EXHIBIT 99.2 Independent Auditors' Report The Board of Directors and members of RAG Australia Coal Pty Limited: We have audited the accompanying consolidated statements of financial position of RAG Australia Coal Pty Limited and its controlled entities (the "Company") as of December 31, 2003 and 2002, and the related consolidated statements of financial performance and cash flows for each of the years in the three-year period ended December 31, 2003, all expressed in Australian dollars. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Australia and the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RAG Australia Coal Pty Limited and its controlled entities as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in Australia. Accounting principles generally accepted in Australia vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 to the consolidated financial statements. KPMG Sydney, Australia March 9, 2004 F1 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENTS OF FINANCIAL PERFORMANCE For the year ended December 31, -------------------------------- 2001 2002 2003 Note A$'000 A$000 A$'000 ------- ------- ------- Revenue from sale of coal 2 379,498 369,155 370,131 Other revenues from ordinary activities 2 110,555 7,898 8,652 ------- ------- ------- Total revenue 2 490,053 377,053 378,783 Cost of goods sold: - mining costs (163,740) (172,288) (211,017) - depreciation and amortisation (44,038) (36,820) (44,961) - royalty costs (23,451) (25,247) (26,243) Exploration and development costs written off (17,605) - - Selling and distribution expenses (50,178) (45,714) (54,435) Administration expenses (8,858) (11,684) (12,511) Borrowing costs (15,732) (12,746) (9,852) Other benefits/(expenses) from ordinary activities* (75,003) 22,293 46,286 Cost of assets disposed (52,961) - - ------- ------- ------- PROFIT FROM ORDINARY ACTIVITIES BEFORE RELATED INCOME TAX EXPENSE 3 38,487 94,847 66,050 Income tax expense relating to ordinary activities 5 21,877 24,928 19,627 ------- ------- ------- NET PROFIT 16,610 69,919 46,423 ======= ======= ======= * - This category includes foreign currency losses of $66,476,000 in 2001 and foreign currency gains of $23,589,000 in 2002 and $46,709,000 in 2003. See accompanying notes to consolidated financial statements. F2 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION For the year ended December 31, ------------------------------- 2002 2003 Note A$'000 A$'000 ------- ------- CURRENT ASSETS Cash assets 6 227,377 111,337 Receivables 7 55,420 59,156 Inventories 8 13,973 16,469 Current tax receivable 5 - 11,317 Other 9 3,700 27,592 ------- ------- TOTAL CURRENT ASSETS 300,470 225,871 ------- ------- NON-CURRENT ASSETS Receivables 7 - - Other financial assets 10 1,801 1,801 Property, plant and equipment 11 163,161 201,624 Deferred tax assets 5 12,704 5,613 Other 9 478 478 ------- ------- TOTAL NON-CURRENT ASSETS 178,144 209,516 ------- ------- TOTAL ASSETS 478,614 435,387 ------- ------- CURRENT LIABILITIES Payables 12 53,612 44,418 Interest bearing liabilities 13 16,992 14,972 Current tax liabilities 5 21,256 - Provisions 14 32,358 3,634 ------- ------- TOTAL CURRENT LIABILITIES 124,218 63,024 ------- ------- NON-CURRENT LIABILITIES Interest bearing liabilities 13 142,897 97,194 Deferred tax liabilities 5 2,882 18,517 Provisions 14 1,275 2,887 ------- ------- TOTAL NON-CURRENT LIABILITIES 147,054 118,598 ------- ------- TOTAL LIABILITIES 271,272 181,622 ------- ------- NET ASSETS 207,342 253,765 ======= ======= EQUITY Contributed equity 15 80,000 80,000 Retained profits 16 127,342 173,765 ------- ------- TOTAL EQUITY 207,342 253,765 ======= ======= See accompanying notes to consolidated financial statements. F3 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31, ------------------------------ 2001 2002 2003 Note A$'000 A$'000 A$'000 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts in the course of operations 391,578 377,412 399,853 Cash payments in the course of operations (305,932) (255,190) (363,381) Dividends received 512 - 827 Interest received 8,203 6,802 5,161 Interest paid (15,732) (12,746) (9,852) Tax paid (21,518) (12,987) (29,534) -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 19(ii) 57,111 103,291 3,074 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Cash payments for controlled entities (net of cash acquired) - (37) (7,887) Payments for property, plant and equipment (14,763) (27,152) (60,595) Proceeds from sale of non-current assets (net of cash disposed) 101,342 123 - Loans to other parties (9,000) - - Loans to related parties (357) (7,834) (16,994) Proceeds from capital refund 200 - - -------- -------- -------- NET CASH USED IN INVESTING ACTIVITIES 77,422 (34,900) (85,476) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Repayment of borrowings (22,998) (13,555) (4,136) Dividends paid (155) (900) (18,000) -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES (23,153) (14,455) (22,136) -------- -------- -------- NET INCREASE/(DECREASE) IN CASH HELD 111,380 53,936 (104,538) CASH AT THE BEGINNING OF THE FINANCIAL YEAR 61,320 176,526 227,377 Effects of exchange rate fluctuations in respect of funds held in foreign currencies 3,826 (3,085) (11,502) -------- -------- -------- CASH AT THE END OF THE FINANCIAL YEAR 19(i) 176,526 227,377 111,337 ======== ======== ======== See accompanying notes to consolidated financial statements. F4 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The significant policies which have been adopted in the preparation of this financial report are: (a) BASIS OF PREPARATION In the opinion of the Directors, RAG Australia Coal Pty Limited and its controlled entities ("the company") is not a reporting entity. The financial report of the consolidated entity has been drawn up as a special purpose financial report for distribution to the members and for the purpose of fulfilling the requirements of the Corporations Act 2001. The financial report has been prepared on the accrual basis of accounting as defined in AASB 1001, Accounting Policies, using the historical cost convention and going concern assumption. Except where stated, it does not take into account changing money values or current valuations of non-current assets. Except where stated, the accounting policies have been consistently applied. The financial report has been prepared in accordance with the requirements of the Corporations Act 2001, the recognition and measurement aspects of all applicable Accounting Standards, Urgent Issues Group Consensus Views and other authoritative pronouncements of the Australian Accounting Standards Board that have material effect. The financial report does not include the disclosure requirements of the following pronouncements having a material effect: - AASB 1005 Segment reporting - AASB 1008 Accounting for Leases - AASB 1017 Related Party Disclosures - AASB 1026 Statement of Cash Flows - AASB 1028 Accounting for Employee Entitlements - AASB 1033 Presentation and Disclosure of Financial Instruments - AASB 1041 Revaluation of Non-current Assets - AASB 1044 Provisions, Contingent Liabilities and Contingent Assets (b) PRINCIPLES OF CONSOLIDATION CONTROLLED ENTITIES The financial statements of controlled entities are included from the date control commences until the date control ceases. JOINT VENTURES A joint venture is either an entity or operation that is jointly controlled by the consolidated entity. Joint venture operation Interests in an unincorporated joint ventures are brought to account by including the proportionate share of the joint venture's assets, liabilities and expenses and the revenue from the sale of proportionate share of output on a line-by-line basis, from the date joint venture control commences to the date joint venture control ceases. F5 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (b) PRINCIPLES OF CONSOLIDATION (CONTINUED) TRANSACTIONS ELIMINATED ON