133               124             (534)           3,976
Underlying EBITDA                 67           91          21         240      165             156           60      (11)       17          137               22              (37)              (86)             842
Depreciation and
amortisation                    (26)         (27)        (10)        (72)     (76)           (197)         (27)      (33)     (40)         (22)             (12)               (5)                60           (487)
Underlying EBIT                   41           64          11         168       89            (41)           33      (44)     (23)          115               10              (42)              (26)             355
Comprising:
Group production                  41           64          11         168       89            (41)           33      (44)     (23)          115               10              (49)                 5             379
Third party products               –            –           –           –        –               –            –         –        –            –                –                 7                 –               7
Share of loss of equity
accounted investments(d)           –            –           –           –        –               –            –         –        –            –                –                 –              (31)            (31)
Underlying EBIT                   41           64          11         168       89            (41)           33      (44)     (23)          115               10              (42)              (26)             355
Underlying EBIT from
discontinued operations                                                                                                                                                                                         (10)
Underlying EBIT from
continuing operations                                                                                                                                                                                            345
Net finance cost                                                                                                                                                                                                (74)
Income tax expense                                                                                                                                                                                             (192)
Underlying earnings from
continuing operations                                                                                                                                                                                             79
Earnings adjustments(e)                                                                                                                                                                                      (1,005)
Profit/(loss) after taxation
from continuing operations                                                                                                                                                                                     (926)
Capital expenditure               15           23           6           7       29             308           22        17       13           23                9                30              (39)             463
Investments accounted for
using the equity method            –            –           –           –       12               –            –         –        –            –                –                 –             1,695           1,707
Total assets(f)                3,720        1,475         730       1,039    1,414           1,782        1,649       748      997          453                –             2,271             (789)          15,489
Total liabilities(f)             359          324         104         111    1,019             264          265       218      234          173                –             2,202             (819)           4,454

(a)   The New Mexico Coal segment was transferred from the South32 Group to the BHP Billiton Group as part of the demerger process. Refer to note 1 South32 Limited demerger for more details.
(b)   The segment information reflects South32's interest in the manganese assets and is presented on a proportional consolidation basis, which is the measure used by South32's management to assess the performance of the
      manganese assets. The manganese assets are equity accounted in the consolidated financial statements. The statutory adjustment column reconciles the proportional consolidation to equity accounting position.
(c)   Third party product sold comprises US$286M for aluminium, US$37M for coal and US$40M for other. Underlying EBIT on third party products comprise US$3M for aluminium, US$4M for coal and US$ nil for other.
(d)   Share of profit/(loss) of equity accounted investments includes the impacts of earnings adjustments to Underlying EBIT.
(e)   Refer to note 2(b)(i) Earnings adjustments.
(f)   Total segment assets and liabilities represent operating assets and liabilities which predominately exclude the carrying amount of equity accounted investments, cash, interest bearing liabilities and tax balances.

