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Anglo American PLC — Audit Report / Information 2012
Dec 31, 2012
4786_er_2012-12-31_f821ed3e-d15d-47e0-9ec0-a0f3f04e4283.pdf
Audit Report / Information
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Company Registration No. 04658814
Anglo American Capital pic
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Report and Financial Statements 31 December 2012
Report and financial statements 2012
| Contents | Page |
|---|---|
| Officers and professional advisers | 1 |
| Directors' report | $2 - 3$ |
| Directors' responsibilities statement | 4 |
| Independent auditor's report | $5-6$ |
| Profit and loss account | 7 |
| Balance sheet | 8 |
| Notes to the accounts | $9 - 24$ |
$\bar{z}$
$\hat{\mathbf{v}}$
Report and financial statements 2012
Officers and professional advisers
Directors
$\bar{1}$
$\Delta$
A W Hodges N Jordan R Médori D Smailes K R Tucker
Secretaries
A W Hodges N Jordan
Registered office
20 Carlton House Terrace London SW1Y 5AN
Bankers
Barclays Bank PLC 1 Churchill Place London E14 5HP
Auditors
Deloitte LLP Chartered Accountants London
Directors' report
The directors present their annual report on the affairs of the Company, together with the financial statements and auditor's report for the year ended 31 December 2012.
Business review and principal activities
Anglo American Capital plc ("the Company") is a wholly owned subsidiary of Anglo American plc ("the Group").
The Company is a finance company participating in the finance arrangements of the Anglo American group of companies. There have not been any significant changes in the Company's principal activities during the year and the directors do not envisage any significant changes in the Company's activities in the foreseeable future.
As shown in the Company's profit and loss account on page 7, the Company's net interest income decreased by \$192 million primarily due to increased interest payable to group companies and the fair value loss on derivatives. This has resulted in profit after tax decreasing from \$720 million to \$523 million.
The Group's finance costs are discussed in the Group's Annual Report, which includes this Company. The Company's directors believe that further key performance indicators for the Company are not necessary or appropriate for an understanding of the development, performance or position of the business.
Principal risks and uncertainties
The principal risks to the Company's business are changes in interest rates and movements in foreign exchange rates. An explanation of these risks and how they are managed is referred to in notes 1 and 7 on pages 9-11 and 17-19 respectively.
The Company is also exposed to intercompany credit risk. Group risks are discussed in the Group's Annual Report, which does not form part of this Report.
Results and dividends
The profit after taxation for the year is \$523 million (2011:\$720 million). A dividend of \$500 million was paid to the ordinary shareholder on 27 June 2012 (2011: \$500 million).
Directors
The following served as directors throughout the year to the present:
A W Hodges N Jordan R Médori D Smailes KR Tucker
Going concern
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Further details regarding the adoption of the going concern basis can be found in the statement of accounting policies in the financial statements.
Directors' report (continued)
Charitable donations
The Company made no donations to charitable organisations during 2012 (2011: \$Nil).
Auditors
Each of the persons who is a director at the date of approval of this report confirms that:
- 1) so far as they are aware, there is no relevant audit information of which the Company's auditors are unaware; and
- 2) they have taken all steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP has expressed their willingness to continue in office as auditors and a resolution to appoint them will be proposed at the forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
A W Hodges Director 6 March 2013
Directors' responsibilities statement
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently; $\bullet$
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any $\bullet$ material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent auditor's report to the members of Anglo American Capital plc
We have audited the financial statements of Anglo American Capital plc for the year ended 31 December 2012 which comprise the Profit and Loss Account, the Balance Sheet, and the related notes 1 to 16. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
- give a true and fair view of the state of the Company's affairs as at 31 December 2012 and of its profit for the year then ended;
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Independent auditor's report to the members of Anglo American Capital plc
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have $\bullet$ not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or $\bullet$
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit. $\bullet$
Manbhinder Rana F.C.A (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, UK
6 March 2013
÷,
$\sim$
Profit and loss account For the year ended 31 December 2012
| US\$ '000 | Note | 2012 | 2011 |
|---|---|---|---|
| Administrative expenses | 3 | (4, 511) | (4, 774) |
| Operating loss | (4,511) | (4,774) | |
| Interest receivable and similar income | 4 | 1,312,651 | 1,253,446 |
| Interest payable and similar charges | 4 | (767,521) | (516,445) |
| Profit on ordinary activities before taxation | 540,619 | 732,227 | |
| Tax charge on profit on ordinary activities | 5 | (17, 939) | (11, 910) |
| Profit on ordinary activities after taxation and retained profit for the financial year |
522,680 | 720,317 |
All results derive from continuing operations.