CONSOLIDATION Unrealised gains and losses and inter-entity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation. Unrealised gains resulting from transactions with associates and joint ventures are eliminated to the extent of the consolidated entity's interest. Unrealised gains relating to associates and joint venture entities are eliminated against the carrying amount of the investment. Unrealised losses are eliminated in the same way as unrealised gains, unless they evidence a recoverable impairment. (c) REVENUE RECOGNITION Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST). SALE OF COAL Revenue from the sale of coal is recognised (net of returns, discounts and allowances) when control of the goods passes to the customer. INTEREST REVENUE Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. SALE OF NON-CURRENT ASSETS The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal. RENTAL REVENUE Rental revenue is recognised as it accrues. DIVIDEND REVENUE Revenue from dividends from investments in other entities are recognised when received. OTHER REVENUE Revenue recognition policies for investments are described in Accounting Policy Note 1(m). (d) BORROWING COSTS Borrowing costs include interest. Borrowing costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets which generally take more than 12 months to get ready for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the assets. F6 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) GOODS AND SERVICES TAX Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (f) FOREIGN CURRENCY TRANSACTIONS Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are translated at the rates of exchange ruling on that date. Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account as exchange gains or losses in the statement of financial performance in the financial year in which the exchange rates change. HEDGES Anticipated transactions Where hedge transactions are designated as a hedge of the anticipated purchase or sale of goods or services, or purchase of qualifying assets, gains and losses, on the hedge arising up to the date of the anticipated transaction, together with any costs or gains arising at the time of entering the hedge, are deferred and included in the measurement of the anticipated transaction when the transaction has occurred as designated. Any gains or losses on the hedge transaction after that date are included in the statement of financial performance. When the anticipated transaction is no longer expected to occur as designated the deferred gains and losses relating to the hedged transaction are recognised immediately in the statement of financial performance. Where a hedge transaction is terminated early and the anticipated transaction is still expected to occur as designated, the deferred gains and losses that arose on the hedge prior to its termination continue to be deferred and are included in the measurement of the purchase or sale when it occurs. Where a hedge transaction is terminated early because the anticipated transaction is no longer expected to occur as designated, deferred gains and losses that arose on the foreign currency hedge prior to its termination are included in the statement of financial performance for the period. F7 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (f) FOREIGN CURRENCY (CONTINUED) Where a hedge is redesignated as a hedge of another transaction, gains and losses arising on the hedge prior to its redesignation are only deferred where the original anticipated transaction is still expected to occur as designated. When the original anticipated transaction is no longer expected to occur as designated, any gains or losses relating to the hedge instrument are included in the statement of financial performance for the period. Gains and losses that arise prior to and upon the maturity of transactions entered into under hedge rollover strategies are deferred and included in the measurement of the hedged anticipated transaction if the transaction is still expected to occur as designated. If the anticipated transaction is no longer expected to occur as designated, the gains and losses are recognised immediately in the statement of financial performance. Other hedges All other hedge transactions are initially recorded at the relevant rate at the date of the transaction. Hedges outstanding at balance date are valued at the rates ruling on that date and any gains or losses are brought to account in the statement of financial performance. Costs or gains arising at the time of entering into the hedge are deferred and amortised over the life of the hedge. (g) TAXATION The consolidated entity adopts the income statement liability method of tax effect accounting. Income tax expense is calculated on operating profit adjusted for permanent differences between taxable and accounting income. The tax effect of timing differences, which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the balance sheet as a future income tax benefit or a provision for deferred income tax. Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain. The tax effect of capital losses is not brought to recorded unless realisation is virtually certain. (h) ACQUISITION OF ASSETS All assets acquired including property, plant and equipment are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their present value, discounted at the rate applicable to the company if similar borrowing were obtained from an independent financier under comparable terms and conditions. The costs of assets constructed or internally generated by the consolidated entity, other than goodwill, include the cost of materials and direct labour. Directly attributable overheads and other incidental costs are also capitalised to the asset. Borrowing costs are capitalised to qualifying assets as set out in Note 1(d) Expenditure other than research and development, is only recognised as an asset when the entity controls future economic benefits as a result of costs incurred, it is probable that those future economic benefits will eventuate, and costs can be measured reliably. F8 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h) ACQUISITION OF ASSETS (CONTINUED) SUBSEQUENT ADDITIONAL COSTS Costs incurred on assets subsequent to initial acquisition are capitalised when it is probable that future economic benefits in excess of the originally assessed performance of the asset will flow to the company in future years. Costs that do not meet the criteria for capitalisation are expensed as incurred. (i) REVISIONS OF ACCOUNTING ESTIMATES Revisions to accounting estimates are recognised prospectively in current and future periods only. (j) CASH ASSETS Cash assets are carried at face value of the amounts deposited. The carrying amounts of cash assets approximate net fair value. (k) RECEIVABLES The collectability of debts is assessed at year-end and specific provision made for any doubtful accounts. TRADE DEBTORS Trade debtors to be settled within 60 days are carried at amounts due. (l) INVENTORIES Coal stocks are valued at the lower of average cost of production and net realisable value. Cost of production includes direct production costs and an appropriate allocation of fixed and variable overheads. Materials and supplies are carried at the lower of cost and net realisable value. (m) INVESTMENTS Investments in other unlisted entities are carried at the lower of cost and recoverable amount based on the underlying net assets of the company. F9 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (n) LEASED ASSETS Leases of plant and equipment under which the company assumes substantially all of the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases. FINANCE LEASES Finance leases are capitalised. A lease asset and a lease liability equal to the present value of the minimum lease payments are recorded at the inception of the lease. Lease liabilities