Rio Algom (ROM) 6-K Current report (foreign)

Rio Algom Limited

Interim Report for the Six Months Ended
December 31, 2002

Rio Algom Limited (Rio Algom) is an international mining company and is an
indirect wholly-owned subsidiary of BHP Billiton Plc, a global natural resources company.
Rio Algom and its subsidiaries and investees produce copper, zinc, molybdenum, gold and coal
from mines in Canada, Chile, Peru and Argentina.

All financial figures are expressed in US dollars.

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RIO ALGOM LIMITED
CONSOLIDATED BALANCE SHEETS
(unaudited — in millions of US dollars)

		December 31, 2002		June 30, 2002
Assets
Current
	Cash and cash equivalents	$	235	$	206
	Receivables and prepaid expenses		78		96
	Inventories		61		60
	Loan receivable		218		—
			592		362
Property, plant and equipment			1,018		1,043
Mining properties			169		176
Investment			223		219
Loan receivable			—		247
Other assets			5		5
Non current future tax assets			79		23
		$	2,086	$	2,075
Liabilities
Current
	Accounts payable and accrued liabilities	$	103	$	145
	Current portion of long term debt		273		45
			376		190
Long term debt			524		529
Post-employment benefit obligations			20		20
Site restoration and related obligations			44		47
Non current future tax liabilities			198		136
			1,162		922
Shareholders’ equity
Equity portion of convertible debentures			—		222
Preferred securities			140		140
Common shares			368		368
Contributed surplus			43		43
Cumulative translation adjustment			84		100
Retained earnings			289		280
			924		1,153
		$	2,086	$	2,075

Approved on behalf of the Board of Directors:

Bradford A. Mills	Gordon C. Gray
Director	Director

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RIO ALGOM LIMITED
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited — in millions of US dollars except per share data)

			Three Months Ended						Six Months Ended
			December 31,			December 31,			December 31,			December 31,
			2002			2001			2002			2001
Mining revenue			$	122		$	111		$	229		$	194
Expenses
	Cost of mine production			73			64			142			110
	Selling, general and administration			2			6			6			12
	Depreciation and amortization			25			27			47			42
	Interest			7			8			16			11
	Exploration			—			1			—			2
				107			106			211			177
				15			5			18			17
Investment and other income				4			5			7			9
Earnings before taxes and equity in net earnings of associated company				19			10			25			26
Income and mining taxes				(6	)		(5	)		(11	)		(12	)
Earnings before equity in net earnings of associated company				13			5			14			14
Equity in net earnings of associated company				6			3			7			2
Net earnings for the period			$	19		$	8		$	21		$	16
Accretion of equity element of convertible debentures			$	(2	)	$	(2	)	$	(5	)	$	(4	)
Dividends on preferred securities			$	(3	)	$	(2	)	$	(7	)	$	(4	)
Income attributable to the common shareholders			$	14		$	4		$	9		$	8
Per common share:
		Net earnings for the period	$	0.22		$	0.06		$	0.14		$	0.12
Weighted average shares outstanding(in millions)				65.5			65.5			65.5			65.5

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RIO ALGOM LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited — in millions of US dollars)

		Three Months Ended						Six Months Ended
		December 31,			December 31,			December 31,			December 31,
		2002			2001			2002			2001
CASH PROVIDED BY (USED IN) THE FOLLOWING:
Operating Activities
Net earnings for the period		$	19		$	8		$	21		$	16
Non-cash items:
	Depreciation and amortization		25			27			47			42
	Future income taxes		4			5			6			11
	Equity in net (earnings) of associated company		(6	)		(3	)		(7	)		(2	)
	Other non-cash items		4			(5	)		2			(3	)
Site restoration and related obligations			(3	)		—			(2	)		—
Changes in non-cash working capital:
	Decrease (increase) in receivables and prepaid expenses and inventories		2			(10	)		17			(12	)
	(Decrease) in accounts payable and accrued liabilities and taxes payable		(3	)		(15	)		(40	)		(9	)
			42			7			44			43
Financing Activities
Drawdown of senior project debt facilities			—			12			22			41
Repayment of senior project debt facilities			—			—			(24	)		—
Decrease in long term debt and other obligations			—			(1	)		(1	)		(2	)
Decrease in short term borrowings			—			8			—			3
Interest on equity portion of convertible debentures			(2	)		(2	)		(5	)		(4	)
Dividends on preferred securities			(3	)		(2	)		(7	)		(4	)
			(5	)		15			(15	)		34
Investing Activities
Decrease in loan receivable			3			15			19			47
Proceeds from sale of investment			—			5			—			5
Capital expenditures			(12	)		(40	)		(19	)		(104	)
			(9	)		(20	)		—			(52	)
Increase in cash and cash equivalents during period			28			2			29			25
Cash and cash equivalents, beginning of period			207			106			206			83
Cash and cash equivalents, end of period		$	235		$	108		$	235		$	108