                                                                                                                                                                          SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 47

Year ended 30 June 2014                                                                South                                                                                  Group and
                                                  South                               Africa       Illawarra                                                           New  unallocated
                                  Worsley        Africa      Brazil       Mozal       Energy   Metallurgical       Australia South Africa     Cerro                 Mexico      items /           
US$M                              Alumina     Aluminium   Aluminium   Aluminium         Coal            Coal       Manganese    Manganese    Matoso  Cannington    Coal(a)  elimination         Group   
Revenue
Group production                        –             –           –           –            –             853               –            –         –           –        520            –         1,373
Third party products                    –             –           –           –            –               –               –            –         –           –          –            –             –
Inter-segment revenue                   –             –           –           –            –               –               –            –         –           –          –            –             –
Total revenue                           –             –           –           –            –             853               –            –         –           –        520            –         1,373
Underlying EBITDA                       –             –           –           –            –             114               –            –         –           –         98            –           212
Depreciation and amortisation           –             –           –           –            –           (170)               –            –         –           –       (47)            –         (217)
Underlying EBIT                         –             –           –           –            –            (56)               –            –         –           –         51            –           (5)
Comprising:
Group production                        –             –           –           –            –            (56)               –            –         –           –         51            –           (5)
Third party products                    –             –           –           –            –               –               –            –         –           –          –            –             –
Share of profit of equity
accounted investments                   –             –           –           –            –               –               –            –         –           –          –            –             –
Underlying EBIT                         –             –           –           –            –            (56)               –            –         –           –         51            –           (5)
Underlying EBIT from
discontinued operations                                                                                                                                                                          (51)
Underlying EBIT from
continuing operations                                                                                                                                                                            (56)
Net finance cost                                                                                                                                                                                 (21)
Income tax (expense)/benefit                                                                                                                                                                       81
Underlying earnings from
continuing operations                                                                                                                                                                               4
Earnings adjustments(b)                                                                                                                                                                           (4)
Profit/(loss) after taxation from
continuing operations                                                                                                                                                                               –
Capital expenditure                     –             –           –           –            –             309               –            –         –           –         26            –           335
Investments accounted for
using the equity method                 –             –           –           –            –               –               –            –         –           –          –            –             –
Total assets(c)                         –             –           –           –            –           1,722               –            –         –           –        646          573         2,941
Total liabilities(c)                    –             –           –           –            –             384               –            –         –           –        444        1,000         1,828

(a)   The New Mexico Coal segment was transferred from the South32 Group to the BHP Billiton Group as part of the demerger process. Refer to note 1 South32 Limited demerger for more details.
(b)   Refer to note 2(b)(i) Earnings adjustments.
(c)   Total segment assets and liabilities represent operating assets and liabilities which predominately exclude the carrying amount of cash, interest bearing liabilities and tax balances

                                                                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 48

(i)   Earnings adjustments

The following table shows earnings adjustments in
arriving at Underlying earnings:

Underlying earnings

US$M                                                                2015    2014
Adjustments to Underlying EBIT
                
Significant items(a)                                               (770)       –
Exchange rate (gain)/loss on
restatement of monetary items(c)                                    (18)       3                    
Impairment losses(b)(c)                                            1,389       –
Fair value gain on derivative
instruments(c)                                                      (12)       –                               
Major corporate restructures(c)                                       46       –
Earnings adjustment included in loss of
equity accounted investments(d)                                       41       –
Total adjustments to Underlying EBIT                                 676       3
Adjustments to net finance cost
Exchange rate variations on net debt                                 (7)     (6)
Total adjustments to net finance cost                                (7)     (6)
Adjustments to income tax expense                                     
Significant items(a)                                                 419       –
Tax effect of earnings adjustments to
Underlying EBIT                                                    (179)     (1)
Tax effect of earnings adjustments to net
finance cost                                                           2       2
Exchange rate variations on tax
balances                                                              94       6
Total adjustments to income tax
expense                                                              336       7
Total earnings adjustments                                         1,005       4

(a) Refer to note 2(b)(ii) Significant items.
(b) Impairment losses primarily relate to the impairment of South
    Africa Manganese of US$740M and Wolvekrans Middelburg
    Complex cash generating unit as part of South Africa Energy Coal
    of US$551M.
(c) The amount was recognised in "expenses excluding net finance
    cost" in the consolidated income statement.
(d) The amount was recognised in "share of loss of equity accounted
    investments" in the consolidated income statement.

(ii) Significant items

Significant items are those items, not separately
identified in note 2(b)(i) Earnings adjustments, where
their nature and amount is considered material to the
consolidated financial statements. Such items included
within the South32 Group's (income)/expense for the
year are detailed below.