There are no recognised gains and losses for the year other than the profit shown above and
therefore no separate statement of total recognised gains and losses has been presented.
Balance sheet
31 December 2012
| US\$ '000 | Note | 2012 | 2011 |
|---|---|---|---|
| Non-current assets | |||
| Other financial assets (derivatives) | 7 | 723,706 | 515,234 |
| 723,706 | 515,234 | ||
| Current assets | |||
| Debtors - due within one year | 8 | 33,947,250 | 26,428,262 |
| Investments | 9 | 4,377,597 | 6,552,249 |
| Other financial assets due within one year | 7 | 21,037 | 48,960 |
| Creditors: amounts falling due within one year | 38,345,884 | 33,029,471 | |
| Short-term borrowings | |||
| Other creditors | 6 6 |
(26,020,550) | (24,063,485) |
| Other financial liabilities (derivatives) | 6,7 | (248, 610) | (152, 882) |
| (179, 915) | (7, 943) | ||
| Net current assets | (26,449,075) | (24, 224, 310) | |
| Total assets less current liabilities | 11,896,809 12,620,515 |
8,805,161 | |
| 9,320,395 | |||
| Creditors: amounts falling due after more than | |||
| one year | |||
| Medium and long-term borrowings | 6 | (11,010,524) | (7,575,369) |
| Other financial liabilities (derivatives) | 6,7 | (592, 268) | (749, 983) |
| Preference shares | 6,10 | (79) | (79) |
| (11,602,871) | (8,325,431) | ||
| Net assets | 1,017,644 | 994,964 | |
| Capital and reserves | |||
| Called-up share capital | 11 | 1 | |
| Share premium account | 12 | 20,000 | |
| Capital contribution | 14 | 1,000 | 20,000 |
| Profit and loss account | 12 | 996,643 | 1,000 |
| Total shareholders' funds | $\overline{13}$ | 1,017,644 | 973,963 |
| 994,964 |
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The financial statements of Anglo American Capital plc were approved by the board of directors and
authorised for issue on 6 March 2013. They were signed on its behalf by:
A W-Hodges Director
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Company Registration No. 04658814
Notes to the accounts Year ended 31 December 2012
$\mathbf{1}$ Accounting policies
The financial statements have been prepared in accordance with applicable United Kingdom law and Accounting Standards (UK GAAP). The financial information has been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments. The particular accounting policies adopted have been applied consistently throughout the current and prior year.
Going concern
The financial statements have been prepared on a going concern basis. The Company's ability to continue as a going concern is assessed in conjunction with the Group, as its viability is dependent on the ability of other group companies to settle their intercompany balances with the Company. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate within the level of its current facilities for the foreseeable future. The directors of the Company are satisfied after appropriate consultation with the directors of Anglo American plc that the Group has adequate resources to continue in operational existence for foreseeable future.
Preference shares
Under FRS 25 "Financial Instruments: Presentation", where the terms of issuance require the issuer to redeem preference shares for a fixed or determinable amount at a fixed or determinable future date, or where the holder has the option of redemption, these shares are classified as liabilities and the dividends paid on these shares classified as a finance cost. When preference shares are nonredeemable, the appropriate classification is determined by the other rights that attach to them which are not at the discretion of the directors. The Company's preference shares entitle the holders to a fixed cumulative dividend of 3% per annum and these shares are, therefore, considered financial liabilities.
Foreign currency
Foreign currency transactions during the year have been translated and included in the financial statements at the rates of exchange prevailing at the time those transactions were executed. Monetary assets and liabilities denominated in foreign currencies have been translated at the rates of exchange prevailing at the balance sheet date. Profits and losses arising on foreign currency transactions and balances are recognised in the profit and loss account.
Taxation
Current tax, including UK Corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. Deferred tax assets are recognised to the extent that they are regarded, as more likely than not, to be recovered. Deferred tax assets and liabilities are not discounted.