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RIO ALGOM LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months ended December 31, 2002 and 2001.

1.	Accounting policies
	The unaudited interim consolidated financial statements of Rio Algom Limited (the “company”) are prepared in accordance with accounting principles generally accepted in Canada applied on a consistent basis. These interim financial statements do not contain all the information required for the annual financial statements and should be read in conjunction with the June 30, 2002 annual financial statements of the company.
2.	Key operating statistics

	Three Months Ended				Six Months Ended
	Dec 31, 2002		Dec 31, 2001		Dec 31, 2002		Dec 31, 2001
Copper Production(millions of payable pounds)(a)
Cerro Colorado		73		74		145		150
Highland Valley Copper		31		34		64		70
Antamina		58		58		115		58
Alumbrera(b)		30		27		54		52
		192		193		378		330
Average Copper Cash Cost(US$ per pound after by-product credits)
Cerro Colorado		0.40		0.37		0.39		0.37
Highland Valley Copper		0.55		0.58		0.53		0.55
Antamina		0.40		0.48		0.40		0.48
Alumbrera (c)		—		0.27		0.07		0.23
Copper Sales(millions of payable pounds)(a)
Cerro Colorado		64		70		124		144
Highland Valley Copper		39		41		71		80
Antamina		57		63		124		63
Alumbrera(b)		29		29		52		51
		189		203		371		338
Average Copper Price(US$ per pound)
Cerro Colorado		0.71		0.72		0.70		0.73
Highland Valley Copper (d)		0.68		0.67		0.66		0.69
Antamina		0.73		0.65		0.68		0.65
Alumbrera		0.70		0.66		0.67		0.62
Other Production(a)
Gold(thousands of ounces) (b)		47		46		86		90
Molybdenum(thousands of pounds)		542		488		1037		823
Coal(thousands of tonnes)		189		139		352		291
Zinc(millions of pounds)		34		35		74		35

(a)	Rio Algom’s share.
(b)	Not included in mining revenue or operating profit as the company’s investment in Alumbrera is accounted for using the equity method.
(c)	Alumbrera by-product credits exceeded cash costs for the quarter ended December 31, 2002.
(d)	Includes impact of currency hedge.

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3. Segment Disclosures
(unaudited — in millions of US dollars)

	Compania								Compania									Corporate,
	Minera Cerro				Highland Valley				Minera									Development and
	Colorado				Copper				Antamina					Other Mining				Exploration						Total
	2002		2001		2002		2001		2002		2001			2002		2001		2002			2001			2002			2001
Segmented Earnings
For the Three Months Ended December 31, 2002 and 2001
Mining revenue		51		48		23		22		40		33			8		8		—			—			122			111
Cost of operations		27		24		18		16		23		19			7		5		—			—			75			64
Depreciation and amortization		13		11		2		4		9		10			1		2		—			—			25			27
Segment profit		11		13		3		2		8		4			—		1		—			—			22			20
Corporate expenses																			—			(6	)		—			(6	)
Interest expense																			(7	)		(8	)		(7	)		(8	)
Exploration																			—			(1	)		—			(1	)
Investment and other income																			4			5			4			5
Income and mining taxes																			(6	)		(5	)		(6	)		(5	)
		11		13		3		2		8		4			—		1		(9	)		(15	)		13			5
Associated company:
Equity in net earnings		—		—		—		—		—		—			—		—		6			3			6			3
Net earnings for the period		11		13		3		2		8		4			—		1		(3	)		(12	)		19			8
Segmented Cash Flow
For the Three Months Ended December 31, 2002 and 2001
Operating activities		23		28		4		3		19		(8	)		3		1		(7	)		(17	)		42			7
Capital expenditures		8		28		—		1		2		9			2		2		—			—			12			40

