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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
 
 o
    
    Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended June 30, 2011
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 or
 o
    
    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of event requiring this shell company report ___________________
 Commission file number: 001-33983
 
 Sims Metal Management Limited
  
 N/A
 Victoria, Australia
 110 Fifth Avenue, Suite 700
New York, NY 10011
 Frank M. Moratti, Company Secretary and General Counsel
(61 2) 9956-9101; Frank.Moratti@simsmm.com
Suite 1202, Level 12, 65 Berry Street
North Sydney, NSW 2060, Australia
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredOrdinary Shares
    
    New York Stock Exchange*American Depositary Shares, each
representing one ordinary share
    
    New York Stock Exchange
 
 *
    
    Not for trading, but only in connection with the listing of American Depositary Shares pursuant
to requirements of the Securities and Exchange Commission. 
  
  
   
  þ o
 
  o þ
 
  þ o
 
  o o
 
  þ Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
  o  þ  o
  o o
  o þ




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TABLE OF CONTENTS
 PagePART IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    2Item 2. Offer Statistics and Expected Timetable
    
    
    2Item 3. Key Information
    
    
    3Item 4. Information on the Company
    
    
    17Item 4A. Unresolved Staff Comments
    
    
    31Item 5. Operating and Financial Review and Prospects
    
    
    31Item 6. Directors, Senior Management and Employees
    
    
    44Item 7. Major Shareholders and Related Party Transactions
    
    
    55Item 8. Financial Information
    
    
    57Item 9. The Offer and Listing
    
    
    58Item 10. Additional Information
    
    
    59Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    72Item 12. Description of Securities Other than Equity Securities
    
    
    72PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    73Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds
    
    
    73Item 15. Controls and Procedures
    
    
    73Item 16A. Audit Committee Financial Expert
    
    
    74Item 16B. Code of Ethics
    
    
    74Item 16C. Principal Accountant Fees and Services
    
    
    75Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    75Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    75Item 16F. Change in Registrants Certifying Accountant
    
    
    75Item 16G. Corporate Governance
    
    
    76PART IIIItem 17. Financial Statements
    
    
    77Item 18. Financial Statements
    
    
    77Item 19. Exhibits
    
    
    78EX-4.10EX-4.11EX-4.12EX-4.13EX-4.15EX-4.16EX-4.17EX-4.18EX-8.1EX-12.1EX-12.2EX-13.1EX-15.1




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EXPLANATORY NOTE
      FORWARD LOOKING STATEMENTS
     
    
    the impact of the global financial crisis and global economic conditions;
    
    adverse changes in economic or political policies in China;
    
    cyclicality and volatility in the metal recycling and steel industries;
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
    
    exposure to changes in commodity prices, currency exchange rates and interest rates;
    
    increases in steel imports into the United States or other significant market regions;
    
    continued availability of bank financing and the ability to access the capital markets
and/or obtain capital on favorable terms;
    
    reduction in demand due to a significant increase in the use of scrap substitute
materials by consumers of processed recycled ferrous metal;
    
    availability of adequate sources of material supply;
    
    risks associated with implementing technology into our business;
    
    the risks of global operations, including international hostilities and terrorism and
risks arising from non-compliance with the U.S. Foreign Corrupt Practices Act and similar
worldwide anti-bribery laws;
    
    risks associated with severe weather, natural disasters and climate conditions;
    
    legislative or regulatory changes, including those relating to protection of the
environment and health and safety;
    
    the loss of export sales to markets outside of Australia, the United States and the
United Kingdom due to changes in trade regulations or otherwise;
    
    competition from containerized recycled metal exports;
    
    exposure to customer credit risks with counterparties;
    
    the loss of senior executive employees or managers;
    
    the risk of labor disputes and risk of serious injury or death to our employees;
    
    potential for goodwill and other identified intangible or other long-lived asset
impairments and other financial and accounting issues;
    
    existing and future litigation;
    
    risks of incurring uninsured losses or losses above our insurance policies coverage
limits;
    
    significant influence of our largest shareholder over transactions requiring shareholder
approval;
    
    loss of foreign private issuer status; and
    
    risks to our shareholders for not being afforded the same corporate governance
compliance protection as companies without foreign private issuer status.
  
 PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  2




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Item 3. Key Information
 A. Selected Financial Data
   As of and for the fiscal years ended June 30,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007A$
    
    
    A$
    
    
    A$
    
    
    A$
    
    
    A$(in millions, except per share data)Income statement data:Revenue
    
    
    8,852.9
    
    
    
    7,458.5
    
    
    
    8,641.0
    
    
    
    7,670.5
    
    
    
    5,550.9Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    (191.1
    )
    
    
    (3.3
    )
    
    
    Profit/(loss) before income tax
    
    
    277.2
    
    
    
    194.5
    
    
    
    (122.2
    )
    
    
    660.6
    
    
    
    356.9Profit/(loss) after tax
    
    
    192.1
    
    
    
    126.7
    
    
    
    (150.3
    )
    
    
    440.1
    
    
    
    239.9Basic earnings/(loss) per
share (cents)1
    
    
    93.9
    
    
    
    64.9
    
    
    
    (82.5
    )
    
    
    309.3
    
    
    
    191.1Diluted earnings/(loss) per
share (cents)1
    
    
    93.3
    
    
    
    64.5
    
    
    
    (82.5
    )
    
    
    306.3
    
    
    
    190.0Dividends declared per share
(cents)
    
    
    35.0
    
    
    
    20.0
    
    
    
    103.0
    
    
    
    115.0
    
    
    
    120.0Dividends declared per share
(US cents)2
    
    
    33.1
    
    
    
    16.3
    
    
    
    63.1
    
    
    
    102.6
    
    
    
    94.4Weighted average number of
shares outstanding1
    
    
    204.6
    
    
    
    195.3
    
    
    
    182.2
    
    
    
    142.3
    
    
    
    125.6Weighted average number of
diluted shares
outstanding1
    
    
    206.0
    
    
    
    196.5
    
    
    
    182.2
    
    
    
    143.7
    
    
    
    126.3Statement of financial
position data:Total assets
    
    
    4,179.8
    
    
    
    4,239.7
    
    
    
    3,808.6
    
    
    
    4,646.5
    
    
    
    2,057.4Borrowings
    
    
    291.7
    
    
    
    117.2
    
    
    
    175.1
    
    
    
    398.4
    
    
    
    307.6Total liabilities
    
    
    1,259.3
    
    
    
    960.9
    
    
    
    949.6
    
    
    
    1,812.6
    
    
    
    885.3Total equity
    
    
    2,920.5
    
    
    
    3,278.8
    
    
    
    2,859.0
    
    
    
    2,833.9
    
    
    
    1,172.1
 
 1
    
    Diluted earnings per share for the periods prior to fiscal 2010 have been adjusted
to reflect the shares issued in fiscal 2010 from our institutional placement and share purchase
program. In accordance with IAS 33 Earnings Per Share, an adjustment to shares issued is required
in the calculation of earnings per share when shares are offered to existing shareholders at a
discount to the market price. This gives rise to a retrospective restatement of the weighted
average number of shares.2
    
    The US dividend amount represents the net dividend paid to ADS holders by the
depositary, Bank of New York Mellon, after converting the Australian dividend amount based on
exchange rates at the dividend payment date and after withholding a fee of US$0.01 per share. See
Item 12.D.  American Depositary Shares. 3




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Exchange Rate Data
  PeriodEnd Rate
    
    
    AverageRate
    
    
    HighestRate
    
    
    LowestRateFor the fiscal year ended June 30:2011
    
    
    1.0732
    
    
    
    0.9997
    
    
    
    1.0970
    
    
    
    0.83802010
    
    
    0.8480
    
    
    
    0.8837
    
    
    
    0.9369
    
    
    
    0.77512009
    
    
    0.8055
    
    
    
    0.7423
    
    
    
    0.9797
    
    
    
    0.60732008
    
    
    0.9562
    
    
    
    0.9042
    
    
    
    0.9644
    
    
    
    0.78602007
    
    
    0.8491
    
    
    