are reduced by repayments of principal. The interest components of the lease payments are expensed. Contingent rentals are expensed as incurred. Capitalised lease assets are amortised on a straight-line basis over the term of the relevant lease, or where it is likely the group will obtain ownership of the asset, the life of the asset. OPERATING LEASES Payments made under operating leases are expensed on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. (o) RECOVERABLE AMOUNT OF NON-CURRENT ASSETS VALUED ON COST BASIS The carrying amounts of all non-current assets valued on cost basis other than exploration and evaluation expenditure carried forward (refer Note 1(q)), are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds the recoverable amount, the asset is written down to the lower amount. The write-down is recognised as an expense in the net profit or loss in the reporting period in which it occurs. In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present value, except where specifically stated. Except where specifically stated, non-current assets are recorded at the lower of cost and recoverable amount. (p) DEPRECIATION AND AMORTISATION Items of property, plant and equipment are initially recorded at cost and depreciated as outlined below. The cost of property, plant and equipment constructed by the company includes the cost of materials and direct labour. The proportion of overheads and other incidental costs directly attributable to its construction are also capitalised to the cost of property, plant and equipment. USEFUL LIVES Items of property, plant and equipment, including mining equipment under lease are depreciated using the straight-line method over their estimated useful lives. This takes into account production output so as to write-off the net cost of each asset over the shorter of its expected useful life or the production life of the mine at which the asset is sited. The depreciation rates used for mining property, plant and equipment appropriate 5% to 20% F10 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (p) DEPRECIATION AND AMORTISATION (CONTINUED) Assets are depreciated or amortised from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. (q) EXPLORATION, EVALUATION AND DEVELOPMENT EXPENDITURE Exploration, evaluation and development costs are accumulated in respect of each separate area of interest. Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or, where evaluation and activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. When production commences, carried forward evaluation and development costs are amortised on a units of production basis over the life of the economically recoverable reserves. (r) PAYABLES Liabilities are recognised for amounts to be paid in the future for goods or services received. Trade accounts payable are normally settled within 60 days. (s) EMPLOYEE ENTITLEMENTS WAGES, SALARIES, ANNUAL LEAVE Liabilities for employee benefits for wages, salaries (including non-monetary benefits), and annual leave to be settled within 12 months of the reporting date representing present obligations resulting from employees' services provided up to the reporting date, calculated at undiscounted amounts based on remuneration rates that the company expects to pay as at reporting date including related on-costs. F11 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (s) EMPLOYEE ENTITLEMENTS (CONTINUED) LONG SERVICE LEAVE The liability for employees' entitlements to long service leave is only accrued for those employees not covered by the Coal Mining Industry Long Service Leave Fund and represents the present value of the estimated future cash outflows to be made by the employer resulting from employees' services provided up to balance date, including related on-costs. For those employees covered by the Coal Mining Industry Long Service Leave Fund no provision is recorded by the consolidated entity as the liability for payment of long service leave is reimbursed from the Coal Mining Industry (Long Service Leave) Fund. The consolidated entity accrues for all levy's charged by the Fund as incurred. SUPERANNUATION PLAN The Company contributes to several defined contribution superannuation plans. Contributions are charged against income as they are made. (t) PROVISIONS A provision is recognised when a legal or constructive obligation exists as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation, the timing or amount of which is uncertain. If the effect is material, provisions are determined by discounting the expected future cash flows (adjusted for expected future risks) required to settle the obligation at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability, being risk free rates on government bonds most closely matching the expected future payments, except where noted below. The unwinding of the discount is treated as part of the expense related to the particular provision. When some or all of the economic benefit required to settle a provision are expected to be recovered from a third party, the recovery will be received and is measured on a basis consistent with the measurement of the related provision. In the statement of financial performance, the expense recognised in respect of a provision is presented net of the recovery. In the statement of financial position, the provision is recognised net of the recovery receivable when the company: - has a legal recognised right to set-off the recovery receivable and the provision; and - intends to settle on a net basis, or to realise the asset and settle the provision simultaneously. F12 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (t) PROVISIONS (CONTINUED) RESTORATION Provisions are made for mine site rehabilitation and restoration on an incremental basis during the course of mine life. Provisions, which are determined on an undiscounted basis, include the following costs: reclamation, plant closure, waste site closure and monitoring activities. These costs have been determined on the basis of current costs, current legal requirements and current technology. Changes in estimates are dealt with on a prospective basis. Significant uncertainty exists as to the amount of restoration obligations which will be incurred due to the following factors: - Uncertainty as to the remaining life of existing sites - The impact of changes in environmental legislation. Assumptions have been made as to the remaining life of existing sites based on studies conducted by independent technical advisors. Such studies are conducted at least once in each three year period. (u) COMPARATIVE AMOUNTS Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current financial year amounts and other disclosures. 2 REVENUE FROM ORDINARY ACTIVITIES Consolidated ------------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------- ------- ------- Revenue from sale of coal 379,498 369,155 370,131 ------- ------- ------- OTHER REVENUES: From operating activities Interest received from: Other parties 8,203 6,802 5,161 Dividends 512 - 827 Rental proceeds received - 478 2,392 From outside operating activities Proceeds from sale of non-current assets 101,814 123 - Other 26 495 272 ------- ------- ------- Total other revenues 110,555 7,898 8,652 ------- ------- ------- TOTAL REVENUE FROM ORDINARY ACTIVITIES 490,053 377,053 378,783 ======= ======= ======= F13 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 3 PROFIT FROM ORDINARY ACTIVITIES BEFORE INCOME TAX EXPENSE Consolidated ------------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------- ------ ------ (a) INDIVIDUALLY SIGNIFICANT ITEMS INCLUDED IN PROFIT FROM ORDINARY ACTIVITIES BEFORE INCOME TAX EXPENSE Net gain on sale of investments in joint venture operations and associated entities (48,730) - - Exploration and development costs written off 17,605 - - Property, plant and equipment written off 7,728 - - (b) PROFIT FROM