Segmented Balance Sheets
As at December 31, 2002 and June 30, 2002

	Compania						Compania						Corporate,
	Minera Cerro			Highland Valley			Minera						Development and
	Colorado			Copper			Antamina			Other Mining			Exploration			Total
Assets
Current assets		209	174		25	29		95	100		7	13		256	46		592	362
Fixed assets and mining properties		406	415		58	66		674	689		—	1		49	48		1,187	1,219
Investment		—	—		—	—		—	—		—	—		223	219		223	219
Other assets		2	14		3	3		68	—		—	—		11	258		84	275
Total assets		617	603		86	98		837	789		7	14		539	571		2,086	2,075
Liabilities
Current liabilities		21	15		17	17		71	109		2	2		265	47		376	190
Long term liabilities		128	134		8	8		444	379		2	8		204	203		786	732
Total liabilities		149	149		25	25		515	488		4	10		469	250		1,162	922
Net assets		468	454		61	73		322	301		3	4		70	321		924	1,153

Geographic Data

	Canada			Chile			Argentina			Peru			Total
For the Three Months Ended December 31, 2002 and 2001
Mining revenue		31	30		51	48		—	—		40	33		122	111
As at December 31, 2002 and June 30, 2002
Capital assets		64	319		465	486		223	219		742	689		1,494	1,713

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3. Segment Disclosures
(unaudited — in millions of US dollars)

	Compania								Compania										Corporate,
	Minera Cerro				Highland Valley				Minera										Development and
	Colorado				Copper				Antamina						Other Mining				Exploration						Total
	2002		2001		2002		2001		2002			2001			2002		2001		2002			2001			2002			2001
Segmented Earnings
For the Six Months Ended December 31, 2002 and 2001
Mining revenue		95		102		40		44		80			33			14		15		—			—			229			194
Cost of operations		54		51		31		32		47			19			13		10		—			—			145			112
Depreciation and amortization		22		22		5		7		19			10			1		3		—			—			47			42
Segment profit		19		29		4		5		14			4			—		2		—			—			37			40
Corporate expenses																				(3	)		(10	)		(3	)		(10	)
Interest expense																				(16	)		(11	)		(16	)		(11	)
Exploration																				—			(2	)		—			(2	)
Investment and other income																				7			9			7			9
Income and mining taxes																				(11	)		(12	)		(11	)		(12	)
		19		29		4		5		14			4			—		2		(23	)		(26	)		14			14
Associated company:
Equity in net earnings		—		—		—		—		—			—			—		—		7			2			7			2
Net earnings for the period		19		29		4		5		14			4			—		2		(16	)		(24	)		21			16
Segmented Cash Flow
For the Six Months Ended December 31, 2002 and 2001
Operating activities		47		61		15		13		(9	)		(8	)		1		2		(10	)		(25	)		44			43
Capital expenditures		13		32		—		2		4			67			2		2		—			1			19			104

Geographic Data

	Canada			Chile			Argentina			Peru			Total
For the Six Months Ended December 31, 2002 and 2001 Mining revenue		54	59		95	102		—	—		80	33		229	194

4.	Commercial Production
	The company holds a 33.75% interest in Compania Minera Antamina S.A. (“CMA”), a joint venture with Noranda Inc. (“Noranda”) (33.75%), Teck Cominco Limited (“Teck Cominco”) (22.5%) and Mitsubishi Corporation (“Mitsubishi”) (10%). CMA has developed and now operates a copper-zinc project in Peru. Each shareholder is responsible for its proportional share of the project’s total cost of US$2.3 billion, including the payment to Centromin (a mining company owned by the Peruvian government) referred to in note 5(a) below.
	On October 1, 2001, the CMA copper-zinc project commenced commercial production. CMA has entered into concentrate sales agreements for a significant portion of its future production with various counterparties including an affiliate.
5.	Commitments and contingencies
	(a) In September 1998, the company, along with partners Noranda and Teck Cominco, elected to proceed with the development of the Antamina property. In connection with this election, the partners and the company made an investment commitment of US$2.5 billion. Since the

