BHP & Billiton Merge Part 2

BHP Limited
Billiton PLC
19 March 2001

PART 2

ATTACHMENT 3 - BILLITON - KEY FACTS


COMPANY DESCRIPTION


Overview


Billiton is one of the world's leading metals and mining companies. It is a
major producer of aluminium and alumina, chrome and manganese ores and alloys,
steaming coal, nickel and titanium minerals, and is developing a substantial
and growing copper portfolio. It employs some 30,000 people, predominantly in
Australia, Latin America and Southern Africa, and has its headquarters in
London.




Market Capitalisation


US$10 billion as at 16 March 2001.

Ordinary share capital: 2,319 million US$0.50 shares.

Listed on Stock Exchanges in the UK (London), South Africa (Johannesburg) and
France (Paris).

Exchange Symbol: BLT (UK); BLJ (South Africa).




Financial Information

(12 months to 31 December 2000, and based on UK GAAP).


                                                                 US$ billion
Total Sales Revenue*                                                        6.2
EBITDA*                                                                     1.4
EBIT*                                                                       1.0
Attributable profit *                                                       0.7
Operating Cashflow**                                                        1.3
Attributable net assets                                                     6.1
Net debt                                                                    2.7
Net debt/equity                                                           45.3%
Gearing (net debt/net debt+net assets)                                    29.7%
Interest cover ratio                                                       5.7x
EBITDA interest cover                                                      8.1x
* Including joint ventures and associates
** Including dividends from joint ventures


                EBITDA comprises earnings before interest, tax, depreciation
                and amortisation.

                EBIT comprises earnings before interest and taxation.

        Interest cover ratio is the ratio of EBIT to net interest adjusted for
        non-cash items.

        EBITDA interest cover is the ratio of EBITDA to net interest adjusted
        for non-cash items.






RECENT CORPORATE HISTORY


  * Billiton purchased the non-precious metals assets of Gencor and floated
    in London in July 1997, raising US$1.5 billion in the international
    capital markets.

  * In the three years since flotation Billiton has sought to create a
    multi-commodity portfolio through a program of investment and expansion:

1997


  * Created a major nickel business by the merger of QNI and Billiton's
    Cerro Matoso operation in 1997.

1998


  * Purchased the minority interests in Ingwe (Coal), Samancor (Steel and
    Ferroalloys) and QNI (Nickel).

  * Launch of major capital projects such as the Mozal smelter, expansion of
    Worsley Alumina and second line at Cerro Matoso, all successfully on
    stream at the end of 2000.

  * Acquired together with Anglo American the manganese ore and alloys
    assets of BHP (60/40 ownership by Billiton/ Anglo American plc 'Anglo
    American').

2000


  * Raised US$850 million of equity through an international placing to fund
    the Group's expansion.

  * Expanded into the copper industry through the acquisition of Rio Algom
    Limited.

  * Invested in Colombian coal mining by acquiring one third stake in
    Carbones del Cerrejon and a 17 % interest in Cerrejon Zone Norte.

2001


  * Interest in Worsley alumina refinery increased from 30% to 86% in
    January 2001 at cost of US$1.49 billion.




PORTFOLIO OVERVIEW


  * Western world's 3rd largest primary aluminium producer.

  * Largest global producer of export steaming coal encompassing assets in
    South Africa, Australia and Colombia.

  * Western world's joint 4th largest nickel producer.

  * One of the world's largest integrated producers of chrome and manganese
    ores and ferroalloys through a 60% stake in Samancor.

  * Major global producer of copper following the recent acquisition of Rio
    Algom.

  * Major producer of titanium mineral sands from a 50% stake in Richards
    Bay Minerals.




The net operating assets and the EBIT of Billiton, analysed by commodity, are
listed below:


                                               Net Operating
                                                                        EBIT
At 30 December 2000                                Assets
                                                     %                    %
Aluminium                                            33                  45
Base Metals                                          18                   3
Coal                                                 15                  14
Ferroalloys                                          10                  16
Nickel                                               14                  15
Others                                               10                   7

      Base metals includes only three months of Rio Algom profits


Aluminium


  * Billiton's aluminium division is one of the world's leading and lowest
    cost primary aluminium producers.

  * Business activities are focused on bauxite mining, alumina production,
    aluminium smelting into remelt ingot and various value-added products, and
    trading of equity and third party production of alumina and aluminium.