    0.7925
    
    
    
    0.8491
    
    
    
    0.7407For the month ended:October 2011 (through October 6)
    
    
    0.9699
    
    
    
    0.9606
    
    
    
    0.9699
    
    
    
    0.9453September 2011
    
    
    0.9744
    
    
    
    1.0236
    
    
    
    1.0750
    
    
    
    0.9744August 2011
    
    
    1.0702
    
    
    
    1.0502
    
    
    
    1.0930
    
    
    
    1.0192July 2011
    
    
    1.1001
    
    
    
    1.0781
    
    
    
    1.1026
    
    
    
    1.0565June 2011
    
    
    1.0732
    
    
    
    1.0617
    
    
    
    1.0737
    
    
    
    1.0439May 2011
    
    
    1.0660
    
    
    
    1.0675
    
    
    
    1.0970
    
    
    
    1.0496April 2011
    
    
    1.0937
    
    
    
    1.0588
    
    
    
    1.0937
    
    
    
    1.0346
 B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  D. Risk Factors
  Risks Related to the Global Economy and Our Industry
 Deterioration in global economic conditions has had, and may continue to have, an adverse impact on
our results of operations and financial condition.
   4




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Changes in economic and political policies of the government of China could reduce overall economic
growth in China, which could have a material and adverse effect on our results of operations and
financial condition.
   The metal recycling industry has historically been, and is expected to remain, highly cyclical and
highly competitive and has been subject in the past to significant fluctuations in scrap metal
prices as well as changes in supply and rapid demand, which could have a material adverse effect on
our results of operations and financial condition.
   5




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Fluctuations in commodity prices could have a material adverse effect on our results of operations
and financial condition and our inventory positions could be exposed to falling markets.
   Developments in the steel industry could have a material adverse effect on our results of
operations and financial condition.
  Volatility and disruption of credit and equity markets may impede or prevent our ability to access
the capital markets in the future and/or obtain capital on favorable terms.
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A significant increase in the use of substitute materials by consumers of processed recycled
ferrous metal could reduce demand for our products.
  The profitability of our metal recycling operations depends, in part, on the availability of an
adequate source of supply and scrap flows have been adversely impacted by global economic
conditions in the US, the UK and elsewhere.
  We are dependent on technology in our business and face risks associated with implementing
technology into our business.
  Our operations are subject to risks and uncertainties relating to international conflicts and
terrorism.
  7




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Severe weather, natural disasters and climate conditions could have an adverse effect on our
overall business.
  Risks Related to Regulation
 Our operations are subject to extensive governmental regulation in each of the jurisdictions in
which we operate.
   Our operations are subject to stringent environmental laws, regulations and permit and license
requirements.
  
    
    the storage, treatment, handling and disposal of solid and hazardous waste and other
hazardous materials;
    
    the discharge of materials and emissions into the air;
    
    the discharge of materials into water or the ground;
    
    the management, treatment and discharge of wastewater and storm water;
    
    the prevention and remediation of impacts to soil, surface water and groundwater; and
    
    the protection of employee health and safety.
   8




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Regulation of greenhouse gas emissions and climate change issues may adversely affect our
operations and markets.
   9




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Our operations generate waste that is required to be treated (in some instances), stored and
disposed of in accordance with applicable environmental laws.
   10




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We may have potential environmental investigation and cleanup liabilities.
  Our operations present risk of serious injury, illness or death.
  We are subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws,
which impose restrictions and may carry substantial penalties.
  11




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Risks Related to Our Business
 Exchange rate fluctuations could have a material adverse effect on our results of operations and
financial condition.
   Changes in interest rates could have a material adverse effect on our results of operations and
financial condition.
  The loss of export sales could adversely affect our results of operations and financial condition.
  We are subject to competition from containerized recycled metal exports which can negatively affect
our port operations and marketing programs.
  12




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The commercial counterparties we transact with may not meet their obligations which could have a
material adverse effect on our results of operations and financial condition.
  Potential credit losses from significant customers could adversely affect our results of operations
and financial condition.
  We rely in part on lines of credit from commercial banks to finance our operations. Our results of
operations and financial condition would be materially adversely affected if we were unable to
continue to have access to bank financing on acceptable terms.
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The loss of any member of our senior management team or a significant number of our managers could
have a material adverse effect on our results of operations and financial condition.
   We may not be able to negotiate future labor contracts on favorable terms.
  Changes in assumptions underlying the carrying value of goodwill or other identifiable intangible
assets, as a result of adverse market conditions, could result in an impairment of such assets and
adversely affect our results of operations, the price of our securities and our ability to pay
dividends.
    14




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We are exposed to the risk of legal claims and other liabilities that may have a material
adverse effect on our results of operations and financial condition.
  Our tax liabilities may substantially increase if the tax laws and regulations in the countries in
which we operate change or become subject to adverse interpretations or inconsistent enforcement.
  Our insurance policies provide coverage with limitations, potentially leaving us uninsured against
some business risks.
   15




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Risks Related to Our Ordinary Shares and ADSs
 Our largest shareholder has significant influence over transactions requiring shareholder approval.
  If we were to lose our foreign private issuer status under US federal securities laws, we would
likely incur additional expenses associated with compliance with the US securities laws applicable
to US domestic issuers.
  We are a foreign private issuer and, as a result, as permitted by the listing requirements of the
NYSE, we may rely on certain home country governance practices rather than the corporate governance
requirements of the NYSE.
  16




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Item 4. Information on the Company
 A. History and Development of the Company
 Corporate Information
  History of the Company
       17




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Acquisitions
    
    
    September 2008, we acquired the operating assets of Weinert Recycling in the US;
    
    October 2008, we acquired Global Investment Recovery, Inc., or GIR, in the US;
    
    February 2009, we acquired the operating assets of All Metal Recovery Limited in the UK;
    
    May 2009, we acquired the operating assets of Global Environment Recycling Co. Limited
in the UK;
    
    July 2009, we acquired the operating assets of Fairless Iron & Metal, LLC in the US;
    
    September 2009, we acquired the operating assets of Technorecycle Buromaschinen
Vertwertung GmbH in Germany;
    
    November 2009, we obtained control of Port Albany Ventures by acquiring 50% of the joint
venture that we previously did not own;
    
    April 2010, we acquired the operating assets of Border Metals Pty Ltd in Australia;
    
    August 2010, we acquired the operating assets and business of Wincanton PLC, or
Wincanton, in the UK;
    
    October 2010, we acquired TIC Group India Private Limited, or TIC in India;
    
    December 2010, we acquired Cooper Metals Recycling Limited in the UK;
    
    December 2010, we acquired certain operating assets of Crashs Auto Parts and Sales,
Inc. in the US;
    
    January 2011, we acquired certain operating assets of Commercial Metal Recycling
Services, or CMRS, in Australia;
    
    February 2011, we acquired Metrade handels GmbH, or Metrade, in Austria;
    
    March 2011, we acquired Device ICT Recycling BV, Device Automation Czech, and Device
Poland Sp. Zo.o, collectively Device, in the Netherlands, the Czech Republic, and Poland,
respectively;
    
    April 2011, we acquired ergoTrade AG, or ergoTrade, in Germany and Hungary;
    
    April 2011, we acquired certain operating assets of East Coast Metal Recovery in the US;
    
    April 2011, we acquired certain operating assets of Thomas Metal Group LLC in the US;
and
    
    May 2011, we acquired Dunn Brothers (1995) Limited, or Dunn, in the UK.
  18




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
    
    July 2011, we acquired certain operating assets of Goldman Metals, Inc. in the US.
    
    August 2011, we acquired certain operating assets of Laurence Scrap Metals in Australia.
    
    August 2011, we acquired certain operating assets of Ace Auto Parts, Inc. in the US.
    
    August 2011, we acquired Deane Wood Export Limited in the UK.
    
    September 2011, we acquired certain operating assets of F E Mottram Ltd in the UK.
    
    September 2011, we acquired S3 Interactive Limited in the UK.
    