Notes to the accounts Year ended 31 December 2012
$\mathbf{1}$ Accounting policies (continued)
Derivative financial instruments and hedge accounting
In order to manage its exposure to foreign exchange and interest rate risks, the Company enters into foreign exchange forward, interest rate, and cross currency interest rate swap contracts. Net income or expense associated with interest rate swap agreements is recognised on an accruals basis over the life of the swap agreements as a component of interest.
All derivatives are held at fair value on the balance sheet within other financial assets (derivatives) or other financial liabilities (derivatives) and, are classified as current or non-current depending on the maturity of the derivative.
For an effective hedge of an exposure to changes in fair value, the hedged item is adjusted for changes in the fair value attributable to the risk being hedged with the corresponding entry in the profit and loss account. Gains or losses from revaluing the associated derivative are also recognised in the profit and loss account, resulting in an offset.
Where, during the life of the hedge relationship the hedge becomes ineffective, hedge accounting is discontinued and the future fair value changes on the hedge instrument are recorded in the profit and loss account but are no longer offset with the fair value changes of the underlying hedged item.
Changes in fair value of any derivative instruments that are not hedge accounted are recognised immediately in the profit and loss account and are classified within net finance costs.
Segmental Analysis
The Company operates in one geographical region, being the UK and has therefore not performed an analysis of results by geographical region or operating income.
Bank borrowings
Interest bearing bank loans and overdrafts are recorded net of direct transaction costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis and charged to the profit and loss account using the effective interest method. They are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
Cash flows
As the Company is a wholly owned subsidiary of Anglo American plc ("parent undertaking"), the cash flows of the Company are included in the consolidated cash flow statement of its parent undertaking. Consequently the Company is exempt, under the provisions of Financial Reporting Standard 1 (Revised 1996) - "Cash flow statements", from publishing a separate cash flow statement.
l.
÷.
Notes to the accounts Year ended 31 December 2012
$\mathbf{1}$ Accounting policies (continued)
Investments
Investments comprise short term, highly liquid investments in liquidity funds and US Treasury funds that are readily convertible to a known amount of cash and that are subject to an insignificant risk of changes in value.
l,
Reporting currency
As permitted by UK Company law, the Company reports in US dollars, the currency in which most of its business is conducted.
$2.$ Information regarding directors and employees
The Company has no employees (2011: Nil). The directors received no remuneration in respect of their services to the Company (2011: \$Nil).
Notes to the accounts Year ended 31 December 2012
$3.$ Operating loss
4.
Operating loss is stated after charging:
| US\$ '000 | 2012 | 2011 |
|---|---|---|
| Auditor's remuneration for audit of Anglo American | ||
| Capital plc | 16 | 15 |
| Anglo American Services (UK) Ltd management fees | 4,495 | 4,759 |
| 4,511 | 4,774 | |
| Net finance costs | ||
| US\$ '000 | 2012 | 2011 |
| Interest receivable and similar income | ||
| Interest income | 9,545 | 2,275 |
| Interest receivable from group companies: | 1,303,106 | 1,184,755 |
| Fair value gains on derivatives | 66,416 | |
| Interest receivable and similar income | 1,312,651 | 1,253,446 |
| Interest payable and similar charges | ||
| Bank loans and overdrafts | (348, 304) | (286, 828) |
| Interest payable to group companies | ||
| Anglo American plc | (66, 157) | (148, 647) |
| Other group companies | (215,008) | (62, 473) |
| Foreign Exchange Losses | (33, 599) | (18, 497) |
| Fair value losses on derivatives | (104, 453) | |
| Interest payable and similar charges | (767, 521) | (516, 445) |
| Net finance income | 545,130 | 737,001 |
Fair value gains and losses on derivatives, presented above, include the mark-to-market value of changes of interest rate derivatives and currency derivatives designated as fair value hedges, net of fair value changes in the associated hedged risk.