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	actual investment was less than the investment commitment as of June 6, 2002, US$111.5 million was paid by CMA to Centromin in the quarter ended September 30, 2002.
	(b) The company has provided a several guarantee of its 33.75% share of Antamina’s senior debt. Rio Algom’s share of such debt amounted to US$422 million at December 31, 2002 (June 30, 2002 — US$424 million). The guarantee increased to a maximum of US$445 million in August 2002 as Antamina drew fully on its senior debt facilities. The first repayment of the senior debt of $24 million (Rio Algom’s share) was made in September 2002. Following satisfaction of a number of pre-agreed completion tests expected to occur between 2002 and February 2004, the guarantee will terminate.
6.	Shareholders’ equity
	At December 31, 2002, the company had 65,505,788 common shares.
	On November 27, 2002, Rio Algom Limited announced that it will redeem, effective February 1, 2003, all of the C$353,378,000 outstanding 5.5% convertible unsecured subordinated debentures. Commencing at the end of November 2002 the convertible debentures are disclosed as current debt instead of shareholders’ equity and therefore accrued interest from that date is charged to the statement of earnings.
7.	Change in reporting currency
	Effective the third quarter ended March 31, 2002, the company’s financial statements are being reported in US dollars. US dollars have been adopted as the company’s functional currency.

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Rio Algom Limited
Management’s Discussion & Analysis
For The Six Months Ended December 31, 2002

Overview

Rio Algom Limited (“Rio Algom”) is an international mining company and is an indirect wholly owned subsidiary of BHP Billiton Plc, a global natural resources company. Rio Algom and its subsidiaries and investees produce copper, zinc, molybdenum, gold and coal from mines in Canada, Chile, Peru and Argentina.

Rio Algom’s mining operations include the wholly owned Cerro Colorado copper mine in Chile, a 33.6% partnership interest in Highland Valley Copper in British Columbia, a 33.75% interest in the Antamina copper-zinc mine in Peru, a 25% equity investment in the Alumbrera copper-gold mine in Argentina, a 25% royalty interest in the Polaris zinc-lead mine in the Canadian Arctic which closed in September 2002 and a 29.1% joint venture interest in the Bullmoose Coal mine in British Columbia. The company has also a wholly owned copper project at the feasibility stage in Chile.

On October 1, 2001 the Antamina copper-zinc project commenced commercial production, four months ahead of schedule.

Effective the third quarter ended March 31, 2002, the company’s financial statements and attached notes are being reported in US dollars. The US dollar has been adopted as the company’s functional currency.

All currency references herein are to U.S. dollars unless otherwise specified. Reference to Canadian dollars is indicated by the symbol “C$”.

Cash Profile and Liquidity

Cash and cash equivalents at December 31, 2002 were $235 million compared to $206 million at June 30, 2002.

Cash flow from operating activities for the second quarter ended December 31, 2002 was $42 million compared to $7 million last year. Cash from operating activities went up, due mainly to a combination of higher earnings and lower use of working capital. Cash flow from operating activities for the six months ended December 31, 2002 of $44 million was comparable to the $43 million the year before.

Financing activities for the second quarter ended December 31, 2002 were a negative $5 million compared to an increase of $15 million in the same quarter of last year. There was no change in the company’s borrowing in this current quarter. The first principal repayment of the senior project debt at Antamina of $24 million (Rio Algom’s share) was made in September 2002 and more than offset the last drawdown on the senior project debt facilities of $22 million (Rio Algom’s share). Financing activities for the year to date were a negative $15 million and a positive $34 million for the six months ended December 31, 2002 and 2001 respectively.

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Capital expenditures for the quarters ended December 2002 and 2001 were related principally to the expansion program at Cerro Colorado. Costs to complete approved capital projects are financed through cash flow generated from operating activities.