    October 2011, we acquired certain operating assets of Promet
Marine Services Corporation Limited in the US.
 Capital Expenditures
  Fiscal years ended June 30,(in A$ millions)
    
    2011
    
    
    2010
    
    
    2009North America
    
    
    69.2
    
    
    
    67.6
    
    
    
    106.4Australasia
    
    
    29.4
    
    
    
    21.7
    
    
    
    39.8Europe
    
    
    44.2
    
    
    
    31.6
    
    
    
    41.3Total
    
    
    142.8
    
    
    
    120.9
    
    
    
    187.5
  
    
    In North America, our primary capital expenditures in fiscal 2011 were land purchases
and build-out costs for greenfield locations. We also continued investing in new
downstream technology in our Eastern Region shredders as well as making new investments in
downstream recovery systems in our Western Region shredders. Other capital investment
projects included the relocation of our aerospace operations to a state-of-the-art facility
as well as continued investments in the construction of a material recycling facility in
Brooklyn, New York which will be used in connection with our long-term contract with the
Department of Sanitation of New York City. We also continued to
invest in our Sims Recycling Solutions, or SRS, Canada
WEEE facility in Ontario and completed the first phase of this investment in fiscal 2011.
    
    In Australasia, our primary capital expenditures were for downstream recovery systems at
our St. Marys shredder in New South Wales and our Rocklea shredder in Queensland.
    
    In Europe, our primary capital expenditure was for the installation of a new downstream
plant in Long Marston, UK, which  became operational in fiscal 2012. In
addition, we continued to make investments in our SRS business in Continental Europe.
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Divestures
  B. Business Overview
    
    
    North America  comprising the US and Canada.
    
    Australasia  comprising Australia, New Zealand, Papua New Guinea, India, Singapore,
Hong Kong and South Africa.
    
    Europe  comprising the UK, Sweden, Belgium, the Netherlands, Germany, Poland, the Czech
Republic, Hungary, Austria and Croatia.We also report revenues by the following product groups:
    
    Ferrous secondary recycling  comprising the collection, processing and trading of iron
and steel secondary raw material.
    
    Non-ferrous secondary recycling  comprising the collection, processing and trading of
other metal alloys and residues, principally aluminum, lead, copper, zinc and nickel
bearing materials.
    
    Recycling solutions  comprising the provision of environmentally responsible solutions
for the disposal of post-consumer electronic products, including IT assets recycled for
commercial customers. We offer fee for service business opportunities in the
environmentally responsible
recycling of negative value materials including refrigerators and electrical and electronic
equipment.
    
    Secondary processing  comprising value added processes involving the melting, refining
and ingoting of certain non-ferrous metals and the reclamation and reprocessing of
plastics.
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Metal Recycling
 Industry Overview
     Our Metal Recycling Operations
    21




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North America
   Australasia
   Europe
   Marketing
   22




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Sims Recycling Solutions
     North America
    23




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Europe
    Australasia
  24




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Secondary Processing
   Sources and Availability of Raw Materials
 Metal Recycling
  
    
    obsolete metal which is sourced from metal dealers, peddlers, auto wreckers, demolition
firms, railroads and others who generate steel or non-ferrous metals; and
    
    industrial generated materials which are sourced mainly from manufacturers who generate
offcuts or by-products made from steel, iron or non-ferrous metals, known as prompt or
industrial metal.
  Sims Recycling Solutions
  
    
    manufacturers of post-consumer electronic products who must comply with specific end of
life disposal requirements under legislation such as the WEEE Directive;
    
    the business community for remarketable, reusable or recyclable electronic and
electrical products; and
    
    councils and other municipal organizations that operate to aggregate recyclables for
processing.
  25




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Government Regulation
  Potential Changes to Environmental Law and Regulations
  Obligated External Reporting
  Energy Efficiencies and Opportunities Act 2006
  Voluntary External Reporting
  26




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Health and Safety
    27




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Seasonality and Cyclicality
    Patents and Trademarks
  C. Organizational Structure
  D. Property, Plant and Equipment
    28




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AUSTRALASIAN SITES
 Leased orLocation
    
    Owned
    
    Principal ActivitiesCanberra, Australian Capital 
Territory, Australia
    
    Leased
    
    metal recycling yardAlexandria, New South Wales, 
Australia
    
    Owned (50% interest)
    
    ARA secondary lead smelting operationMilperra, New South Wales, Australia
    
    Owned
    
    metal recycling yardSt. Marys, New South Wales, Australia
    
    Owned
    
    metal recycling yard/shredderVillawood, New South Wales, Australia
    
    Leased
    
    e-recycling facilityWetherill Park, New South Wales, 
Australia
    
    Owned
    
    metal recycling yardDarwin, Northern Territory, Australia
    
    Owned
    
    metal recycling yardGladstone, Queensland, Australia
    
    Owned
    
    metal recycling yardNorthgate, Queensland, Australia
    
    Owned
    
    metal recycling yardRocklea, Queensland, Australia
    
    Owned
    
    metal recycling yard/shredderTownsville, Queensland, Australia
    
    Leased
    
    metal recycling yardGillman, South Australia, Australia
    
    Owned
    
    metal recycling yard/shredderBell Bay, Tasmania, Australia
    
    Leased
    
    metal recycling yardBroadmeadows, Victoria, Australia
    
    Owned
    
    metal recycling yardBrooklyn, Victoria, Australia
    
    Owned
    
    metal recycling yard/shredderLaverton North, Victoria, Australia
    
    Owned
    
    Secondary aluminium/melting &
processing operationLaverton North, Victoria, Australia
    
    Owned (50% interest)
    
    ARA secondary lead smelting operationNoble Park, Victoria, Australia
    
    Owned
    
    metal recycling yardKarratha, Western Australia, Australia
    
    Owned
    
    metal recycling yard/feeder yardSpearwood, Western Australia, 
Australia
    
    Owned
    
    metal recycling
yard/shredder/e-recyclingChristchurch, New Zealand
    
    Owned (50% interest)
    
    metal recycling yard/shredderWellington, New Zealand
    
    Owned (50% interest)
    
    metal recycling yardAuckland, New Zealand
    
    Owned (50% interest)
    
    metal recycling yard/shredder
 EUROPEAN SITES
 Leased orLocation
    
    Owned
    
    Principal ActivitiesRathenaustrasse, Bergkamen, Germany
    
    Owned
    
    e-recycling facilityDillenburgstraat, Eindhoven, Netherlands
    
    Owned
    
    e-recycling facilityAvonmouth, Bristol, UK
    
    Leased
    
    metal recycling yard/dock/shredderDunkirk, Nottingham, UK
    
    Owned
    
    metal recycling yard/shredderLongside Industrial Estate, Dumfries, UK
    
    Owned
    
    e-recycling facilityLong Marston, Stratford upon Avon, UK
    
    Leased
    
    UK head office, metal recycling
yard/dense media plant/ R & D
centerSouth Dock, Newport, UK
    
    Leased
    
    metal recycling
yard/dock/shredder/ fridges
processing and e-recycling
facilityYateley, Hants, UK
    
    Owned
    
    metal recycling yard/shredderRabone Lane, Smethwick, UK
    
    Leased
    
    metal recycling yard/shredder
 29




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NORTH AMERICAN SITES
 Leased orLocation
    