  * Billiton's aluminium division generated turnover of US$2,509 million and
    EBIT of US$437 million for the 12 months ended 31 December 2000.

  * Its operations include:


                                          Attributable production for year to
                                                       31.12.00
Product   Plant    Location       %                  ('000 tonnes)
                              Interest
Aluminium Hillside S. Africa     100                      494
          Bayside  S. Africa     100                      177
          Alumar   Brazil        46                       172
          Valesul  Brazil        46                       42
          Mozal    Mozambique    47                       30
                                                          915
Alumina   Worsley  Australia     86*                      731
          BMS      Suriname      45                       858
          Alumar   Brazil        36                       447
                                                         2,036


         * The interest in Worsley was increased from 30% to 86% in January
    2001.



Bauxite Mining


  * Billiton's bauxite mining operations consists of a 14.8% shareholding in
    Mineracao Rio do Norte ('MRN') in Brazil which supplies bauxite to the
    Alumar refinery; a 76% share in a mining joint venture in Billiton
    Maatschappij Suriname ('BMS') in Suriname; and an 86% interest in the
    integrated Worsley bauxite mine/alumina refinery in Australia.


Alumina Refining


  * Alumina refining comprises of a 36% interest in the Alumar refinery in
    Brazil; a 45% share in a refinery joint venture in Suriname; and an 86%
    share in the integrated Worsley alumina refinery/bauxite mine in
    Australia.


  * Following completion of the Worsley refinery expansion and increase in
    ownership from 30% to 86% on 25th January 2001, attributable alumina
    capacity has doubled to approximately 4,000,000 tonnes per annum.


Aluminium Smelting


  * Aluminium production comprises the wholly-owned Bayside and Hillside
    smelters which are both located in South Africa; a 46% interest in the
    Alumar smelter; and a 46% interest in Valesul Aluminio SA, both located in
    Brazil. Billiton also has a 47.6% stake in the Mozal aluminium smelter in
    Mozambique, with an output of 250,000 tonnes per annum. Mozal is the
    largest single project investment ever made in Mozambique and is expected
    to be a world class, low-cost and high-quality aluminium producer.

  * The recent completion of the Mozal smelter has raised attributable
    aluminium capacity to 1,020,000 tonnes per annum.


Planned Growth Projects


  * A feasibility study has been undertaken to evaluate the doubling of
    Mozal's production capacity and a decision in this respect is likely to be
    taken in the first half of 2001.

  * A feasibility study is underway to add an additional potline to the
    Hillside smelter, increasing production by around 130,000 tonnes per
    annum.




Base Metals




  * Billiton achieved its objective of establishing a substantial production
    base in the copper industry with the acquisition of Rio Algom in October
    2000. This acquisition enhanced its previous production capacity and
    provided a portfolio of growth assets.

  * Billiton Base Metals generated turnover of US$225 million and EBIT of
    US$31 million for the 12 months ended 31 December 2000.

  * Its major copper operations include:




                                   Attributable Copper production for year to
                                                    31.12.00
Mine          Location      %                     ('000 tonnes)
                        interest
Cathode
Cerro         Chile        100                                              31*
Colorado
Concentrate
Alumbrera     Argentina    25                                               10*
Highland      Canada       34                                               16*
Valley
Selbaie       Canada       100                                               13
                                                                             70
* Only 3 months of Rio Algom production is reflected in these volumes





  * Billiton Base Metals' copper production comes mainly from its
    wholly-owned open pit mining, heap-leach and SXEW operation at Cerro
    Colorado and Selbaie (by-product) and its interests in the concentrate
    producers Highland Valley Copper and Alumbrera.


  * Attributable copper production from the Rio Algom assets reached a
    record 216,000 tonnes for the 12 months ended 31 December 2000 with Cerro
    Colorado the main contributor to the record levels with production 13%
    above plan.

  * Zinc in concentrate is produced from its wholly-owned open pit
    operations at Selbaie (Canada) and Pering (South Africa) and totalled
    67,000 tonnes of contained zinc for the 12 months ended 31 December 2000.
    Both these mines are nearing the end of their economic lives.

  * By-products include gold at Alumbrera and Selbaie (69,800oz for the 12
    months ended 31 December 2000), silver at Selbaie (2,128,000oz for the 12
    months ended 31 December 2000), molybdenum at Highland Valley (302,000lb
    for the 12 months ended 31 December 2000) and lead at Pering (6,100 tonnes
    for the 12 months ended 31 December 2000).