Year ended 30 June 2015

US$M                                                         Gross   Tax     Net
Repeal of Minerals Resource Rent
Tax Legislation                                                  –    96      96
Fair value uplift on equity
accounted investments(a)                                     (921)     –   (921)       
Set up costs(b)                                                 59  (17)      42
Reset of Australian tax balances
post demerger                                                    –   221     221
Brazil Aluminium tax accounting
adjustments                                                      –   103     103
Demerger related dividend
withholding tax paid                                             –    16      16
Demerger related stamp duty
paid(b)                                                         92     –      92
Total significant items                                      (770)   419   (351)

(a) The amount was recognised in "other income" in the consolidated
    income statement.
(b) The amount was recognised in "expenses excluding net finance
    cost" in the consolidated income statement.

Repeal of Minerals Resource Rent Tax Legislation
On 2 September 2014, legislation to repeal the Mineral
Resource Rent Tax (MRRT) in Australia received the
support of both Houses of Parliament. The repeal took
effect on 30 September 2014 and as a result, the
South32 Group derecognised a MRRT deferred tax
asset in relation to Illawarra Metallurgical Coal. The
impact of this derecognition and all other MRRT related
amounts resulted in an income tax expense of
US$96M.

Fair value uplift on equity accounted investments
South Africa Manganese and Samancor AG were
acquired by South32 on 3 February 2015. As a result
of the renegotiation of the agreement between BHP
Billiton and Anglo American on 2 March 2015, BHP
Billiton Group moved from control to joint control of the
manganese assets. South32 derecognised the carrying
amounts of all assets, liabilities and non-controlling
interest attributed to Anglo American and recorded its
retained 60 per cent interest at fair value. The uplift in
fair value on the commencement of equity accounting
was US$749M for South Africa Manganese and
US$172M for Samancor AG (refer to note 1(c)
Manganese assets).

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 49

Set up costs
Set up costs relate to the set up of South32's corporate
office in Australia including information technology and
relocation costs. Set up costs are included in group and
unallocated items within the segment note.

Reset of Australian tax balances post demerger
The tax base of South32 wholly owned Australian
operations was reset on demerger from BHP Billiton.
The net reduction to tax assets is charged to income
tax expense.

Brazil Aluminium tax accounting adjustments
South32's cash and profit repatriation practices result in
a probable expectation that tax deferrals will ultimately
unwind. This has resulted in the recognition of
associated deferred tax balances at a rate closely
aligned to the country statutory rate.

Demerger related dividend withholding tax paid
Dividend withholding tax incurred on repatriation of pre
demerger profits.

Demerger related stamp duty paid
Stamp duty paid by the South32 Group on the
acquisition of Australia Manganese from the BHP
Billiton Group as part of the demerger (refer note 1
South32 Limited demerger).

(c) Geographical information

The geographical information below analyses the
South32 Group revenue and non-current assets by
country. Revenue is presented by the geographical
location of customers and non-current assets are
presented by the geographical location of the assets.

Revenue from external customers                                                    
US$M                                                                2015    2014   
Australia                                                            379     351   
Belgium                                                              204       –   
China                                                                241      76   
India                                                                321     138   
Japan                                                                312      47   
Middle East                                                          298       –   
Netherlands                                                          184       –   
North America                                                        268     520   
Other Asia                                                           137      77   
Rest of Europe                                                       257      24   
Singapore                                                            352      32   
South America                                                         97       –   
South Korea                                                          140      22   
Southern Africa                                                      394       –   
Switzerland                                                          392      86   
Discontinued operations                                            (133)   (520)   
Total revenue                                                      3,843     853   
Non-current assets                                                                 
US$M                                                                2015    2014   
Australia                                                          6,596   1,616   
Southern Africa                                                    3,313       –   
North America                                                          –     490   
South America                                                      1,682       –   
Rest of world                                                        237       –   
Unallocated assets(a)                                                793     185   
Total non-current assets                                          12,621   2,291   

(a) Unallocated assets primarily comprise deferred tax assets and
    other financial assets.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 50
3. Net finance cost    
                                                            