    Owned
    Principal ActivitiesRichmond, British Columbia, Canada
    
    Leased (50%
owned joint
venture)
    
    metal recycling yard/shredderBrampton, Ontario, Canada
    
    Leased
    
    e-recycling facilityMississauga, Ontario, Canada
    
    Leased
    
    e-recycling facilityBirmingham, Alabama, USA
    
    Owned
    
    metal recycling yard/shredderPhoenix, Arizona, USA
    
    Owned
    
    metal recycling yard/shredderTucson, Arizona, USA
    
    Owned
    
    metal recycling
yard/shredder/e-recycling
facilityRichmond, California, USA
    
    Owned
    
    metal recycling yardAnaheim, California, USA
    
    Owned (50%
owned joint
venture)
    
    metal recycling yard/shredderBakersfield, California, USA
    
    Owned (50%
owned joint
venture)
    
    metal recycling yard/shredderFontana, California, USA
    
    Owned (50% owned
joint venture)
    
    metal recycling yardLong Beach, California, USA
    
    Leased (50% owned joint venture)
    
    metal recycling yardRancho Dominguez, California, USA
    
    Leased
    
    e-recycling facilityRedwood City, California, USA
    
    Leased
    
    metal recycling yard/shredderRoseville, California, USA
    
    Leased
    
    e-recycling facilitySacramento, California, USA
    
    Leased
    
    metal recycling yardSun Valley, California, USA
    
    Leased (50% owned
joint venture)
    
    metal recycling yardTerminal Island, California, USA
    
    Leased (50% owned
joint venture)
    
    metal recycling yard/ shredderDenver, Colorado, USA
    
    Owned
    
    metal recycling yard/shredderHartford, Connecticut, USA
    
    Leased
    
    metal recycling yardNorth Haven, Connecticut, USA
    
    Owned
    
    metal recycling yard/shredderTampa, Florida, USA
    
    Leased
    
    e-recycling facilityBedford Park, Illinois, USA
    
    Owned
    
    metal recycling yardChicago, Illinois, USA
    
    Owned
    
    metal recycling yard/shredderFranklin Park, Illinois, USA
    
    Owned
    
    precious metal refiningWest Chicago, Illinois, USA
    
    Leased
    
    e-recycling facilityEast Chicago, Indiana, USA
    
    Owned
    
    metal recycling yardDetroit, Michigan, USA
    
    Owned
    
    metal recycling yardGreenville, Mississippi, USA
    
    Leased
    
    metal recycling yard/shredderSherman, Mississippi, USA
    
    Owned
    
    metal recycling yardPort of Albany, New York, USA
    
    Leased
    
    metal recycling yard
 30




---



##### Table of Contents



Leased orLocation
    
    Owned
    Principal ActivitiesLas Vegas, Nevada, USA
    
    Owned (50% owned
joint venture)
    
    metal recycling yard/shredderSparks, Nevada, USA
    
    Leased
    
    e-recycling facilityClaremont Terminal, Jersey City, 
New Jersey, USA
    
    Owned
    
    metal recycling yardNewark, New Jersey, USA
    
    Owned
    
    metal recycling yard/shredderPort of Newark, New Jersey, USA
    
    Leased
    
    stevedoringDefiance, Ohio, USA
    
    Owned
    
    metal recycling yardCatoosa, Oklahoma, USA
    
    Leased
    
    metal recycling yardElizabeth, Pennsylvania, USA
    
    Owned
    
    metal recycling yardMorrisville, Pennsylvania, USA
    
    Owned
    
    metal recycling yard/shredderLavergne, Tennessee, USA
    
    Leased
    
    e-recycling facilityMemphis, Tennessee, USA
    
    Owned
    
    metal recycling yard/shredderNashville, Tennessee, USA
    
    Owned (50% owned
joint venture)
    
    metal recycling yard/shredderHouston, Texas, USA
    
    Owned
    
    metal recycling yardSalt Lake City, Utah, USA
    
    Owned
    
    metal recycling yard/shredderChesapeake, Virginia, USA
    
    Owned
    
    metal recycling yard/shredderRichmond, Virginia, USA
    
    Owned
    
    metal recycling yardPetersburg, Virginia, USA
    
    Leased
    
    metal recycling yard/shredder
  
 Item 4A. Unresolved Staff Comments
  
 Item 5.
    
    Operating and Financial Review and Prospects
 A. Operating Results
   31




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##### Table of Contents



Principal Factors Affecting our Results of Operations
     Critical Accounting Policies
   Recently issued accounting pronouncements
  32




---



##### Table of Contents



Results of Operations
  Fiscal years ended June 30,2011
    
    

    %
    
    2010
    
    
    %
    
    2009
    
    
    %(in millions, except %)
    
    A$
    
    
    of Revenue
    
    
    A$
    
    
    of Revenue
    
    
    A$
    
    
    of RevenueRevenue
    
    
    8,852.9
    
    
    
    100
    
    
    
    7,458.5
    
    
    
    100
    
    
    
    8,641.0
    
    
    
    100Cost of materials and freight
    
    
    (7,408.3
    )
    
    
    (84
    )
    
    
    (6,060.3
    )
    
    
    (81
    )
    
    
    (7,191.9
    )
    
    
    (84
    )Employee benefits expense
    
    
    (409.7
    )
    
    
    (5
    )
    
    
    (433.0
    )
    
    
    (6
    )
    
    
    (592.4
    )
    
    
    (7
    )Depreciation and
amortization
    
    
    (130.6
    )
    
    
    (1
    )
    
    
    (143.9
    )
    
    
    (2
    )
    
    
    (170.8
    )
    
    
    (2
    )Repairs and maintenance
expense
    
    
    (123.5
    )
    
    
    (1
    )
    
    
    (111.7
    )
    
    
    (1
    )
    
    
    (147.8
    )
    
    
    (2
    )Finance costs
    
    
    (27.1
    )
    
    
    (0
    )
    
    
    (16.4
    )
    
    
    (0
    )
    
    
    (21.5
    )
    
    
    (0
    )Pre-tax income from equity
accounted investments
    
    
    29.5
    
    
    
    0
    
    
    
    14.5
    
    
    
    0
    
    
    
    60.8
    
    
    
    1Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (191.1
    )
    
    
    (2
    )Other, net
    
    
    (506.0
    )
    
    
    (6
    )
    
    
    (513.2
    )
    
    
    (7
    )
    
    
    (508.5
    )
    
    
    (6
    )Profit/(loss) before tax
    
    
    277.2
    
    
    
    3
    
    
    
    194.5
    
    
    
    3
    
    
    
    (122.2
    )
    
    
    (2
    )Income tax expense
    
    
    (85.1
    )
    
    
    (1
    )
    
    
    (67.8
    )
    
    
    (1
    )
    
    
    (28.1
    )
    
    
    (0
    )Profit/(loss) after tax
    
    
    192.1
    
    
    
    2
    
    
    
    126.7
    
    
    
    2
    
    
    
    (150.3
    )
    
    
    (2
    )
 Fiscal 2011 compared with fiscal 2010
     33




---



##### Table of Contents



34




---



##### Table of Contents



Fiscal 2010 compared with fiscal 2009
         35




---



##### Table of Contents



Results by segments
  36




---



##### Table of Contents



Fiscal years ended June 30,(in millions, except %)
    
    2011
    
    
    
    
    
    
    2010
    
    
    
    
    
    
    2009Sales by geography:
    
    A$
    
    
    %
    
    
    A$
    
    
    %
    
    
    A$
    
    
    %Australasia
    
    
    1,369.2
    
    
    
    15
    
    
    
    1,221.3
    
    
    
    16
    
    
    
    1,158.6
    
    
    
    13North America
    
    
    5,993.0
    
    
    
    68
    
    
    
    5,040.0
    
    
    
    68
    
    
    
    6,368.5
    
    
    
    74Europe
    
    
    1,484.6
    
    
    
    17
    
    
    
    1,191.3
    
    
    
    16
    
    
    
    1,109.1
    
    
    
    13Total sales
    
    
    8,846.8
    
    
    
    100
    
    
    
    7,452.6
    
    
    
    100
    
    
    
    8,636.2
    
    
    
    100Other revenue
    
    
    6.1
    
    
    
    0
    
    
    
    5.9
    
    
    
    0
    
    
    
    4.8
    
    
    
    0Total revenue
    
    
    8,852.9
    
    
    
    100
    
    
    
    7,458.5
    
    
    
    100
    
    
    
    8,641.0
    
    
    
    100Sales by product:Ferrous metals
    
    
    6,143.6
    
    
    
    69
    
    
    
    5,071.2
    
    
    
    68
    
    
    
    6,642.7
    
    
    
    77Non-ferrous metals
    
    
    1,724.0
    
    
    
    20
    
    
    
    1,525.5
    
    
    
    20
    
    
    
    1,193.4
    
    
    