  * Integration of Rio Algom into Billiton is well advanced and is expected
    to be completed by the end of June 2001. Cost cutting at the centre and
    the absorption of the Rio Algom exploration programme into that of
    Billiton has reduced annual corporate costs at Rio Algom by an estimated
    38%.


Base Metals Growth Projects




  * Billiton Base Metals also has a strong portfolio of predominantly copper
    and zinc development and exploration assets in South America which are set
    to come on stream and be developed in the next few years. These include:

The US$2.296 billion Antamina copper-zinc mine in Peru which is on budget and
scheduled for mechanical completion in mid 2001. When in full production
average annual output during the first ten years is forecast at 295,000 tonnes
of copper and 240,000 tonnes of zinc at an average cash cost during the first
ten years of US$0.29/lb net of credits. Antamina is expected to be the third
largest zinc and seventh largest copper mine in the world and Billiton's share
in this will significantly increase Billiton's total annual copper and zinc
production.

Pre-feasibility study work on the Spence copper project in Chile has been
completed and a full feasibility study is likely to commence in the second
quarter of 2001.

The La Granja copper deposit in Peru was acquired from Cambior and Minero Peru
and study work has commenced to determine process options.


  * Billiton and its partner in the Alliance Copper JV, Codelco, is focussed
    on identifying value creation opportunities for its proprietary
    bioleaching technology (BioCOPTM ).






Coal




  * Billiton is the world's largest producer of export steaming coal.

  * Operations in South Africa (Ingwe, 100% owned), Australia (Coal
    Operations Australia Limited's ('COAL') most significant asset is an 100%
    interest in the Mount Arthur North mine) and Colombia (one third interest
    in Carbones del Cerrejon ('CDC') and a 17% interest in Cerrejon Zone Norte
    ('CZN')).

  * Billiton's coal division generated turnover of US$1,098 million and EBIT
    of US$133 million for the twelve months ended 31 December 2000.
  * Its operations include:

                                               Attributable sales volumes for
                                                      year to 31.12.00
Source          Product    Location     %               ('000 tonnes)
                Market               Interest
Ingwe           Export     S. Africa   100                               26,000
                Local      S. Africa                                     34,700
                utility
                Inland     S. Africa                                      5,400
                                                                         66,100

COAL            Export     Australia   100                                4,000
                Inland     Australia                                      1,000
                                                                          5,000
Colombian Coal  Export     Colombia  33 - CDC                               200
Assets
                                     17 - CZN
Total Steam                                                              71,300
coal



Ingwe


  * Ingwe operates eight mines in South Africa with production accounting
    for approximately 30% of South Africa's coal output making it South
    Africa's largest coal producer and one of the largest coal companies in
    the world.

  * Ingwe conducts its exports to overseas markets through its 40.1%
    interest in the Richards Bay Coal Terminal Company Limited in South
    Africa, the largest coal export facility of its kind in the world.



COAL


  * COAL produced 5 million tonnes of saleable coal in the twelve months
    ended 31 December 2000.

  * The Mount Arthur North mine, which is currently under development in
    Australia, is expected to add significantly to COAL's attributable
    capacity, with resulting total planned annual output of 12-14 million
    tonnes of steam coal by 2005.



Colombian Coal


  * Billiton recently acquired a global multi-sourcing export steam coal
    capability with two significant investments in Colombian coal mines,
    being:

In September 2000, Billiton acquired a one third stake in Carbones del
Cerrejon, equally sharing ownership with Anglo American and Glencore for this
4 million tonnes per annum capacity asset.

In November 2000, the same consortium acquired the Colombian government's 50%
stake of the adjoining Cerrejon Zone Norte operation, the largest open pit
coal mine in Latin America with a current capacity of 18 million tonnes per
annum.


Planned Growth Projects


  * A feasibility study is currently underway to evaluate a significant
    increase in the production capacity of Carbones del Cerrejon. A decision
    in this respect is likely to be taken in the first half of calendar year
    2001. Further expansion potential exists beyond this planned expansion.

  * Additional expansion potential exists at Cerrejon Zone Norte.





Nickel




  * Billiton's nickel business, operating under the name QNI, comprises the
    following operations:


Product     Plant     Location     %     Nickel production for year to 31.12.00
                                Interest             ('000 tonnes)
Ferronickel Cerro     Colombia    100                      28
            Matoso
Nickel/     Yabulu    Australia   100                      27
cobalt
                                                           55




  * QNI Nickel had turnover of US$503 million and EBIT of US$141 million for
    the 12 months ended 31 December 2000.