ORDINARY ACTIVITIES BEFORE INCOME TAX EXPENSE HAS BEEN ARRIVED AT AFTER CHARGING/(CREDITING) THE FOLLOWING ITEMS: Borrowing costs: Related parties 601 - - Other parties 15,131 12,746 9,852 Depreciation of property, plant and equipment 44,038 36,820 44,961 Amortisation: Deferred expenditure 1,809 521 - Net (profit)/loss on sale of property, plant and equipment (123) (94) 138 Net foreign exchange loss/(gain) 66,476 (23,589) (46,709) Net expense for movements in provision for: Doubtful debts (134) 161 (108) Stock obsolescence (282) - - Restoration 588 509 881 Employee entitlements 69 18 3,238 Land compensation - 103 - Contract losses on oxidised coal (849) - - F14 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4 AUDITORS' REMUNERATION Consolidated --------------------------- 2001 2002 2003 A$ A$ A$ ------- ------- ------- AUDIT SERVICES Auditor of the company -KPMG Audit and review of the financial report for the Corporate entities 57,500 47,500 137,500 Audit and review of the financial report for the unincorporated joint ventures 65,000 67,000 36,500 ------- ------- ------- 122,500 114,500 174,000 ======= ======= ======= OTHER SERVICES: Auditor of the Company -KPMG Other assurance services 62,000 91,753 262,709 Taxation services 443,505 477,032 468,280 ------- ------- ------- 505,505 568,785 730,989 ======= ======= ======= 5 TAXATION Consolidated ------------------------ 2001 2002 2003 A$'000 A$'000 A$'000 ------ ------ ------ (a) INCOME TAX EXPENSE Prima facie income tax expense calculated at 30% on the profit from ordinary activities: 11,546 28,454 19,815 Increase/(decrease) in income tax expense due to: Non-deductible mining rights depreciation 5,117 3,046 3,631 Non deductible interest 543 157 30 Non deductible exploration costs 5,757 - - Legal expenses 95 93 - Non deductible expense on acquisition of controlled entities - - 759 Non-deductible tax assets disposed during the year 4,979 - - Deductible losses on closing hedge contracts (2,404) (3,328) (2,706) Non assessable profit on disposal of joint venture operations and associated entities 88 - - Recovery of deferred tax assets not previously brought to account - - (1,452) Sundry items (1) 10 (12) Income tax over provided in prior year (3,843) (3,504) (438) ------ ------ ------ Income tax expense 21,877 24,928 19,627 ====== ====== ====== F15 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5 TAXATION (CONTINUED) Consolidated ------------------------ 2001 2002 2003 A$'000 A$'000 A$'000 ------ ------ ------ Income tax expense attributable to operating profit is made up of: Current tax provision 27,517 23,252 2,373 Deferred income tax provision (3,527) 86 11,777 Future income tax benefit 1,730 5,094 5,915 Over provision in prior year (3,843) (3,504) (438) -------- ------ ------ INCOME TAX EXPENSE 21,877 24,928 19,627 ======== ====== ====== Consolidated ------------------ 2002 2003 A$'000 A$'000 ------- ------- (b) CURRENT TAX LIABILITIES/(ASSETS) PROVISION FOR CURRENT INCOME TAX Movements during the year were as follows: Balance at beginning of year 15,770 21,256 Income tax paid (12,987) (29,534) Current year's income tax expense on profit from ordinary activities 23,252 2,373 Addition through acquisition of a controlled entity -- 971 Over provision in prior year: Permanent differences (3,504) (438) Timing differences (1,275) (5,945) ------- ------- Balance at end of year 21,256 (11,317) ======= ======= (c) DEFERRED TAX LIABILITIES PROVISION FOR DEFERRED INCOME TAX Provision for deferred income tax comprises the estimated expense at the applicable rate of 30% on the following items: Difference in depreciation and amortisation of property, plant and equipment for accounting and income tax purposes 2,321 12,922 Unrealized currency differences - 5,595 Expenditure currently deductible for tax but deferred and amortised for accounting purposes 561 - ------- ------- 2,882 18,517 ======= ======= F16 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5 TAXATION (CONTINUED) Consolidated --------------- 2002 2003 A$'000 A$'000 ------ ------ (d) DEFERRED TAX ASSETS FUTURE INCOME TAX BENEFIT Future income tax benefit comprises the estimated future benefit, at the applicable rate of 30% on the following items: Provision and accrued employee entitlements not currently deductible 4,943 5,455 Unrealised currency differences 7,539 - Sundry items 222 158 ------ ------ 12,704 5,613 ====== ====== (e) DIVIDEND FRANKING ACCOUNT 30% franking credits available to shareholders of RAG Australia Coal Pty Limited and its Controlled Entities for subsequent financial years 44,172 17,074 ====== ====== The above available amounts are based on the balance of the dividend franking account at year-end adjusted for: (a) franking credits/debits that will arise from the payment/receipt of the amount of the provision for income tax (b) franking debits that will arise from the payment of dividends recognised as a liability at the year-end (c) franking credits that will arise from the receipt of dividends recognised as receivables at the year-end (d) franking credits that the entity may be prevented from distributing in subsequent years. The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. F17 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Consolidated ---------------- 2002 2003 A$'000 A$'000 ------- ------- 6 CASH ASSETS Cash at bank 227,377 111,337 ======= ======= The weighted average interest rate on cash assets at 31 December 2003 is 4.2% (2002: 3.31%) 7 RECEIVABLES CURRENT Trade debtors 33,754 19,713 Less: Provision for doubtful debts (351) (243) ------- ------ 33,403 19,470 ------- ------ Other debtors 3,116 16,647 Loan to related parties 18,901 23,039 ------- ------ 55,420 59,156 ======= ====== 8 INVENTORIES CURRENT Raw materials and stores - at net realisable value 1,869 4,765 Work in progress - at cost 750 43 Finished goods - at cost 11,354 11,661 ------- ------ 13,973 16,469 ======= ====== F18 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Consolidated --------------- 2002 2003 A$'000 A$'000 ------ ------ 9 OTHER ASSETS CURRENT Prepayments 3,597 4,403 Security deposits 3 3 Deferred expenditure 100 4,559 Hedge receivable - 18,627 ------ ------ 3,700 27,592 ====== ====== OTHER NON-CURRENT ASSETS Security deposits 478 478 ====== ====== 10 OTHER FINANCIAL ASSETS Other corporations Unlisted shares at cost 1,801 1,801 ------ ------ 1,801 1,801 ====== ====== ORDINARY SHARE CONSOLIDATED ENTITY INTEREST 2002 2003 % % ---- ---- (a) PARTICULARS IN RELATION TO CONTROLLED ENTITIES Name Parent entity RAG Australia Coal Pty Limited Controlled entities Ellensfield Pty Limited 100 100 North Goonyella Coal Properties Pty Limited 100 100 RAG Trading Pacific Pty Limited 100 100 North Goonyella Coal Mines Pty Limited - 100 North Goonyella Coal Mine Management Pty Limited - 100 Burton Coal Pty Limited 100 100 Watonga Pty Limited 100 100 Coal Developments (German Greek) Pty Limited 100 100 Mitterb Pty Limited - 100 F19 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 10 OTHER FINANCIAL ASSETS (CONTINUED) (b) ACQUISITION OF ENTITIES On 16 January 2003, the consolidated entity purchased the remaining 40% in the North Goonyella Joint Venture and 100% of the share capital of North Goonyella Coal Mines Pty Limited. On 1 May 2002, the consolidated entity purchased 100% of the voting shares of RAG Trading Pacific Pty Limited. Details of the acquisitions are as follows: Consolidated ----------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------ ------ ------ Consideration - 591 8,565 Cash acquired - (554) (678) ---- ---- ------- Outflow/(Inflow) of cash - 37 7,887 ==== ==== ======= Fair value of net assets acquired: Property plant and equipment - 115 22,691 Receivables - - 15,827 Inventories - - 1,451 Cash assets - 554 678 Deferred tax assets - - 1,325 Other - - 2,093 Payables - (78) (31,217) Current tax liabilities - - (971) Deferred tax