    14Recycling solutions
    
    
    786.4
    
    
    
    9
    
    
    
    657.4
    
    
    
    9
    
    
    
    578.5
    
    
    
    7Secondary processing
    
    
    192.8
    
    
    
    2
    
    
    
    198.5
    
    
    
    3
    
    
    
    221.6
    
    
    
    2Net sales
    
    
    8,846.8
    
    
    
    100
    
    
    
    7,452.6
    
    
    
    100
    
    
    
    8,636.2
    
    
    
    100EBIT by geography:Australasia
    
    
    79.9
    
    
    
    27
    
    
    
    61.2
    
    
    
    29
    
    
    
    18.7
    
    
    
    (18
    )North America
    
    
    121.0
    
    
    
    40
    
    
    
    80.3
    
    
    
    39
    
    
    
    (88.6
    )
    
    
    86Europe
    
    
    100.2
    
    
    
    33
    
    
    
    66.6
    
    
    
    32
    
    
    
    (33.1
    )
    
    
    32Total EBIT
    
    
    301.1
    
    
    
    100
    
    
    
    208.1
    
    
    
    100
    
    
    
    (103.0
    )
    
    
    100Reconciliation:Total EBIT
    
    
    301.1
    
    
    
    
    
    
    
    208.1
    
    
    
    
    
    
    
    (103.0
    )Interest income
    
    
    3.2
    
    
    
    
    
    
    
    2.8
    
    
    
    
    
    
    
    2.3Finance costs
    
    
    (27.1
    )
    
    
    
    
    
    
    (16.4
    )
    
    
    
    
    
    
    (21.5
    )Profit/(loss) before tax
    
    
    277.2
    
    
    
    
    
    
    
    194.5
    
    
    
    
    
    
    
    (122.2
    )
 Fiscal 2011 compared with fiscal 2010
 Australasia
   North America
  37




---



##### Table of Contents



Europe
   Sales by Product Group
     Fiscal 2010 compared with fiscal 2009
 Australasia
  38




---



##### Table of Contents



North America
   Europe
   Sales by Product Group
    39




---



##### Table of Contents



B. Liquidity and Capital Resources
 Treasury responsibilities and philosophy
      Sources of liquidity
    40




---



##### Table of Contents



Lender
    
    Maximum Commitment
    
    Maturity DateCBA
    
    A$87.2 million
    
    June 23, 2014CBA
    
    US$250.0 million
    
    June 23, 2014CBA
    
    £82.5 million
    
    June 23, 2014WBC
    
    US$175.0 million
    
    June 23, 2014WBC
    
    £89.6 million
    
    June 23, 2014WBC
    
    27.0 million
    
    June 23, 2014NAB
    
    US$175.0 million
    
    June 23, 2014HSBC
    
    A$4.0 million
    
    June 23, 2014HSBC
    
    US$257.3 million
    
    June 23, 2014HSBC
    
    £27.7 million
    
    June 23, 2014BOA
    
    US$200.0 million
    
    June 23, 2014
      41




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##### Table of Contents



Cash Flows
 Fiscal 2011 compared with fiscal 2010
     Fiscal 2010 compared with fiscal 2009
    42




---



##### Table of Contents



Share buy-back program
  C. Research and Development, Patents and Licenses, etc.
  D. Trends Information
  E. Off-Balance Sheet Arrangements
  F. Tabular Disclosure of Contractual Obligations
  Payments due by PeriodMoreLess than
    
    
    1 to 3
    
    
    3 to 5
    
    
    than 5(in millions of A$)
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsContractual ObligationsLong-term debt 1
    
    
    346.5
    
    
    
    18.6
    
    
    
    327.9
    
    
    
    
    
    
    
    Capital expenditures
    
    
    41.2
    
    
    
    40.7
    
    
    
    0.5
    
    
    
    
    
    
    
    Derivatives  net settled
    
    
    2.9
    
    
    
    2.9
    
    
    
    
    
    
    
    
    
    
    
    Derivatives  gross settled:Inflows
    
    
    (195.3
    )
    
    
    (195.3
    )
    
    
    
    
    
    
    
    
    
    
    Outflows
    
    
    198.2
    
    
    
    198.2
    
    
    
    
    
    
    
    
    
    
    
    Pension plan contributions 2
    
    
    4.2
    
    
    
    4.2
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    290.1
    
    
    
    61.1
    
    
    
    89.3
    
    
    
    44.7
    
    
    
    95.0Total contractual cash obligations
    
    
    687.8
    
    
    
    130.4
    
    
    
    417.7
    
    
    
    44.7
    
    
    
    95.0
 
 1
    
    Long-term debt includes interest based on the June 30, 2011 floating interest rates.2
    
    Pension plan contributions represent expected cash contributions to our defined
benefit pension plans for the year ended June 30, 2011. It is not practicable to present expected
cash contributions for subsequent years because they are determined annually on an actuarial basis
to provide for current and future benefits in accordance with federal law and other regulations. 43




---



##### Table of Contents



Item 6. Directors, Senior Management and Employees
 A. Directors and Senior Management
 Directors
  TermName and Age
    
    Title
    
    ExpiresExecutive Directors:Daniel W. Dienst, 46
    
    Executive Director and Group Chief
Executive Officer
    
    
    #Non-Executive Directors:Paul J. Varello, 68
    
    Chairman and Independent
Non-Executive Director
    
    
    2012Norman R. Bobins, 68
    
    Independent Non-Executive Director
    
    20111Geoffrey N. Brunsdon, 53
    
    Deputy Chairman and Independent
Non-Executive Director
    
    20122John T. DiLacqua, 59
    
    Independent Non-Executive Director
    
    20114J. Michael Feeney, 65
    
    Independent Non-Executive Director
    
    
    2012Robert Lewon, 68
    
    Independent Non-Executive Director
    
    20113Gerald E. Morris, 79
    
    Independent Non-Executive Director
    
    20111Christopher J. Renwick, 69
    
    Independent Non-Executive Director
    
    
    2013Heather Ridout, 57
    
    Independent Non-Executive Director
    
    20114M. Paul Sukagawa, 60
    
    Non-independent Non-Executive Director
    
    
    2012James T. Thompson, 61
    
    Independent Non-Executive Director
    
    
    2012
 
 #
    
    Under our constitution, the Group Chief Executive Officer does not have a term limit.1
    
    Messrs. Bobins and Morris will be standing for re-election at our annual general
meeting on November 10, 2011.2
    
    Mr. Brunsdon was appointed Deputy Chairman on September 1, 2011.3
    
    Mr. Lewon will be retiring from the Board on November 10, 2011.4
    
    Mr. DiLacqua and Mrs. Ridout were appointed to the Board on September 1, 2011
and will be standing for re-election at our annual general meeting on November 10, 2011. Daniel W. Dienst
  Paul J. Varello
  44




---



##### Table of Contents



Norman R. Bobins
  Geoffrey N. Brunsdon
  John T. DiLacqua
  J. Michael Feeney
  Robert Lewon
  45




---



##### Table of Contents



Gerald E. Morris
  Christopher J. Renwick
  Heather Ridout
  M. Paul Sukagawa
  James T. Thompson
  46




---



##### Table of Contents



Executive Officers
  Name and Age
    
    TitleRobert Larry, 50
    
    Group Chief Financial OfficerGraham Davy, 46
    
    CEO  European Metals and Sims Recycling Solutions -
Global OperationsRobert Kelman, 47
    
    President  Commercial, North AmericaDarron McGree, 63
    
    Managing Director  Australia and New ZealandAlan Ratner, 59
    
    President  Operations, North America
 Robert Larry
  Graham Davy
  Robert Kelman
  Darron McGree
  Alan Ratner
  B. Compensation
  47




---



##### Table of Contents



Director Compensation
     From1 July 2009From
    
    
    toNED Fees in A$ (per annum)
    
    July 1, 2011
    
    
    June 30, 2011Base fee (Chairman)
    
    
    450,528
    
    
    
    433,200Base fee (Non-executive Director)
    
    
    203,424
    
    
    