Rio Algom Limited had a loan receivable from a wholly owned Canadian subsidiary of Billiton Plc with a maturity date of February 1, 2003, reported in current assets. The interest rate on the loan was 6 month LIBOR plus 0.75% per annum. At December 31, 2002, the amount outstanding was $218 million compared to $247 million at June 30, 2002. BHP Billiton Plc had unconditionally and irrevocably guaranteed the loan as to both principal and interest. In the second quarter ended December 31, 2002, the company reported this loan interest income of $2 million (year to date: $4 million), under investment and other income (2001 — $3 million for the quarter and $6 million for the year to date).

Results of Operations

Rio Algom’s net earnings for the second quarter ended December 31, 2002, were $19 million with revenue of $122 million and operating profit of $22 million. In the second quarter of last year, the company reported net earnings of $8 million with sales of $111 million and operating profit of $20 million. Higher earnings for this current quarter resulted from higher average realized copper prices, higher profit contribution at Antamina and lower corporate expenses. Rio Algom’s net earnings for the six months ended December 31, 2002 were $21 million compared to $16 million for the same period the year before.

All production references herein are to payable pounds or payable ounces.

Cerro Colorado

Cerro Colorado reported revenue of $51 million for the second quarter ended December 31, 2002, compared to $48 million in the second quarter of December 31, 2001. Copper sales were 64 million pounds for this current quarter, down 9% from the 70 million pounds sold in the same period last year. The average realized copper price went down 1%, from $0.72 in 2001 to $0.71 in 2002. Copper production of 73 million pounds for the second quarter of this year was down 1% compared to 74 million pounds in the second quarter of last year. The average cash operating costs were $0.40 per pound in 2002, up 8% from the $0.37 per pound in 2001. Operating profit for the three months ended December 31, 2002 was $11 million compared to $13 million in the same quarter the year before, due to lower sales and higher average cash operating costs.

Antamina

The Antamina copper-zinc project commenced commercial production on October 1, 2001. Rio Algom’s share of the project’s revenue and operating profit for the second quarter ended December 31, 2002 was $40 million and $8 million respectively compared to $33 million and $4 million respectively for the second quarter ended December 31, 2001. Rio Algom’s share of sales of copper and zinc for the three months ended December 31, 2002 amounted to 57 million pounds and 32 million pounds respectively and its share of production at the Antamina mine was 58 million pounds of copper and 34 million pounds of zinc. Rio Algom’s share of sales of copper and zinc for the second quarter of last year amounted to 63 million pounds and 20 million pounds respectively and its share of production at the Antamina mine was 58 million pounds of copper and 35 million pounds of zinc. The average realized copper price was $0.73 per pound for 2002

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compared to $0.65 for 2001. The average cash operating cost after by-product credits was $0.40 per pound of copper for this current quarter and $0.48 per pound of copper for the second quarter of last year.

Rio Algom has provided a several guarantee of its 33.75% share of Antamina’s senior debt during the pre-completion period. Rio Algom’s share of such debt amounted to $422 million as of December 31, 2002. Antamina is now into its completion test period. Following satisfaction of a number of pre-agreed completion tests expected to occur between 2002 and February 2004, the guarantee will terminate.

Highland Valley Copper (“HVC”)

Rio Algom’s share of revenue and operating profit was $23 million and $3 million respectively for the second quarter ended December 31, 2002 compared to $22 million and $2 million for the previous year’s second quarter. The average realized copper price for this quarter was $0.68 per pound compared to $0.67 per pound for the same quarter of last year. Rio Algom’s share of copper sales was 39 million pounds for the three months ended December 31, 2002 compared to 41 million pounds the year before. Rio Algom’s share of copper production at HVC was 31 million pounds for the quarter ended December 31, 2002, compared to 34 million pounds for the second quarter of last year. Average cash costs of $0.55 per pound in 2002 were down 5% from $0.58 per pound in 2001.

Currency hedges reduced HVC’s average realized copper price by $0.04 per pound in both quarters ended December 2002 and 2001. The currency hedges expired at the end of December 2002.

Alumbrera

Rio Algom’s investment in Minera Alumbrera is accounted for on an equity basis. Rio Algom’s share of net earnings was $6 million for the second quarter ended December 31, 2002 compared to $3 million for the comparable period the year before. The improvement in earnings was mainly due to a higher average copper price, higher by-products credits and lower operating costs in US dollar terms as a result of the Argentinean peso devaluation.