liabilities - - (2,581) Provision for restoration - - (731) ---- ---- ------- Consideration - 591 8,565 ==== ==== ======= (c) DISPOSAL OF ENTITIES On 1 January 2001 the consolidated entity disposed of its 22.83% share in the Capricorn Coal Developments Joint Venture and 33.47% interest in Jena unit trust. F20 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 10 OTHER FINANCIAL ASSETS (CONTINUED) Details of the disposal are as follows (in aggregate): Consolidated ----------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------- ------ ------ Consideration (cash) 101,659 - - Net assets of entities disposed of Cash 472 - - Property plant and equipment 38,709 - - Mining interests 3,398 - - Inventories 4,930 - - Trade and other debtors 6,140 - - Other receivables 843 - - Investments in unit trusts 19,089 - - Unlisted shares at cost 133 - - Trade creditors (8,340) - - Interest bearing liabilities (81) - - Conveyor lease liability (2,728) - - Loan from associated trust (825) - - Provisions (8,985) - - Other 174 - - ------- ------ ------ 52,929 - - ------- ------ ------ Profit on disposal 48,730 - - ======= ====== ====== 11 PROPERTY, PLANT AND EQUIPMENT Consolidated ------------------ 2002 2003 A$'000 A$'000 ------- -------- Mining property, plant and equipment 236,914 299,953 Exploration and/or evaluation phase 17,285 26,235 Longwall set-up and development costs - 17,591 Accumulated depreciation (91,038) (142,155) ------- -------- Total property, plant and equipment Net book value 163,161 201,624 ======= ======== The ultimate recoupment of costs carried forward for exploratory and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas. F21 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Consolidated ----------------- 2002 2003 A$'000 A$'000 ------- ------- 12 PAYABLES CURRENT Trade creditors 42,616 40,050 Other creditors and accruals 10,996 4,368 Loans from controlled entities - - ------- ------- 53,612 44,418 ======= ======= NON-CURRENT Loans from controlled entities - - ======= ======= 13 INTEREST BEARING LIABILITIES CURRENT Unsecured bank loans 16,992 14,972 ======= ======= NON-CURRENT Unsecured bank loans 142,897 97,194 ======= ======= 14 PROVISIONS CURRENT Employee entitlements 293 3,531 Hedge acquisition loss 9,019 - Provision for hedge book losses 4,943 - Provision for land compensation 103 103 Provision for dividend 18,000 - ------- ------- 32,358 3,634 ======= ======= NON-CURRENT Provision for restoration 1,275 2,887 ======= ======= 15 CONTRIBUTED EQUITY ISSUED AND PAID-UP SHARE CAPITAL 1,500 ordinary shares fully paid 15,000 15,000 65,000,000 redeemable preferences shares, fully paid 65,000 65,000 ======= ======= 80,000 80,000 ======= ======= F22 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15 CONTRIBUTED EQUITY (CONTINUED) REDEEMABLE PREFERENCE SHARES Dividends payable in respect of redeemable preference shares are determined by the Board in its absolute discretion. Each redeemable preference share entitles the holder to the same voting rights as ordinary share holders and may be redeemed at any time for the amount paid to the company as determined by a resolution of the directors of RAG Australia Coal Pty Limited. In the event of the winding up of the Company, each redeemable preference shares carries a right in priority to any other class of shares only as to the amount paid to the company on the issue of the redeemable preference share. ORDINARY SHARES Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders' meetings. In the event of winding up of the Company, ordinary shares rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation. 16 RETAINED PROFITS Consolidated -------------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------ ------- ------- Retained profits at beginning of the year 49,992 66,447 127,342 Net profit 16,610 69,919 46,423 Transfer from capital profits - 9,876 Dividends provided/paid (155) (18,900) - ------ ------- ------- Retained profits at the end of the year 66,447 127,342 173,765 ====== ======= ======= F23 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 17 INTERESTS IN JOINT VENTURE OPERATIONS The consolidated entity holds a 95% interest in Burton Coal Joint venture and 100% of the North Goonyella Coal Mine. In the prior year the consolidated entity held a 60% interest in the North Goonyella Joint Venture. The purpose of the Joint Venture operations are to explore, investigate, evaluate, develop and exploit mining leases held in the Burton and North Goonyella regions of Queensland, Australia. Included in the assets and liabilities of the consolidated entity are the following items which represent the consolidated entity's interest in assets and liabilities employed in the joint ventures, recorded in accordance with the accounting policies described in Note 1(b) are: Consolidated ------------------ 2002 2003 A$'000 A$'000 ------- ------- CURRENT ASSETS Cash assets 2,444 5,832 Receivables 3,133 4,217 Inventory 13,972 8,788 Other 3,134 - ------- ------- TOTAL CURRENT ASSETS 22,683 18,837 ------- ------- NON-CURRENT ASSETS Other financial assets 1,801 1,801 Property, plant and equipment 162,663 110,629 Other 235 222 ------- ------- TOTAL NON-CURRENT ASSETS 164,699 112,652 ------- ------- TOTAL ASSETS 187,382 131,489 ======= ======= CURRENT LIABILITIES Payables 49,204 23,876 Provisions 136 78 ------- ------- TOTAL CURRENT LIABILITIES 49,340 23,954 ------- ------- NON-CURRENT LIABILITIES Provisions 1,275 78 ------- ------- TOTAL NON-CURRENT LIABILITIES 1,275 78 ------- ------- TOTAL LIABILITIES 50,615 24,032 ======= ======= Refer to Note 18 for details of commitments and contingent liabilities. F24 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 18 COMMITMENTS AND CONTINGENT LIABILITIES The Burton Coal and North Goonyella Joint Venture managers, on behalf of the Joint Venture partners, pay the levy imposed by the Coal Mining Industry (Long Service Leave) Payroll Levy Act 1992 and expects to be reimbursed in accordance with the Coal Mining Industry (Long Service Leave Funding) Act 1992 for long service leave payments made to eligible employees. The liability for payment of long service to employees and the expected right to reimbursement from the Coal Mining Industry (Long Service Leave) Fund are anticipated to be equal. 19 NOTES TO THE STATEMENTS OF CASH FLOWS (i) RECONCILIATION OF CASH For the purposes of the Statements of cash flows, cash includes cash on hand and at bank and short term deposits at call, net of outstanding bank overdrafts. Cash as at the end of the financial year as shown in the Statements of cash flows is reconciled to the related items in the balance sheets as follows: Consolidated ------------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------- ------- ------- Cash 176,526 227,377 111,337 ======= ======= ======= F25 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 19 NOTES TO THE STATEMENTS OF CASH FLOWS (CONTINUED) Consolidated ------------------------- 2001 2002 2003 A$'000 A$'000 A$'000 ------- ------- ------ (ii) RECONCILIATION OF OPERATING PROFIT/ (LOSS) AFTER INCOME TAX TO NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES Operating profit after income tax 16,610 69,919 46,423 Add/(less) items classified as investing/ financing activities: (Profit)/loss on sale of non-current assets (48,853) (94) 138 Unrealised exchange loss/(gain) 11,022 (11,468) (23,762) Add/(less) non-cash items: Exploration and development costs written off 17,605 - - Property, plant and equipment written off 7,728 - - Amortisation 1,809 521 - Depreciation 44,406 36,820 44,961 Amounts set aside to provisions 26,857 791 4,011 Increase/(decrease) in income taxes payable 2,155 5,486 (32,633) Decrease/(increase) in deferred tax assets/liabilities (1,797) 6,456 22,726 ------- ------- ------- Net cash provided by operating activities before change in assets and liabilities 77,542 108,431 61,864 Change