    195,600Chairperson Risk, Audit & Compliance Committee
    
    
    65,000
    
    
    
    60,000Chairperson Safety, Health, Environment &
Community Committee
    
    
    35,000
    
    
    
    30,000Chairperson Remuneration Committee
    
    
    35,000
    
    
    
    30,000Chairperson Finance & Investment Committee
    
    
    35,000
    
    
    
    30,000Chairperson Nomination/Governance Committee
    
    
    35,000
    
    
    
    30,000
     48




---



##### Table of Contents



Short-Term
    
    
    Post-EmploymentBenefits
    
    
    BenefitsRetire-(in A$)
    
    
    
    
    
    Super-
    
    
    mentName
    
    Cash Fees3
    
    
    annuation
    
    
    Benefits
    
    
    TotalPaul J. Varello1,4
    
    
    478,271
    
    
    
    
    
    
    
    
    
    
    
    478,271Norman R. Bobins1,4
    
    
    249,073
    
    
    
    
    
    
    
    
    
    
    
    249,073Geoffrey N. Brunsdon
    
    
    195,600
    
    
    
    17,604
    
    
    
    
    
    
    
    213,204J. Michael Feeney
    
    
    225,600
    
    
    
    20,304
    
    
    
    23,258
    
    
    
    269,162Robert Lewon1,4
    
    
    249,073
    
    
    
    
    
    
    
    
    
    
    
    249,073Gerald E. Morris1,4
    
    
    282,193
    
    
    
    
    
    
    
    
    
    
    
    282,193Christopher J. Renwick
    
    
    225,600
    
    
    
    20,304
    
    
    
    
    
    
    
    245,904M. Paul Sukagawa2
    
    
    195,600
    
    
    
    
    
    
    
    
    
    
    
    195,600James T. Thompson1,4
    
    
    216,145
    
    
    
    
    
    
    
    
    
    
    
    216,145
 
 1
    
    Messrs. Bobins, Lewon, Morris, Thompson and Varello receive their payments in US
dollars.2
    
    Mr. Sukagawa was appointed to the Board on November 20, 2009 as a representative
director of Mitsui. He is currently employed by a subsidiary of Mitsui and as a result his
director fees are paid to a Mitsui affiliate in Australia.3
    
    Figure shown is after fee sacrifice to superannuation.4
    
    Fees for fiscal 2011 that were paid in US dollars were converted at a rate of A$1 to
US$.9626. This exchange rate was set by the Board in July 2008. In July 2011, the Remuneration
Committee determined that fees to be paid in fiscal 2012 in US dollars will be converted at a rate
of A$1 to US$1. Executive Officer Compensation
 Executive remuneration policy
   Fixed Remuneration
  49




---



##### Table of Contents



Variable Pay
        50




---



##### Table of Contents



Pension
    
    
    Other
    
    
    Share-and
    
    
    Long-
    
    
    basedCash
    
    
    Other
    
    
    Super-
    
    
    Term
    
    
    Pay-Name
    
    Salary1
    
    
    Bonus2
    
    
    Benefits3
    
    
    annuation
    
    
    Benefits4
    
    
    ments5
    
    
    Total(in A$)Daniel Dienst6
    
    
    1,305,536
    
    
    
    1,603,851
    
    
    
    44,043
    
    
    
    37,166
    
    
    
    
    
    
    
    3,473,987
    
    
    
    6,464,583Graham Davy6
    
    
    449,905
    
    
    
    772,880
    
    
    
    32,780
    
    
    
    26,256
    
    
    
    
    
    
    
    603,437
    
    
    
    1,885,258Robert Kelman6
    
    
    652,768
    
    
    
    130,554
    
    
    
    36,972
    
    
    
    29,482
    
    
    
    5,060
    
    
    
    661,570
    
    
    
    1,516,406Robert Larry6
    
    
    652,768
    
    
    
    616,866
    
    
    
    36,100
    
    
    
    31,731
    
    
    
    5,060
    
    
    
    959,237
    
    
    
    2,301,762Darron McGree
    
    
    605,611
    
    
    
    720,391
    
    
    
    4,401
    
    
    
    105,603
    
    
    
    21,703
    
    
    
    575,638
    
    
    
    2,033,347Alan Ratner6,7
    
    
    652,768
    
    
    
    130,554
    
    
    
    22,221
    
    
    
    18,236
    
    
    
    
    
    
    
    714,755
    
    
    
    1,538,534Michael Lion6
    
    
    632,527
    
    
    
    724,117
    
    
    
    128,810
    
    
    
    
    
    
    
    
    
    
    
    301,890
    
    
    
    1,787,344
 
 1
    
    Cash salary includes amounts sacrificed in lieu of other benefits at the discretion of
the individual.2
    
    Cash bonus amount reflects the amount accrued for all executives under the fiscal 2011
short-term incentive plan. Amount for Mr. Lion also includes a A$202,409 signing bonus and a A$50,602 special bonus relating to fiscal 2010.3
    
    Other short-term benefits include auto allowances, health and life insurance benefits,
amounts accrued for annual leave during the period and personal security payments (for Mr. Dienst).
Effective for fiscal 2011, we instituted a Paid Time Off policy for U.S. employees which included
a carryover feature of up to two weeks.4
    
    Other long-term benefits include amounts accrued for cash-based long-term incentive
plans, long-service leave and deferred compensation plans.5
    
    Share-based payments represent the accounting expense (as computed pursuant to IFRS 2
Share-based Payments) recognized by the Company for share-based awards.6
    
    Messrs. Dienst, Kelman, Larry, Lion and Ratner receive their cash payments in US
dollars. Mr. Davy receives his cash payments in pounds sterling.7
    
    Mr. Ratner received an overpayment of his car allowance in prior years which resulted
in a repayment of A$14,169 in fiscal 2011. The amounts represented in the table above represent
the actual amounts paid to Mr. Ratner. No adjustment has been made to reflect the related
repayment. Share-based Plan Awards
  Number
    
    
    ExerciseName
    
    Grant Date
    
    
    Granted
    
    
    Price
    
    
    Expiration DateOrdinary shares (A$)Graham Davy
    
    November 30, 2010
    
    
    42,472
    
    
    $
    17.62
    
    
    November 30, 2017Darron McGree
    
    November 30, 2010
    
    
    56,562
    1
    
    $
    17.62
    
    
    November 30, 2017ADS (US$)Daniel Dienst
    
    November 22, 2010
    
    
    203,908
    
    
    $
    16.73
    
    
    November 22, 2017Robert Kelman
    
    November 30, 2010
    
    
    50,977
    
    
    $
    16.98
    
    
    November 30, 2017Robert Larry
    
    November 30, 2010
    
    
    63,721
    
    
    $
    16.98
    
    
    November 30, 2017Michael Lion
    
    November 30, 2010
    
    
    39,517
    
    
    $
    16.98
    
    
    November 30, 2017Alan Ratner
    
    November 30, 2010
    
    
    50,977
    
    
    $
    16.98
    
    
    November 30, 2017
 
 1
    
    Represents a cash-settled phantom option grant.  51




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##### Table of Contents



NumberName
    
    Grant Date
    
    GrantedDaniel Dienst
    
    November 22, 2010
    
    
    271,865Graham Davy
    
    November 30, 2010
    
    
    18,410Robert Kelman
    
    November 30, 2010
    
    
    33,983Robert Larry
    
    November 30, 2010
    
    
    42,479Michael Lion
    
    November 30, 2010
    
    
    26,344Darron McGree
    
    November 30, 2010
    
    
    24,517Alan Ratner
    
    November 30, 2010
    
    
    33,983
    C. Board Practices
    Committees of the Board
  52




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##### Table of Contents



Remuneration Committee
   
    
    remuneration and incentive performance packages of the CEO and direct reports to the
CEO;
    
    recruitment, retention and termination policies and procedures;
    
    introduction and application of equity-based schemes, including allocations; and
    
    level of annual fees paid to the non-executive directors.
 Risk, Audit & Compliance Committee
   
    
    reviewing and assessing the internal and external reporting of financial information;
    
    assessing management processes supporting the integrity and reliability of our financial
and management reporting systems and our external reporting;
    
    overseeing the relationship with and performance of the external auditor and assessing
the independence of the external auditor; and
    
    overseeing the performance of the internal audit function.
  Safety, Health, Environment & Community Committee
  53