Other Mining

Other mining comprises a 25% royalty interest in the Polaris zinc-lead mine and Rio Algom’s 29.1% joint venture interest in the Bullmoose Coal mine. Revenue of both operations for the second quarter ended December 31, 2002 was $8 million with no operating profit compared to revenue of $8 million and operating profit of $1 million for the quarter ended December 31, 2001.

Polaris mine ceased its operations in September 2002 after exhausting its ore reserves

The Bullmoose Coal mine is expected to exhaust its reserves in the calendar year 2003 and the operations will then be permanently closed. The mine has been operating since production began in 1983.

Expenses

Corporate expenses for the second quarter ended December 31, 2002 were close to nil compared expenses of $6 million in the second quarter of last year. Exploration costs were also close to nil for the second quarter of this year compared to $1 million in the second quarter of the year before.

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Interest expense was $7 million in this current quarter compared to $8 million for the same quarter last year.

Risks and Uncertainties

Commodity Price Risk

The price of copper is the most significant factor influencing the profitability of Rio Algom. For the second quarter ended December 31, 2002, the company’s average realized copper price after by-product credits and excluding Alumbrera, was $0.71 per pound compared to $0.68 per pound in second quarter of last year.

Currency Risk

In 1998, Rio Algom entered into foreign exchange contracts involving approximately C$90 million per year over five years. These positions were intended to hedge the company’s exposure to currency risk at HVC, which incurs operating expenses in Canadian dollars, but receives sales revenue in US dollars. The average exchange rate on the contracts when established was C$1.00 to US$0.70.

Contracts settling for the quarter ended December 31, 2002 resulted in realized losses of $2 million, comparable to the $2 million losses realized in the second quarter of last year. The remaining contracts expired in December 2002.

Mining Risk

The business of mining for metals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground failures, changes in the regulatory environment, delays in the permitting and licensing of new projects and natural phenomena such as inclement weather conditions, floods and earthquakes.

Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. Although the company maintains insurance against risks that are typical of the mining industry, such insurance may not provide adequate coverage under all circumstances.

Estimates involving metal recoveries and capital and operating costs are based upon feasibility studies, which assess anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, facility and equipment requirements, environmental and reclamation activities and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns as estimated in feasibility studies.

Political and Financial Market Risks

Adverse political and economic developments can affect the performance of an investment. While project-financing arrangements may contain exclusions for certain political risks, including those covered by political risk insurance taken out by the relevant bank syndicate, the company’s equity investment in these projects is not covered.

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Outlook

The business environment remains uncertain in the short term and no significant improvement in the demand for base metals commodities is expected soon. Copper producers have been cutting down production over the last year in an attempt to reduce stocks at warehouses, which at the end of 2002 were slightly higher than at the end of 2001. The stock overhang contributed to ongoing weak copper prices.

Looking forward, we believe that the copper market outlook remains favourable. Once world industrial production growth returns to more normal levels, we would expect a rapid reduction in world inventories and the associated reversion of base metals prices to their long-term trends.

Caution Regarding Forward-Looking Information

Some of the disclosures included herein respecting production and production capacity, mineral reserves, resources and grades, mine life expectations, mining and treatment methods, metal prices, sales volumes, cash, operating, development and total costs, development schedules and budgets, financing, expenditures, returns and economic and market conditions, represent forward-looking statements (as defined in theU.S. Securities Exchange Act of 1934). Such statements are based on assumptions and estimates related to future economic and market conditions.

While the reasonableness of such assumptions and estimates is reviewed by management, unusual or unanticipated events may occur which render them inaccurate. Factors that could cause actual results to differ materially include, among others: the risks and uncertainties described earlier and in the financial statements, international economic and political conditions, cyclical and volatile commodity prices, availability of materials and equipment, failure to receive necessary government permits, delays in anticipated start-up dates, unusual weather or operating conditions, force majeure events, metallurgical and other processing problems, lower-than-expected ore grades, unanticipated ground and water conditions, failure of equipment or processes to operate in accordance with specifications or expectations and litigation. Under such circumstances, future performance may differ materially from expectations.

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