Notes to the accounts Year ended 31 December 2012
5(a). Tax charge on profit on ordinary activities
| US\$ '000 | 2012 | 2011 |
|---|---|---|
| Current tax | ||
| UK corporation tax on profits for the year (24.5% $(2011:26.5\%)$ |
(17,939) | (11,910) |
| Double tax relief | 17.939 | 11,910 |
| Overseas tax - Withholding tax | (17,939) | (11,910) |
| Total tax on profit on ordinary activities | (17, 939) | (11,910) |
5(b). Factors affecting tax charge for year
| US\$ '000 | 2012 | 2011 |
|---|---|---|
| Profit on ordinary activities before tax | 540,619 | 732,227 |
| Estimated amount of tax on ordinary activities (calculated at standard rate of corporation tax in the UK of 24.5% (2011: 26.5%)) Expenses not deductible for tax purposes |
132,452 68 |
194,040 |
| Interest on preference shares | 1 | |
| Group relief received for nil consideration | (114, 582) | (182, 131) |
| Current tax charge for the year | 17,939 | 11,910 |
Financial liabilities 6.
In 2012, the Company issued: a €750 million seven year 2.75% bond, a €750 million six year 2.5% bond and a €750 million ten year 3.5% bond under the existing Euro Medium Term Note programme. In addition, the Company issued: a \$600 million five year 2.625% bond; a \$750 million five year 2.625% bond and a \$600 million ten year 4.125% bond.
All notes are quaranteed by Anglo American plc. Any bonds issued in currencies other than US Dollar are hedged to US Dollar, and any fixed interest rates are swapped to result in floating interest rates being paid. Hedge accounting is undertaken for all outstanding US Dollar, Euro and Sterling bonds and the related interest rate swaps.
Notes to the accounts Year ended 31 December 2012
6. Financial Liabilities (continued)
Fair values of financial liabilities
The carrying value and fair value of financial liabilities are as follows:
| 2012 | 2011 | |||
|---|---|---|---|---|
| US\$ '000 | Fair values | Carrying Values |
Fair values | Carrying Values |
| Other creditors (interest accruals) | 248,610 | 248,610 | 152,882 | 152,882 |
| Other financial liabilities (derivatives) |
772,183 | 772,183 | 757,926 | 757,926 |
| Current external borrowings | 1,920,169 | 1,908,960 | 256,122 | 256,122 |
| Current borrowings from group companies (excluding AA plc) |
9,493,725 | 9,493,725 | 10,517,061 | 10,517,061 |
| Anglo American plc | 14,617,865 | 14,617,865 | 13,290,302 | 13,290,302 |
| Preference shares | 79 | 79 | 79 | 79 |
| Non-current external borrowings | 11,312,634 | 11,010,524 | 8,372,577 | 7,575,369 |
| Total financial liabilities | 38,365,265 | 38,051,946 | 33,346,949 | 32.549.741 |
Fair value is determined by reference to quoted market prices for similar issues, where applicable; in all other cases, the directors consider that the carrying value is a good approximation to fair value.
In accordance with FRS 25 "Financial Instruments: Presentation" and FRS 26 "Financial Instruments: Recognition and Measurement", the borrowings are presented on an unhedged basis. The fair value of associated derivatives is recorded separately within 'Other financial assets' and 'Other financial liabilities' (see note 7).
In accordance with exemptions under FRS 29 'Financial Instruments: Disclosures', the Company has not presented the financial instruments disclosures required by the standard, as disclosures which are equivalent to the standard are included in the Group's consolidated financial statements. Therefore this exempts the Company from this disclosure in this report.
Notes to the accounts Year ended 31 December 2012
6. Financial Liabilities (continued)
Maturity profile
All liabilities are unsecured. The maturity profile of the Company's borrowings at 31 December 2012 was as follows.