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##### Table of Contents



Nomination/Governance Committee
   Finance & Investment Committee
   D. Employees
  As of June 30,2011
    
    
    2010
    
    
    2009Australasia
    
    
    985
    
    
    
    895
    
    
    
    945North America
    
    
    3,536
    
    
    
    3,370
    
    
    
    3,248Europe
    
    
    1,727
    
    
    
    1,307
    
    
    
    1,340Total employees
    
    
    6,248
    
    
    
    5,572
    
    
    
    5,533
    54




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##### Table of Contents



E. Share Ownership
  Numberof ordinary sharesName
    
    heldDirectors:Norman R. Bobins
    
    
    54,600Geoffrey N. Brunsdon
    
    
    3,870Daniel W. Dienst
    
    
    597,293John T. DiLacqua
    
    
    J. Michael Feeney
    
    
    27,789Robert Lewon
    
    
    Gerald E. Morris
    
    
    35,000Christopher J. Renwick
    
    
    3,144Heather Ridout
    
    
    M. Paul Sukagawa
    
    
    James T. Thompson
    
    
    12,000Paul J. Varello
    
    
    82,325Executive officers:Graham Davy
    
    
    67,170Robert Kelman
    
    
    Robert Larry
    
    
    54,477Darron McGree
    
    
    47,462Alan Ratner
    
    
    75,718
  
 Item 7. Major Shareholders and Related Party Transactions
 A. Major Shareholders
  55




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##### Table of Contents



Number ofOrdinaryPrincipal Beneficial Shareholders
    
    Shares
    
    PercentageMitsui Raw Materials Development Pty Limited
    
    
    36,151,787
    
    
    
    17.60
    %IOOF Holdings Limited
    
    
    14,570,156
    
    
    
    7.09
    %Legg Mason Asset Management Limited
    
    
    12,374,033
    
    
    
    6.02
    %
  Significant Changes in the Ownership of Major Shareholders
 IOOF Holdings Limited
 M&G Investment Funds.
 Major Shareholders Voting Rights
  Record Holders
  B. Related Party Transactions
  56




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##### Table of Contents



C. Interests of Experts and Counsel
  
 Item 8. Financial Information
 A. Consolidated Statements and Other Financial Information
  Export Sales
  Legal Proceedings
  Dividend Policy
   
    
    assets to exceed its liabilities immediately before the dividend is declared and the
excess to be sufficient for the payment of the dividend; and
    
    the payment of the dividend to be fair and reasonable to shareholders as a whole; and
    
    the payment of the dividend to not materially prejudice the ability to pay its
creditors.
    57




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##### Table of Contents



B. Significant Changes
  
 Item 9. The Offer and Listing
 A. Offer and Listing Details
   ASX PricePer Share A$
    
    
    NYSE Price Per Share US$High
    
    
    Low
    
    
    High
    
    
    LowYear ended June 30, 2011:First Quarter
    
    
    19.00
    
    
    
    15.38
    
    
    
    17.79
    
    
    
    13.00Second Quarter
    
    
    22.36
    
    
    
    15.23
    
    
    
    22.41
    
    
    
    15.45Third Quarter
    
    
    22.02
    
    
    
    15.90
    
    
    
    22.27
    
    
    
    15.79Fourth Quarter
    
    
    18.59
    
    
    
    15.75
    
    
    
    20.05
    
    
    
    16.63Year ended June 30, 2010:First Quarter
    
    
    29.15
    
    
    
    22.10
    
    
    
    23.74
    
    
    
    18.21Second Quarter
    
    
    24.00
    
    
    
    19.38
    
    
    
    22.11
    
    
    
    17.11Third Quarter
    
    
    25.50
    
    
    
    18.86
    
    
    
    23.60
    
    
    
    16.30Fourth Quarter
    
    
    23.43
    
    
    
    16.34
    
    
    
    21.47
    
    
    
    14.10Year ended June 30, 2009
    
    
    43.20
    
    
    
    10.68
    
    
    
    41.49
    
    
    
    6.97Year ended June 30, 2008
    
    
    42.41
    
    
    
    29.62
    
    
    
    40.99
    
    
    
    27.25Year ended June 30, 2007
    
    
    28.65
    
    
    
    22.62
    
    
    
    n/a
    
    
    
    n/aMost recent six months:October 2011 (through October 6)
    
    
    12.29
    
    
    
    11.54
    
    
    
    12.18
    
    
    
    10.62September 2011
    
    
    15.45
    
    
    
    12.02
    
    
    
    16.33
    
    
    
    11.68August 2011
    
    
    17.42
    
    
    
    13.36
    
    
    
    18.91
    
    
    
    14.35July 2011
    
    
    18.57
    
    
    
    16.60
    
    
    
    19.79
    
    
    
    18.18June 2011
    
    
    17.79
    
    
    
    15.75
    
    
    
    19.10
    
    
    
    16.63May 2011
    
    
    18.59
    
    
    
    16.56
    
    
    
    20.05
    
    
    
    17.52April 2011
    
    
    17.97
    
    
    
    16.17
    
    
    
    19.54
    
    
    
    17.09
 58




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##### Table of Contents



B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
  
 Item 10. Additional Information
 A. Share Capital
  B. Memorandum and Articles of Association
 General
   Directors
  59




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60




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Rights and Restrictions on Classes of Shares
   Dividend Rights
  Voting Rights
     Preemptive Rights
  Share Repurchases
  61




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Liability to Further Calls
     Liquidation Rights
    Annual General Meetings and General Meetings of Shareholders
   62




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Foreign Ownership Regulation
  Restrictions on Takeovers
    Ownership Threshold
  C. Material Contracts
  Primary Credit Facilities Provided by CBA, WBC, HSBC, BOA and NAB
  63




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D. Exchange Controls
  
    
    withholding for Australian tax due in respect of dividends (to the extent they are
unfranked) and interest and royalties paid to non-residents of Australia;
    
    a requirement for approval from the Reserve Bank of Australia or in some cases the
Minister for Foreign Affairs and the Department of Foreign Affairs and Trade, or DFAT, for
certain payments or dealings in or out of Australia to or on behalf of:
 
    
    certain supporters of the former government of the Federal Republic of Yugoslavia;
    
    the Taliban or any undertaking owned or controlled directly or indirectly by the
Taliban and certain other named terrorist organizations and individuals such as
Al-Qaida;
    
    certain ministers and senior officials of the Government of Zimbabwe;
    
    certain Burmese regime figures and supporters;
    
    certain entities associated with North Korea;
    
    certain entities and persons associated with the Gadhafi regime;
    
    certain entities and persons responsible for or involved in human rights abuses in Syria; or
    
    certain entities and persons associated with Iran; and
 
    
    sanctions with respect to financial transactions also exist in relation to certain
individuals and entities in the Democratic Republic of Congo, Eritrea, Liberia, Sudan, Cote
dIvoire, Sierra Leone, Lebanon and Somalia. These sanctions are administered by DFAT,
based on the Charter of the United Nations (Dealing with Assets) Regulations 2008 (Cth).
   E. Taxation
 Commonwealth of Australia Taxation
   64




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Taxation of dividends
        65




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Gain or loss on disposition of shares
  Capital Account
  (a)
    
    the shares are held as part of a trade or business conducted through a
permanent establishment in Australia; or
 (b)
    
    the shareholder and its associates hold (or have held the shares for a 12 month
period during the last 24 months) an interest of 10% or more in the issued capital of
the company and more than 50% of the market value of the companys assets relate to
Australian real property.
    
    
    taxed on any capital gain after allowing for cost base indexation up to September 30,
1999 (essentially when indexation ceased) where the shares have been held for at least 12
months (i.e. the difference between the disposal price and the original cost indexed for
inflation over the period to September 30, 1999); or
    
    taxed on 50% of the actual capital gain (without adjustment for inflation indexation)
where the shares have been held for at least 12 months.
   66