in assets and liabilities adjusted for effects of purchase of controlled entity's and joint venture interests during the financial year: (Increase)/Decrease in receivables (11,102) 8,021 16,337 Decrease in inventories 2,294 1,330 1,045 (Increase) in other assets (3,207) (154) (3,172) Increase/(Decrease) in trade and other creditors 1,428 - - Increase/(Decrease) in payables - 19,275 (40,411) (Decrease) in hedge acquisition loss (9,844) (11,092) (9,019) (Decrease) in hedge receivable - (22,520) (23,570) ------- ------- ------- Net cash provided by operating activities 57,111 103,291 3,074 ======= ======= ======= F26 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 20 DIVIDENDS Dividends recognised by the Company are: Per share Total Amount Percentage $ $ Date of Payment Franked --------- ------------ --------------- ---------- 2003 - - 2002 Final - Ordinary dividend declared and provided December 2002 12,000 18,000,000 18 December 2003 100% 2002 - - 2002 Interim - Ordinary dividend declared and paid 600 900,000 15 May 2002 100% 2001 - - 2000 Final - Ordinary shares 103.135 154,702 9 November 2001 100% 21 EVENTS SUBSEQUENT TO BALANCE DATE There has not arisen in the interval between the end of the financial year and the date of this report, any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES The consolidated financial report is prepared in accordance with accounting principles generally accepted in Australia (Australian GAAP). Certain significant differences exist between Australian GAAP and accounting principles generally accepted in the United States of America (U.S. GAAP). The significant differences between Australian GAAP and U.S. GAAP as they relate to the Company are presented throughout this note. F27 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) The following table includes a statement of financial performance prepared in accordance with Australian GAAP, but presented in a U.S. GAAP format: Consolidated ----------------- 2002 2003 A$000 A$000 ------- ------- NET SALES 369,155 370,131 ------- ------- Costs and expenses: Cost of sales 197,535 237,260 Depreciation and amortisation 36,820 44,961 Selling, marketing and distribution 45,714 54,435 General and administrative 12,980 12,934 Foreign exchange gains (23,589) (46,709) ------- ------- TOTAL COSTS AND EXPENSES 269,460 302,881 ------- ------- OPERATING INCOME 99,695 67,250 ------- ------- Other revenues (1,096) (3,491) Interest expense 12,746 9,852 Interest income (6,802) (5,161) ------- ------- OTHER INCOME AND EXPENSES 4,848 1,200 ------- ------- PROFIT BEFORE INCOME TAXES 94,847 66,050 Income tax expense 24,928 19,627 ------- ------- NET PROFIT 69,919 46,423 ======= ======= F28 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) Consolidated -------------- 2002 2003 Note A$000 A$000 ------ ------ ------ RECONCILIATION OF NET PROFIT TO U.S. GAAP Australian GAAP net profit reported in statement of financial performance 69,919 46,423 Adjustments required to comply with U.S. GAAP: Exploration, evaluation and development costs 22(a) (3,356) (4,214) Deferred costs 22(b) - (7,052) Provision for restoration 22(c) - (706) Depreciation of non-current assets 22(d) 3,858 3,274 Tax effect of U.S. GAAP adjustments (151) 2,609 ------ ------ NET PROFIT UNDER U.S. GAAP 70,270 40,334 ------ ------ STATEMENT OF COMPREHENSIVE INCOME Comprehensive income equals net profit under U.S. GAAP for each of the years ended December 31, 2002 and 2003. F29 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) U.S. GAAP EARNINGS PER SHARE Basic earnings per share is computed by dividing profit available to ordinary shareholders by the weighted average number of ordinary shares outstanding for the reporting period. Under U.S. GAAP, diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary stock were exercised or converted into ordinary stock. The Company has no dilutive shares. SHARES ------------ 2002 2003 ---- ---- Weighted average number of shares on which earnings per share Calculations are based: Basic and diluted 1,500 1,500 ----- ----- 2002 2003 -------------------------- ------------------------ A$ 000'S DOLLARS/SHARE A$ 000'S DOLLARS/SHARE -------- ------------- -------- ------------- EARNINGS PER SHARE: Earnings per ordinary share - basic and diluted Net profit 70,270 46,847 40,334 26,889 -------- ------------- -------- ------------- 2002 2003 NOTE A$'000 A$'000 ----- ------- ------- RECONCILIATION OF SHAREHOLDER'S EQUITY TO U.S. GAAP Australian GAAP shareholder's equity per statement of financial position 207,342 253,765 Cumulative adjustments required to comply with U.S. GAAP: Exploration, evaluation and development costs 22(a) (7,467) (11,681) Deferred costs 22(b) - (7,052) Provision for restoration 22(c) - (706) Depreciation of non-current assets 22(d) 3,858 7,132 Redeemable preference shares 22(e) (65,000) (65,000) Tax effect of U.S. GAAP adjustments 1,082 3,691 ------- ------- SHAREHOLDER'S EQUITY UNDER U.S. GAAP 139,815 180,149 ------- ------- F30 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (a) Exploration, evaluation and development costs Under Australian GAAP, exploration, evaluation and development costs are accumulated in respect of each separate area of interest. Exploration and evaluation costs are deferred where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or, where evaluation and activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Development costs related to an area of interest are deferred to the extent they are expected to be recouped either through sale or successful exploitation of the area of interest. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect to that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent they will not be recoverable in the future. Under U.S. GAAP, exploration and evaluation costs are expensed as incurred. Development costs incurred to develop coal mines or to expand the capacity of operating mines are capitalised. All other development costs are charged to operating costs as incurred. (b) Deferred costs Under Australian GAAP, all costs incurred in relation to setting up existing longwall equipment is deferred and amortised on a unit of production basis over the relevant longwall panel. These costs include surveying prospective panels and physically moving the longwall equipment. Under U.S. GAAP, such costs are expensed as incurred, unless they relate to the initial set-up of new longwall equipment. RAG have not incurred any costs associated with set-up of new longwall equipment in respect of the two years ended December 31, 2003. F31 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (c) Provision for restoration Under Australian GAAP, provisions are recorded for mine site rehabilitation on an incremental basis during the course of mine life. Provisions, which are determined on an undiscounted basis, include the following costs: reclamation, plant closure, waste site closure and monitoring activities. These costs have been determined on the basis of current costs, current legal requirements and current technology. Changes in estimates are dealt with on a prospective basis. Significant uncertainty exists as to the amount of restoration obligations which will be incurred due to the following factors: (a) uncertainty as to the remaining life of existing sites; and (b) the impact of changes in environmental legislation. Assumptions are made as to the remaining life of existing sites based on studies conducted by independent technical advisors. Such studies are conducted at least once in each three-year period. This policy was consistent in most major respects with the requirements under U.S. GAAP until June 2001 when the Financial Accounting Standards Board (FASB) issued SFAS No. 143 "Accounting for Asset Retirement Obligations" (SFAS No. 143). SFAS No. 143 requires an enterprise to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from