Net finance cost                                                                   
US$M                                                                 2015   2014   
Finance expenses                                                                   
Interest on bank loans and overdrafts                                 (3)      –   
Interest on all other borrowings                                     (29)   (20)   
Finance lease interest                                               (10)      –   
Discounting on provisions and other
liabilities                                                          (47)    (1)   
Net interest expense on post-retirement
employee benefits                                                     (5)      –   
Fair value change on loans to equity
accounted investments                                                 (2)      –   
Exchange rate variations on net debt                                    7      6   
                                                                     (89)   (15)   
Finance income                                                                     
Interest income                                                        22      –   
Net finance cost                                                     (67)   (15)
   
4. Taxation   
                                                                       
Taxation                                                                           
US$M                                                                 2015   2014   
Current tax (expense)/benefit                                       (156)     40   
Deferred tax (expense)/benefit                                      (372)     34   
Total tax (expense)/benefit
attributable to continuing operations                               (528)     74   
Total tax (expense)/benefit attributed to                                          
geographical jurisdiction:                                                         
Australia                                                           (338)     73   
Southern Africa                                                        89      –   
Rest of world                                                       (279)      1   
                                                                    (528)     74   

5. Earnings per share

Basic earnings per share ("EPS") amounts are
calculated based on profit attributable to ordinary equity
holders of South32 Limited and the weighted average
number of ordinary shares outstanding during the year.

Dilutive EPS amounts are calculated based on profit
attributable to ordinary equity holders of South32
Limited and the weighted average number of ordinary
shares outstanding after adjustment for the effects of all
dilutive potential ordinary shares.

The following reflects the income and share data used
in the basic and diluted EPS computations:

Profit/(loss) attributable to ordinary
shareholders
US$M                                                                2015     2014
Profit/(loss) attributable to ordinary
shareholders of South32 Limited:
Continuing operations                                              (926)        –
Discontinued operations                                                7       46
Profit/(loss) attributable to ordinary
shareholders of South32 Limited                                    (919)       46
(basic)
Profit/(loss) attributable to ordinary
shareholders of South32 Limited                                    (919)       46
(diluted)

Weighted average number of shares                                             
Million                                                             2015  2014(c)
Basic earnings per ordinary share
denominator(a)                                                     3,437    3,212
Shares and options contingently issuable
under employee share ownership plans(b)                                –        –
Diluted earnings per ordinary share
denominator                                                        3,437    3,212

(a) The calculation of the number of ordinary shares used in the
    computation of basic earnings per share is the aggregate of the
    weighted average number of ordinary shares of South32 Limited
    outstanding during the period.
(b) Included in the calculation of fully diluted earnings per share are
    shares contingently issuable under Employee Share Ownership
    Plans.
(c) Due to the share split in the current financial year, the number of
    ordinary shares outstanding during the year ended 30 June 2014
    was retrospectively adjusted.

Earnings per share                                     
US cents                                                             2015   2014   
Earnings per share – Continuing                                                    
operations                                                                         
Basic earnings per ordinary share                                  (26.9)      –   
Diluted earnings per ordinary share                                (26.9)      –   
Earnings per share – attributable to                                               
ordinary equity holders of South32                                                 
Limited                                                                            
Basic earnings per ordinary share                                  (26.7)    1.4   
Diluted earnings per ordinary share                                (26.7)    1.4   

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 51
6. Subsidiaries

Significant subsidiaries of the South32 Group, which are those with the most significant contribution to the South32
Group's net profit/loss or net assets, are as follows:

                                                                                                                             Effective interest
                                                           Country of                                Acquisition            2015          2014                   
Significant subsidiaries                                   incorporation    Principal activity       date                     %              %
Cerro Matoso SA(a)                                         Colombia         Nickel mining and        2 Feb 2015             99.9             – 
                                                                            ferronickel smelting                                                                                
Dendrobium Coal Pty Ltd                                    Australia        Coal mining              Not applicable(d)       100           100         
Endeavour Coal Pty Ltd                                     Australia        Coal mining              Not applicable(d)       100           100       
Hillside Aluminium Proprietary Limited(a)                  South Africa     Aluminium smelting       28 Jan 2015             100             –
Illawarra Coal Holdings Pty Ltd                            Australia        Investment holding       Not applicable(d)       100           100                 
                                                                            company                                             
Illawarra Services Pty Ltd                                 Australia        Coal preparation plant   Not applicable(d)       100           100
South32 Aluminium (Holdings) Pty Ltd                       Australia        Holding company          Not applicable(d)       100           100
South32 Aluminium (RAA) Pty Ltd(a)                         Australia        Bauxite mining and       8 May 2015              100             –
                                                                            alumina refining
South32 Aluminium (Worsley) Pty Ltd(a)                     Australia        Bauxite mining and       8 May 2015              100             –
                                                                            alumina refining
South32 (BMSA) Pty Ltd (formerly BHP                       Australia        Investment holding       Not applicable(d)       100           100                 
Billiton Energy Coal Operations Pty Ltd)                                    company
South32 Cannington Pty Ltd (formerly                       Australia        Silver, lead and zinc    Not applicable(d)       100           100                  
BHP Billiton Energy Coal Investment Pty                                     mining               
Ltd)       
South32 Group Operations Pty Ltd                           Australia        Administrative           Not applicable(e)       100             –
                                                                            services
South32 International Investment                           Australia        Holding company          Not applicable(f)       100             -          
Holdings Pty Ltd                                             
South32 International Investment Pty Ltd                   Australia        Holding company          Not applicable(g)       100             –
South32 Jersey Limited(a)                                  Jersey           Holding company          2 Feb 2015              100             –
South32 Marketing Pte Ltd                                  Singapore        Commodity marketing      Not applicable(h)       100             -                 
                                                                            and trading
South32 Metais SA(a)                                       Brazil           Alumina refining and     3 Jul 2014              100             –
                                                                            aluminium smelting
South32 SA Coal Holdings Proprietary                       South Africa     Coal mining              2 Feb 2015              100             -
Limited(a)(b)                                            
South32 SA Holdings Limited(a)                             South Africa     Holding company          2 Feb 2015              100             –
South32 SA Investments Limited(a)                          United Kingdom   Investment holding       2 Feb 2015              100             -
                                                                            company                        
South32 SA Limited(a)                                      South Africa     Service company          2 Feb 2015              100             –                       
South32 Treasury Limited                                   Australia        Financing company        Not applicable(i)       100             –
BHP Billiton New Mexico Coal Inc(c)                        US               Holding company          Not applicable(c)         –           100
San Juan Coal Company(c)                                   US               Coal mining              Not applicable(c)         –           100

(a)   The subsidiaries were acquired under the Internal Restructure. Refer to note 1 South32 Limited demerger.
(b)   The South32 Group's effective interest in South32 SA Coal Holdings Proprietary Limited will reduce to 90 per cent pursuant to Broad-Based Black
      Economic Empowerment transactions in South Africa.
(c)   The South32 Group's interest in BHP Billiton New Mexico Coal Inc and San Juan Coal Company were disposed of as part of the Internal Restructure
      within BHP Billiton prior to demerger. Refer to note 1 South32 Limited demerger.
(d)   The entities were subsidiaries of South32 Limited (formerly BHP Billiton Coal Holdings Pty Ltd) as at 30 June 2014.
(e)   South32 Group Operations Pty Ltd was incorporated on 20 August 2014.
(f)   South32 International Investment Holdings Pty Ltd was incorporated on 26 August 2014.
(g)   South32 International Investment Pty Ltd was incorporated on 26 August 2014.
(h)   South32 Marketing Pte Ltd was incorporated on 27 August 2014.
(i)   South32 Treasury Limited was incorporated on 20 August 2014.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 52
7. Investments accounted for using the equity method

The South32 Group's interests in equity accounted investments with a significant contribution to the South32 Group's net
profit/(loss) or net assets are listed below:

                                        Country of                                                                           
                                        incorporation/                                                                       Ownership
                                        principal                                                                             interest                                
                                        place of                                           Reporting     Acquisition        2015   2014
Significant joint ventures              business         Principal activity                date          date                  %      %
Australia Manganese(a)(b)               Australia        Producer of manganese ore and     30 Jun 2015   8 May 2015(d)        60      -                           
                                                         alloy
South Africa Manganese(a)(c)            South Africa     Producer of manganese ore and     30 Jun 2015   3 Feb 2015(d)        60      -                          
                                                         alloy

(a)   The joint ventures were acquired under the Internal Restructure. Refer to note 1 South32 Limited demerger.
(b)   Australia Manganese consists of an investment in Groote Eylandt Mining Company Pty Limited.
(c)   South Africa Manganese consists of an investment in Samancor Holdings (Proprietary) Limited.
(d)   Refer to note 1(c) Manganese assets.

Reconciliation of equity accounted investment                                          
US$M                                                                                       2015   
At the beginning of the financial year                                                        –   
Acquisitions                                                                              1,626   
Fair value uplift on change to joint control(e)                                             921   
Share of profit/(loss)                                                                     (70)   
Share of other comprehensive income                                                           –   
Impairments                                                                               (770)   
At the end of the financial year                                                          1,707   

(e)   Refer to note 2(b)(ii) Significant items.

The following table summarises the financial information relating to each of the South32 Group's significant equity
accounted investments.

                                                               Joint ventures
                                                           Australia       South Africa     Individually                    
US$M                                                       Manganese          Manganese    immaterial(f)    Total
Year ended 30 June 2015
Share of profit/(loss) of equity accounted investments           (4)               (68)                2     (70)

(f)   Individually immaterial consists of investments in Samancor AG, Richards Bay Coal Terminal Proprietary Limited and Port Kembla Coal Terminal
      Limited.

The South32 Group's equity accounted investments as at 30 June 2014 consisted of its investment in Port Kembla Coal
Terminal Limited.

8. Interest in joint operations

Significant joint operations of the South32 Group, which are those with the most significant contributions to the South32
Group's net profit/(loss) or net assets, are as follows:

                                                                                                    Effective interest
                               Country of                                            Acquisition     2015           2014
Significant joint operations   operation    Principal activity                       date               %              %
Alumar(a)                      Brazil       Alumina refining                         3 Jul 2014        36              –
                                            Aluminium smelting                       3 Jul 2014        40              –
Mozal SARL(a)(b)               Mozambique   Aluminium smelting                       27 Mar 2015     47.1              –
Worsley(a)(c)                  Australia    Bauxite mining and alumina refining      8 May 2015        86              –

(a)   These joint operations were acquired under the Internal Restructure. Refer to note 1 South32 Limited demerger.
(b)   This joint arrangement is an incorporated entity. However it is classified as a joint operation as the participants to the arrangement are entitled to
      receive output, not dividends, from the arrangement.
(c)   Whilst the South32 Group holds a greater than 50 per cent interest in Worsley, all the participants approve the operating and capital budgets and
      therefore the South32 Group has joint control over the relevant activities of Worsley.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 53
9. New standards and interpretations

(a) New accounting standards and interpretations
    effective from 1 July 2014

The South32 Group has changed some of its
accounting policies as the result of new or revised
accounting standards which became effective for the
annual reporting period commencing on 1 July 2014.
The affected policies and standards are:

-   AASB Interpretation 21 Levies

-   AASB 2012-3 Amendments to Australian
    Accounting Standards – Offsetting Financial Assets
    and Financial Liabilities

-   AASB 2014-1 Amendments to Australian
    Accounting Standards – Part B: Defined Benefit
    Plans - Employee Contributions (Amendments to
    AASB 119 Employee Benefits)

-   AASB 2013-3 Amendments to AASB 136 –
    Recoverable Amount Disclosures for Non-Financial
    Assets

-   AASB 2014-1 Amendments to Australian
    Accounting Standards – Part A: Annual
    Improvements 2010-2012 and 2011-2013 Cycles

Interpretation 21 Levies
This interpretation clarifies when to recognise a liability
to pay a levy. The adoption of this interpretation did not
have an impact on the South32 Group.