Cerro Matoso


  * Cerro Matoso operates an integrated nickel mining and smelting operation
    in northern Colombia. The ore body on which the mine is based is of high
    quality, with an average grade of 2.3%. nickel, and is expected to support
    planned production to 2017. Recent completion of second line at Cerro
    Matoso is expected to double its output to around 55,000 tonnes per annum
    within the next 18 months and significantly reduce cash costs.



Yabulu


  * The Yabulu refinery in Queensland, is one of the major lateritic
    nickel-cobalt processing plants in the world, processing ore from mines in
    New Caledonia, Indonesia and the Philippines. With a nickel production
    capacity of around 30,000 tonnes per annum and a cobalt production
    capacity of approximately 2,000 tonnes per annum, Yabulu produces a range
    of high purity nickel and cobalt products.





Potential growth projects


  * QNI first acquired 40% of the Ravensthorpe Nickel Laterite Project in
    May 2000, later adding a further 10% in September 2000, and earlier this
    month agreed to acquire the remaining 50% from Comet Resources Limited.

  * A detailed feasibility study for the Ravensthorpe Nickel Laterite
    Project is due to be completed in June 2001 and the complementary
    expansion of the Yabulu refinery is also under evaluation.

  * An Acid Pressure Leach pilot plant constructed in conjunction with
    Lakefield Oretest of Canada was completed in November 2000. The pilot
    plant will test all facets of the Ravensthorpe circuit.




Steel & Ferroalloys


  * Billiton's steel and ferroalloys business embraces mining and the
    beneficiation and marketing of mainly manganese ore and alloys, chrome ore
    and controlling alloys, and manganese metal and stainless steel. The
    businesses, of which Billiton owns 60% with the remaining 40% owned by
    Anglo American, comprise Samancor Limited ('Samancor'), Groote Eylandt
    Mining Co Pty Limited ('GEMCO') and Tasmanian Electro Metallurgical
    Company (Pty) Limited ('TEMCO'). The majority of output is sold to the
    global steel industry.

  * The production attributable to Billiton is as follows :


                               Saleable production for year to 31.12.00
                                            ('000 tonnes)
Samancor                                                                  2,203
GEMCO                                                                     1,350
Manganese ores                                                            3,553
Samancor                                                                    482
TEMCO                                                                       252
Manganese alloys                                                            734
Chrome ores                                                               3,690
Chrome alloys                                                             1,071




  * The financial results for the steel and ferroalloys business for the
    twelve months ended 31 December 2000 was attributable turnover of US$1,285
    million and attributable EBIT of US$158 million.


Samancor


  * Samancor is one of the world's largest integrated producers of chrome
    and manganese ores and ferroalloys.

  * Chrome mines are located in the Mpumalanga, North West and Northern
    provinces of South Africa. Chrome ore is used to produce different grades
    of ferrochrome at four ferrochrome plants located in the Gauteng and
    Mpumalanga provinces of South Africa.

  * Samancor's ore reserves are located in the Kalahari Basin in the
    Northern Cape Province of South Africa while manganese alloys production
    is carried out at the Metalloys works in the Gauteng Province of South
    Africa.

  * Samancor also owns one-third of the Columbus stainless steel joint
    venture in South Africa.


GEMCO and TEMCO


  * GEMCO produces various grades of manganese ore for metallurgical and
    chemical uses and its mining operations are situated on the island of
    Groote Eylandt off the east coast of the northern territory of Australia.
    TEMCO produces manganese alloys from its plant established near
    Launceston, Tasmania.




Titanium Minerals




  * Billiton's interest in titanium minerals consists of a 50% holding in
    Richards Bay Minerals ('RBM') involving the mining of heavy mineral sands
    to produce ilmenite, natural rutile and zircon and the beneficiation of
    ilmenite to produce titanium slag and high purity iron.

  * The business is jointly owned with Rio Tinto. RBM's operations are
    located at Richards Bay in the province of KwaZulu-Natal, South Africa.

  * RBM beneficiates the ilmenite to produce titanium dioxide slag and high
    purity iron. RBM is the world's largest producer of chlorinatable titanium
    dioxide slag as well as the largest single producer of titanium dioxide
    slag overall.

  * RBM produces about 1 million tonnes of titanium dioxide per annum.