| US\$ '000 | Within 1 year or on demand |
Between 1-2 years |
Between 2-5 years |
After 5 vears |
Total |
|---|---|---|---|---|---|
| At 31 December 2012 | |||||
| Bank loans and overdrafts | 148,048 | ÷ | - | 148,048 | |
| Bond issues | 1,760,912 | 1,278,673 | 3,866,021 | 5,865,830 | 12,771,436 |
| Preference shares | ٠ | ۰ | 79 | 79 | |
| Borrowings from group Companies |
24,111,590 | - | $\qquad \qquad \blacksquare$ | ¥ | 24, 111, 590 |
| Total borrowings (excluding hedges) |
26,020,550 | 1,278,673 | 3,866,021 | 5,865,909 | 37,031,153 |
| US\$ '000 | Within 1 year or on demand |
Between 1-2 years |
Between 2-5 years |
After 5 vears |
Total |
|---|---|---|---|---|---|
| At 31 December 2011 | |||||
| Bank loans and overdrafts | 93,211 | Ξ | ۳ | 93,211 | |
| Bond issues | 162,911 | 1,747,125 | 3,720,860 | 2,107,385 | 7,738,281 |
| Preference shares | ٠ | ٠ | 79 | 79 | |
| Borrowings from group Companies |
23,807,363 | ٠ | ٠ | $\overline{\phantom{a}}$ | 23,807,363 |
| Total borrowings (excluding hedges) |
24,063,485 | 1,747,125 | 3,720,860 | 2,107,464 | 31,638,934 |
The effect of derivatives used to hedge interest and currency risk is as follows:
| US\$ '000 | Within 1 year or on demand |
Between 1-2 years |
Between 2-5 years |
After 5 years |
Total |
|---|---|---|---|---|---|
| At 31 December 2012 | |||||
| Total borrowings (1) | 1,908,960 | 1,278,673 | 3,866,021 | 5,865,909 | 12,919,563 |
| Interest rate swaps | (19, 401) | (28,087) | (226, 258) | (404, 738) | (678, 484) |
| Currency derivatives | 123,833 | ÷. | 406,779 | 120,866 | 651,478 |
| Total hedged borrowings | 2,013,392 | 1,250,586 | 4,046,542 | 5,582,037 | 12,892,557 |
Notes to the accounts Year ended 31 December 2012
Financial Liabilities (continued) 6.
| US\$ '000 | Within 1 year or on demand |
Between 1-2 years |
Between 2-5 years |
After 5 years |
Total |
|---|---|---|---|---|---|
| At 31 December 2011 | |||||
| Total borrowings (1) | 256,122 | 1,747,125 | 3,720,860 | 2,107,464 | 7,831,571 |
| Interest rate swaps | $\overline{\phantom{a}}$ | (24, 221) | (221, 766) | (269, 247) | (515, 234) |
| Currency derivatives | (3,829) | 133, 131 | 420,612 | 196,240 | 746,154 |
| Total hedged borrowings | 252,293 | 1,856,035 | 3,919,706 | 2,034,457 | 8,062,491 |
Currency and interest rate profile
The exposure of the Company to interest rate and currency risk with respect to financial liabilities is as follows:
| US\$ '000 | Total | Floating rate borrowings |
Fixed rate borrowings |
Effective interest rate % |
Weighted average for which rate is fixed in years |
|---|---|---|---|---|---|
| At 31 December 2012 | |||||
| US\$ | 5,543,550 | 148,048 | 5,395,502 | 5.58 | 4.39 |
| Sterling | 784,733 | 784,733 | 6.88 | 5.34 | |
| Euro | 6,591,280 | 6,591,280 | 3.82 | 4.61 | |
| Other currencies | |||||
| Gross borrowings (excluding hedges) |
12,919,563 | 148,048 | 12,771,515 | 4.75 | 4.56 |
| Impact of Interest Rate Swaps |
$\overline{\phantom{a}}$ | 12,771,515 | (12, 771, 515) | ||
| Gross borrowings (after hedges) |
12,919,563 | 12,919,563 | ۰ | ||
| Derivatives | 772,183 | ||||
| Total financial liabilities (1) |
13,691,746 |
(1) Excludes other creditors and amounts payable to group companies
J.
Notes to the accounts Year ended 31 December 2012
Financial Liabilities (continued) 6.
| US\$ '000 | Total | Floating rate borrowings |
Fixed rate borrowings |
Effective interest rate % |
Weighted average for which rate is fixed in years |
|---|---|---|---|---|---|
| At 31 December 2011 | |||||
| US\$ | 3,651,757 | 243,203 | 3,408,554 | 7.01 | 4.39 |
| Sterling | 740,347 | 740,347 | 6.88 | 6.34 | |
| Euro | 3,426,547 | ۰ | 3,426,547 | 4.95 | 3.34 |
| Other currencies | 12,920 | 12,920 | $\overline{\phantom{0}}$ | ||
| Gross borrowings (excluding hedges) |
7,831,571 | 256,123 | 7,575,448 | 6.07 | 4.10 |
| Impact of Interest Rate Swaps |
7,575,448 | (7, 575, 448) | |||
| Gross borrowings (after hedges) |
7,831,571 | 7,831,571 | |||
| Derivatives | 757,926 | ||||
| Total financial liabilities (1) |
8,589,497 |
(1) Excludes other creditors and amounts payable to group companies
Undrawn committed borrowing facilities
The Company is a borrower under a \$3.5 billion facility due to mature in July 2015. As at 31 December 2012 there were no outstanding amounts drawn under this facility (2011: \$Nil).