AASB 2012-3 Amendments to Australian Accounting
Standards - Offsetting Financial Assets and Financial
Liabilities

This revised standard includes application guidance to
address inconsistencies identified in applying some of
the criteria for offsetting financial assets and financial
liabilities in the balance sheet. The adoption of the
revised standard did not have a material impact on the
South32 Group.

AASB 2014-1 Amendments to Australian Accounting
Standards - Part B: Defined Benefit Plans - Employee
Contributions (Amendments to AASB 119 Employee
Benefits)

The amendments clarify the accounting for defined
benefit plans that require employees or third parties to
contribute towards the cost of the benefits. The
adoption of the standard did not have a material impact
on the South32 Group.

AASB 2013-3 Amendments to AASB 136 - Recoverable
Amount Disclosures for Non-Financial Assets

The changes to this standard relate only to disclosure,
including the requirement to disclose additional
information about the fair value measurement when the
recoverable amount of impaired assets is based on fair
value less costs of disposal. The adoption of the
standard did not have a material impact on the South32
Group.

AASB 2014-1 Amendments to Australian Accounting
Standards – Part A: Annual Improvements 2010-2012
and 2011-2013 Cycles

The standard makes amendments to existing
accounting standards, particularly in relation to:

-   Clarifying share-based payment vesting and non-
    vesting conditions

-   Operating segment asset disclosures

·   Clarification of key management personnel when
    an entity has a management entity/responsible
    entity (such as a trustee)

·   Exemptions for joint ventures from business
    combination requirements

-   Clarification of the scope exception for measuring
    the fair value of financial assets and liabilities on a
    portfolio basis

The adoption of the standard did not have a material
impact on the South32 Group.

(b) Early adoption of AASB 2015-2 Amendments to
    Australian Accounting Standards – Disclosure
    Initiative: Amendments to AASB 101

The South32 Group has early adopted AASB 2015-2
which is effective for annual reporting periods beginning
on or after 1 January 2016. The Standard makes
amendments to AASB 101 Presentation of Financial
Statements arising from the International Accounting
Standards Board's Disclosure Initiative project. The
amendments are designed to facilitate improved
reporting, including an emphasis on only including
material disclosures, clarity on the aggregation and
disaggregation of line items, the presentation of
subtotals, the ordering of notes and the identification of
significant accounting policies. The adoption of the
Standard affects the presentation of the South32
Group's financial statements.

                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 54
Certain new accounting standards and interpretations
have been published that are not mandatory for the 30
June 2015 reporting period. The South32 Group's
assessment of the impact of those new standards and
interpretations considered relevant to the South32
Group is set out below. The South32 Group does not
intend to early adopt any of the new standards or
interpretations.

AASB 9 Financial Instruments (effective from 1 January
2018)
AASB 9 Financial Instruments includes revised
guidance on the classification and measurement of
financial assets, including a new expected credit loss
model for calculating impairment, and supplements the
new general hedge accounting requirements. The
South32 Group has not yet determined the extent of the
impact of this standard.

AASB 15 Revenue from Contracts with Customers
(effective from 1 July 2018)
AASB 15 establishes a single model that applies to
contracts with customers and two approaches to
recognising revenue: at a point in time or over time.
The model features a contract-based five step analysis
of transactions to determine whether, how much and
when revenue is recognised. The South32 Group has
not yet determined the extent of the impact of this
standard.

10. Subsequent events

No matters or circumstances have arisen since the end
of the financial 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.
                                                                                                     SOUTH32 RESULTS FOR ANNOUNCEMENT TO THE MARKET 55
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