the acquisition, construction, development or normal use of the assets. The enterprise should also record a corresponding increase to the carrying amount of the related long-lived asset (i.e., the associated asset retirement costs) and depreciate that cost over the life of the asset. The liability is adjusted each period to reflect the passage of time (i.e., accretion expense) and changes in the estimated future cash flows underlying the initial fair value measurement. Because of the extensive use of estimates, many enterprises will record a gain or loss when they settle the obligation. This Statement is effective for fiscal years beginning after June 15, 2002 (effective January 1, 2003 for RAG Australia Coal). On initial adoption of SFAS No. 143, RAG Australia Coal recorded a cumulative loss of $2,265,000, net of increased depreciation and accretion expenses, increased the carrying amount of mining property and equipment by $5,637,000 and increased the provision for restoration by $7,902,000. In accordance with U.S. GAAP for the year ended December 31, 2003, RAG Australia Coal recorded depreciation and accretion charges associated with restoration provisions of $656,000 and $1,095,000 compared to the $3,310,000 expense recorded under Australian GAAP. Under Australian GAAP, a component of the restoration provisions is recorded against accumulated depreciation. Under U.S. GAAP, this provision would be reclassified into non-current liabilities. No adjustment to equity would result from this reclassification. F32 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (d) Depreciation of non-current assets Under Australian GAAP, items of property, plant and equipment, including mining equipment under lease are depreciated using the straight-line method over their estimated useful lives. This takes into account production output so as to write-off the net cost of each asset over the shorter of its expected useful life or the production life of the mine at which the asset is sited. This is consistent in most major respects with U.S. GAAP. Under Australian GAAP, deferred exploration, evaluation and development costs are capitalised (refer Note 22 (a)) and depreciated on a units of production basis over the life of the economically recoverable reserves from the point at which production commences. Under U.S. GAAP, these costs are expensed as incurred. Accordingly, the annual depreciation charge recorded under Australian GAAP is reduced for U.S. GAAP to the extent that the underlying assets are written-off in Note 22 (a). (e) Redeemable preference shares As disclosed in Note 15 of the Consolidated Financial Statements each redeemable preference share entitles the holder to the same voting rights as ordinary share holders and may be redeemed at any time for the amount paid to the Company as determined by a resolution of the directors of RAG Australia Coal Pty Limited. In the event of the winding up of the Company, each redeemable preference share carries a right in priority to any other class of shares only as to the amount paid to the Company on the issue of the redeemable preference share. Dividends payable in respect of redeemable preference shares are determined by the Board in its absolute discretion. Under Australian GAAP these shares are classified as contributed equity. For U.S. GAAP purposes, this amount has been reclassified to debt in the statement of financial position on the basis that the shares are redeemable in cash only and cannot be converted to ordinary shares under any circumstance and carry preferential rights on winding-up. F33 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (f) Deferred income taxes Deferred income taxes are accounted for under the liability method for Australian GAAP purposes, which is equivalent in most major respects to U.S. Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under U.S. GAAP, all deferred tax assets and liabilities are required to be recognised on the Statement of Financial Position, and a valuation allowance recorded against any deferred tax assets to the extent it is not 'more likely than not' that they will be realised. Under Australian GAAP, deferred tax assets related to temporary differences are brought to account when it is assured 'beyond a reasonable doubt' and tax losses carried forward must past a 'virtually certain' threshold. The definition of 'more likely than not' is a level of likelihood that is more than 50 percent, which is considered a lesser recognition threshold than the 'virtually certain' criterion. Deferred tax assets of $2,296,000 carried forward have been recognized for U.S. GAAP purposes the year ended December 31, 2003, which have not been recognized for Australian GAAP. As a full valuation allowance would be recorded against these assets for U.S. GAAP purposes as the realization of the deferred tax assets is not considered more likely than not. Under Australian GAAP, deferred taxes are not recorded on the fair value of intangible assets and property, plant and equipment acquired through a business combination. Under U.S. GAAP, deferred tax assets and liabilities are recognized on acquisition, based on the difference between the fair value and tax value of assets acquired and liabilities assumed. The recognition of deferred tax assets and liabilities on acquisition is adjusted against the carrying value of goodwill recognized on acquisition. This differing accounting treatment did not give rise to any equity or income adjustments for the consolidated entity during the two years ended December 31, 2003. (g) Acquired mineral tenements Under Australian GAAP, the cost of mining rights and reserves acquired under a business combination or asset purchase are capitalised as 'exploration, evaluation and development expenditure' and amortised on a units of production basis. Under U.S. GAAP, these costs would be classified as either 'Land and Coal Interests' or "Leased Coal Interests' (i.e., other intangible asset) and amortised on a consistent basis with Australian GAAP. This reclassification does not impact either shareholder's equity or the Statement of Financial Performance. The potential impairment of these assets has been considered in accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and no adjustment has been recorded against the carrying value of these assets to comply with U.S. GAAP. F34 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (h) Sale of non-current assets Under Australian GAAP, proceeds from the sale of non-current assets are recorded as other revenues from ordinary activities and the basis of the assets sold is included in expenses. Under U.S. GAAP, the difference between the sales proceeds and the cost basis of the assets sold is presented as a net gain or loss and included in the determination of operating income. (i) Recently issued U.S. accounting pronouncements In June 2001 the FASB issued Statement No. 141, "Business Combinations", and Statement No. 142, "Goodwill and Intangible Assets". Statement No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001 and also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. Statement No. 142 will require that goodwill no longer be amortized, but instead tested for impairment at least annually. Statement No. 142 will also require recognized intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (Statement No. 144.) Any recognized intangible asset determined to have an indefinite useful life will not be amortized, but instead tested for impairment in accordance with Statement No. 142 until its life is determined to no longer be indefinite. The provisions of Statement No. 141 are applicable to all business combinations accounted for by the purchase method for which the date of acquisition is July 1, 2001, or later. The Company is required to adopt the provisions of Statement No. 142 on January 1, 2002. Retroactive application of Statements No. 141 and No. 142 is not permitted. However, any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a business combination completed after June 30, 2001 will not be amortized. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized until June 30, 2002. The adoption of Statement No. 141 did not have a material impact on the Company's consolidated financial statements under U.S. GAAP. The Company implemented Statement No. 142 on January 1, 2002. The Company determined that the value of acquired mineral tenements was not impaired as of January 1, 2002 or subsequently. F35 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (i) Recently issued U.S. accounting pronouncements (continued) In August 2001 the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Statement No. 144 addresses financial accounting and reporting for the impairment of long lived assets and will supersede (a) Statement of Financial Accounting Standards No. 121 with respect to the accounting for the impairment or disposal of long lived assets and (b) Accounting Principles Board Opinion No. 30 (APB Opinion No. 30) for the disposal of a segment of a business. Statement No. 144 retains the requirements of Statement No. 121 to (a) recognize an impairment loss if the carrying amount of a long lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. Statement No. 144 also requires that a long lived asset to be abandoned, exchanged for a similar productive asset, or distributed to owners in a spin off be considered held and used until the asset is disposed of, exchanged or distributed. Statement No. 144 retains the basic provisions of APB Opinion No. 30 for the presentation of discontinued operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity. A component of an entity that is classified as held for sale or that has been disposed of is presented as a discontinued operations if the operations and cash flows of the component will be (or have been) eliminated from the ongoing operations of the entity and the entity will not have any significant continuing involvement in the operations of the component. In addition, discontinued operations are no longer measured on a net realizable value basis, and future operating losses are no longer recognized before they occur. The Company implemented Statement No. 144 on January 1, 2002. This statement did not have a material impact on the Company's results or financial position on the date of adoption. In April 2002 the FASB issued Statement of Financial Accounting Standards No.145, "Rescission of FASB Statements No.4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." As a result of the rescission of Statement No.4, the loss on extinguishment of debt recognized in the year ended June 30, 2002 is no longer presented as an extraordinary item upon the adoption of Statement No.145, which is effective from July 1, 2002. In July 2002 the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Statement No. 146 is based on the general principle that a liability for a cost associated with an exit or disposal activity should be recorded when it is incurred and initially measured at fair value. Statement No. 146 applies to costs associated with (1) an exit activity that does not involve an entity newly acquired in a business combination, or (2) a disposal activity within the scope of Statement No. 144. These costs include certain termination benefits, costs to terminate a contract that is not a capital lease, and other associated costs to consolidate facilities or relocate employees. This statement did not have a material impact on the Company's consolidated results or financial position on the date of adoption. F36 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (i) Recently issued U.S. accounting pronouncements (continued) In October 2002, the FASB issued Statement of Financial Accounting Standards No. 147, "Acquisitions of Certain Financial Institutions." The adoption of Statement No. 147 did not have a material impact on the Company's results or financial position under U.S. GAAP. In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure an amendment of Statement No. 123." This Statement amends Statement No. 123, "Accounting for Stock Based Compensation," to provide alternative methods of voluntarily transitioning to the fair value-based method of accounting for stock-based employee compensation. Statement No. 148 also amends the disclosure requirements of Statement No. 123 to require more prominent disclosure of the method used to account for stock-based employee compensation and the effect of the method on reported results in both annual and interim Financial statements. The disclosure provisions are effective for the Company from January 1, 2002. The adoption of Statement No. 148 did not have a material impact on the Company's consolidated results or financial position under U.S. GAAP. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. This Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of this Interpretation are applicable to guarantees issued or modified after December 31, 2002 and have not had a material effect on the Company's financial statements. The adoption of this interpretation has not resulted in any additional disclosure as the Company has not provided any guarantees of indebtedness to others. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities." This Interpretation requires the consolidation of entities that cannot finance their activities without the support of other parties and that lack certain characteristics of a controlling interest, such as the ability to make decisions about the entity's activities via voting rights or similar rights. In October 2003, the FASB postponed the applicability of Interpretation 4b to many variable interest entities. This Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For companies with a variable interest in a variable interest entity created before February 1, 2003, this Interpretation, as amended, applies no later than the beginning of the first interim or annual reporting period ending after December 15, 2003. This Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective. This Interpretation did not have a material impact on the Company's consolidated results or financial position on the date of adoption. F37 RAG AUSTRALIA COAL PTY LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22 UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES DISCLOSURES (CONTINUED) (i) Recently issued U.S. accounting pronouncements (continued) In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities." This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement requires contracts with comparable characteristics be accounted for similarly. In particular, this Statement clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in Statement No. 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. Statement No. 149 amends certain other existing pronouncements. This Statement is effective for contracts entered into or modified after June 30, 2003, except for hedging relationship designated after June 30, 2003. The provisions of this Statement that relate to Statement No. 133 implementation issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to existing contracts as well as new contracts entered into after June 30, 2003. The adoption of Statement No. 149 did not have a material impact on the Company's consolidated results or financial position under U.S. GAAP. In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This statement requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments (presently classified as equity) that embody obligations for the issuer. Generally, this statement is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. We do not expect the adoption of this standard to have a material impact on the Company's consolidated results or financial position under U.S. GAAP. F38