7. Other financial assets/liabilities
In accordance with FRS 25 and 26, the fair values of all derivatives and financial assets and liabilities designated as fair value through P&L are separately recorded on the balance sheet within 'Other financial assets' and 'Other financial liabilities'. Derivatives are classified as current or noncurrent depending on their maturity. Derivatives are only used to hedge fluctuations in foreign exchange rates and interest rates. They are not used for speculative purposes.
Foreign exchange risk
The Company uses currency swaps to limit the effects of movements in exchange rates on foreign currency denominated assets and liabilities.
Notes to the accounts Year ended 31 December 2012
7. Other financial assets/liabilities (continued)
Interest rate risk
The Company uses interest rate swap contracts to manage its exposure to interest rate movements on a portion of its existing debt.
Liquidity risk
The Company ensures that there are sufficient committed loan facilities in order to meet short term business requirements, after taking into account cash flows from operations and its holdings of cash and cash equivalents, as well as any distribution restrictions that exist.
Fair value hedges
The Company policy is to borrow funds at floating rates of interest. The Company uses interest rate swaps to manage its exposure to interest rate movements and the majority are designated as fair value hedges. The respective carrying values of the hedged debt are adjusted to reflect the fair value of the interest rate risk being hedged. Subsequent changes in the fair value of the hedged risk are offset against fair value changes in the interest rate swap and classified within financing costs in the profit and loss account.
Non-hedge transactions
Where the Company has chosen not to designate derivatives as hedges, fair value changes are recognised through the profit and loss account and are classified within finance costs.
The fair values of the open derivative positions as at 31 December 2012 are as follows:
| US\$ '000 | Asset | Liability |
|---|---|---|
| Current | ||
| Fair value hedge | ||
| Interest rate swaps | 19,401 | |
| Non hedge | ||
| Cross currency swaps | (123, 833) | |
| Foreign currency forwards | 1,595 | (56, 041) |
| Commodity forwards | 41 | (41) |
| Total current derivatives | 21,037 | (179, 915) |
| Non current | ||
| Fair value hedge | ||
| Interest rate swaps | 665,386 | (6, 303) |
| Non hedge | ||
| Cross currency swaps | 58,320 | (585, 965) |
| Total non-current derivatives | 723,706 | (592,268) |
8.
Notes to the accounts Year ended 31 December 2012
7. Other financial assets/liabilities (continued)
Other group companies
Interest receivable
The fair values of the open derivative positions as at 31 December 2011 were as follows:
| US\$ '000 | Asset | Liability |
|---|---|---|
| Current | ||
| Non hedge | ||
| Cross currency swaps | 3,829 | |
| Foreign currency forwards | 40,969 | (3,781) |
| Commodity forwards | 4,162 | (4, 162) |
| Total current derivatives | 48,960 | (7, 943) |
| Non current | ||
| Fair value hedge | ||
| Interest rate swaps | 515,234 | |
| Non hedge | ||
| Cross currency swaps | (749, 983) | |
| Total non current derivatives | 515,234 | (749, 983) |
| Debtors | ||
| US\$ '000 | 2012 | 2011 |
| Amounts due from fellow group undertakings: | ||
| Anglo American plc | 6,068 | 5,686 |
| Other group companies | 33,773,543 | 26,317,822 |
167,639
33,947,250
104,754
26,428,262
Notes to the accounts Year ended 31 December 2012
9. Financial assets
The carrying amount and fair values of financial assets are as follows:
| 2012 | 2011 | |||
|---|---|---|---|---|
| US\$ '000 | Estimated fair value |
Carrying value |
Estimated fair value |
Carrying value |
| Debtors | 33,947,250 | 33,947,250 | 26,428,262 | 26,428,262 |
| Investments | 4,377,597 | 4,377,597 | 6,552,249 | 6,552,249 |
| Other financial assets (derivatives) | 744,743 | 744,743 | 564,194 | 564,194 |
| Total financial assets | 39,069,590 | 39,069,590 | 33,544,705 | 33,544,705 |
Currency and interest rate profile
The exposure of the Company to interest rate and currency risk is in respect of financial assets as follows:
Floating rate financial assets
| Total | Total | |
|---|---|---|
| US\$ '000 | 2012 | 2011 |
| US\$ | 4,366,877 | 6,496,619 |
| Sterling | 10,720 | 55,630 |
| Total (excluding derivatives) | 4,377,597 | 6,552,249 |
| Derivatives | 744,743 | 564,194 |
| Total financial assets (excluding debtors) | 5,122,340 | 7,116,443 |
Financial assets include loans to and deposits from other group companies which are denominated in a variety of currencies. Therefore entities may have both loans and deposits in different currencies which are set-off on conversion to US Dollar. Interest on floating rate assets is based on the relevant national inter-bank rates.
$\mathcal{A}$
Notes to the accounts Year ended 31 December 2012
The following methods were used to estimate the fair value of the financial assets and liabilities:
Short and long-term debt
Fair value is determined by reference to quoted market prices for similar issues, where applicable, otherwise carrying value is used as an approximation to fair value.
Derivative instruments
Fair value is determined by reference to market prices where available, otherwise pricing or valuation models are applied to current market information to estimate their value.
Notes to the accounts Year ended 31 December 2012
$10.$ Preference shares
| US\$'000 | 2012 | 2011 |
|---|---|---|
| Authorised: | ||
| 50,000 3% cumulative preference shares of £1 each | 79 | 79 |
| Called up, allotted and fully paid: | ||
| 50,000 3% cumulative preference shares of £1 each | 79 | 79 |
The 3% preference shares of £1 each entitle the holders to receive a cumulative preferential dividend at the rate of 3% per annum, on the paid up capital. On a return of capital on winding up, the holders of preference shares have the right to the repayment of a sum equal to the nominal capital and any premiums paid up or credited as paid up on the preference shares held by them, and accruals, if any, of the preferential dividend whether accrued or not up to the date of commencement of winding up.
$11.$ Called-up share capital
| US\$'000 | 2012 | 2011 |
|---|---|---|
| Authorised: | ||
| 1,000,000,000 ordinary shares of US\$1 each | 1,000,000 | 1,000,000 |
| 1,000,000 | 1,000,000 | |
| Called up, allotted and fully paid: | ||
| 1,200 ordinary shares of US\$1 each | 1 | |
| 1 | 1 |
l,
Notes to the accounts Year ended 31 December 2012
Profit and Loss account & Share Premium $12.$
| Profit and Loss account: | ||
|---|---|---|
| US\$ '000 | 2012 | 2011 |
| At 1 January | 973,963 | 753,646 |
| Profit for financial year | 522,680 | 720,317 |
| Dividend paid | (500,000) | (500,000) |
| At 31 December | 996,643 | 973,963 |
| Share Premium: | 2012 | 2011 |
|---|---|---|
| US\$ '000 | ||
| At 1 January | 20,000 | 20,000 |
| At 31 December | 20,000 | 20,000 |
13. Reconciliation of movements in shareholders' funds
| US\$'000 | 2012 | 2011 |
|---|---|---|
| Opening shareholders' funds | 994,964 | 774.647 |
| Profit for the financial year | 522,680 | 720,317 |
| Dividend paid | (500,000) | (500.000) |
| Closing shareholders' funds | 1,017,644 | 994,964 |
14. Capital Contribution
| US\$'000 | 2012 | 2011 |
|---|---|---|
| Capital contribution | 1.000 | 1.000 |
| At 31 December | 1.000 | 1,000 |
Notes to the accounts Year ended 31 December 2012
15. Related party transactions
At 31 December 2012, as identified in note 16, Anglo American plc is the Company's ultimate parent Company. The Company has taken advantage of the exemption granted by paragraph 3(c) of Financial Reporting Standard 8 - 'Related Party Disclosures' not to disclose related party transactions with Anglo American Group companies. There were no other related party transactions.
16. Ultimate parent company
The immediate and ultimate parent company and controlling entity is Anglo American plc, a company incorporated in Great Britain and registered in England and Wales.
Anglo American plc is head of the largest and smallest group of undertakings of which the Company is a member and for which group accounts are prepared.
Copies of the Group accounts of Anglo American plc, which include the results of the Company, are available from Anglo American plc at 20 Carlton House Terrace, London, SW1Y 5AN.