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##### Table of Contents



Revenue Account
  (a)
    
    If the US investor holds the shares as part of a trade or business conducted through a
permanent establishment in Australia, any profit on disposal would be assessable and
subject to ordinary income tax. (Any losses on disposal may constitute an allowable
deduction.)(b)
    
    If the US investor does not hold the shares as part of a trade or business conducted
through a permanent establishment in Australia, then the Tax Treaty should operate to
ensure that the taxing of any profits arising on the sale of shares should only occur in
the US even if the source of that profit is Australian. The only exception is if the
profits are in respect of the disposal of shares which consist wholly or principally of
real property situated in Australia in which case Australia will have taxing rights under
the Tax Treaty.
  Australian Goods and Services tax (GST) and Australian Stamp Duty
  Australian Gift and Estate Tax
  US Federal Taxation
  67




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##### Table of Contents




    
    a citizen or resident of the US;
    
    a domestic corporation;
    
    an estate whose income is subject to US federal income tax regardless of its source; or
    
    a trust if a US court can exercise primary supervision over the trusts administration
and one or more US persons are authorized to control all substantial decision of the trust.
 Taxation of dividends
    68




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Taxation of capital gains
  Passive foreign investment company (PFIC)
    69




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70




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Information reporting and backup withholding
    F. Dividends and Paying Agents
  G. Statements by Experts
  H. Documents on Display
  I. Subsidiary Information
  71




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##### Table of Contents



Item 11.Quantitative and Qualitative Disclosures About Market Risk
  
 Item 12. Description of Securities Other than Equity Securities
 A. Debt Securities
  B. Warrants and Rights
  C. Other Securities
  D. American Depositary Shares
   
    
    a fee not in excess of US $5 per 100 ADSs for the execution and delivery of receipts and the surrender of receipts;
    
    a fee not in excess of US $0.01 per ADS for each cash distribution pursuant to the deposit agreement; and
    
    a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities, but which securities were instead distributed by the depositary to ADR holders.
  
    
    taxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying any ADS;
    
    transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);
 72




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##### Table of Contents




    
    any cable, telex, facsimile transmission and delivery expenses incurred by the
depositary; and
    
    customary expenses incurred by the depositary in the conversion of foreign currency,
including, without limitation, expenses incurred on behalf of registered holders in
connection with compliance with foreign exchange control restrictions and other applicable
regulatory requirements.
 
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 A. Disclosure Controls and Procedures
  B. Managements Annual Report on Internal Control over Financial Reporting
    73




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##### Table of Contents



C. Attestation Report of the Registered Public Accounting Firm
  D. Changes in Internal Control over Financial Reporting
  
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
 Code of Conduct
   Anti-corruption Code
  Dealing in Sims Metal Management Limited Securities
  74




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Item 16C. Principal Accountant Fees and Services
   Fiscal years endingJune 30,in A$000
    
    2011
    
    
    2010Audit fees
    
    
    5,296
    
    
    
    5,249Audit-related fees
    
    
    55
    
    
    
    499Tax fees
    
    
    307
    
    
    
    553All other
fees
    
    
    11
    
    
    
    86Total
    
    
    5,669
    
    
    
    6,387
 Pre-Approval Policies and Procedures
  
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16F. Change in Registrants Certifying Accountant
  75




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Item 16G. Corporate Governance
  
    
    Our Nomination/Governance Committee is not composed entirely of independent directors.
    
    Our Nomination/Governance Committee Charter does not include a mandate to:
 
    
    develop and recommend to the Board a set of corporate governance principles
applicable to the corporation (which is largely a Board function), though it does
mandate the Nomination/Governance Committee to review our corporate governance
procedures and any statement on corporate governance and recommend changes to the Board
as appropriate;
    
    select, or to recommend that the Board select, the director nominees for the next
annual meeting of shareholders (this is governed by our constitution); or
    
    oversee the evaluation of management (the Board undertakes an evaluation of the
Group Chief Executive Officer, and the Group Chief Executive Officer evaluates other
management).
 
    
    Our Remuneration Committee charter does not:
 
    
    include a mandate to review and approve the corporate goals and objectives relevant
to Group Chief Executive Officer compensation, evaluate the Group Chief Executive
Officers performance in light of those goals and objectives and, either as a Committee
or together with the other independent directors (as directed by the Board), determine
and approve the Group Chief Executive Officers compensation level based on this
evaluation (these responsibilities rest with the Board, although the Committees
charter does include a mandate to review and make recommendations to the Board on
remuneration policies and practices for the Group Chief Executive Officer, and the
remuneration and incentive performance package of the Group Chief Executive Officer,
as well as overseeing the annual performance appraisal of the Group Chief Executive
Officer);
    
    specify the qualifications of its members or its reporting obligations to the Board;
    
    include a mandate to report on executive officer compensation (such disclosure is
made in the remuneration report in our home annual report); or
    
    give the Remuneration Committee sole authority to retain and terminate a search firm
or to approve a consultants fees and other retention terms (although the Remuneration
Committee is authorized to obtain professional advice on any matters within its
charter).
 
    
    Shareholders are not provided the opportunity to vote on certain new equity compensation
plans or material revisions to existing equity compensation plans, such as our Long Term
Incentive Plan (as this is not obligatory under the listing rules of the ASX).
    
    We have not published a set of corporate governance guidelines as set forth in Section
303A.09.
However, we do provide information on corporate governance policies and practices as
required
 76




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##### Table of Contents



by the listing rules of the ASX, which are available in our annual report and on
our website. Specifically, we do not have corporate governance guidelines with respect to
the procedure for how a director may access management, or director compensation information
(however, such disclosure is made in the remuneration report in our home annual report).
 
 PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  Consolidated Financial Statements  Sims Metal Management Limited
 Report of Independent Registered Public Accounting Firm
    
    F-1Consolidated Income Statements
    
    F-2Consolidated Statements of Comprehensive Income
    
    F-3Consolidated Statements of Financial Position
    
    F-4Consolidated Statements of Changes in Equity
    
    F-5Consolidated Statements of Cash Flows
    
    F-6Notes to the Consolidated Financial Statements
    
    F-7
 77




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##### Table of Contents



Item 19. Exhibits
 
 Exhibit Index
 ExhibitNumber
    

Description1.1
    
    Constitution of the Registrant (incorporated by reference to Exhibit 1.1 on Form 20-F filed
on December 6, 2010).2.1
    
    Form of Deposit Agreement among the Registrant, The Bank of New York, as the depositary, and
all owners and holders from time to time of American Depositary Shares issued thereunder
(incorporated by reference to Exhibit 4.1 on Form F-4/A filed on February 8, 2008).2.2
    
    Top-Up Deed, dated April 2, 2007, by and between the Registrant and Votraint No. 1652 Pty
Limited (Mitsui) (incorporated by reference to Exhibit 4.2 on Form F-4 filed on November 28,
2007).2.3
    
    Amendment Deed, dated November 27, 2007, by and between the Registrant and Mitsui Raw
Materials Development Pty Limited (incorporated by reference to Exhibit 4.3 on Form F-4 filed
on November 28, 2007).4.1
    
    Rules of the Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.1 on Form
F-4 filed on November 28, 2007).4.2
    
    Executive Long Term Incentive Plan Rules (incorporated by reference to Exhibit 10.2 on Form
F-4 filed on November 28, 2007).4.3
    
    Long Term Incentive Plan Rules, as amended October 23, 2008 (incorporated by reference
to Exhibit 4.5 on Form S-8 filed on January 23, 2009).4.4
    
    Sims Group Limited Transition Incentive Stock Plan (incorporated by reference to Exhibit 10.1
on Form S-8 filed on March 14, 2008).4.5
    
    Employment Agreement, dated January 8, 2007, by and between the Registrant and Graham Davy
(incorporated by reference to Exhibit 10.9 on Form F-4 filed on November 28, 2007).4.6
    
    Employment Agreement, dated January 8, 2007, by and between the Registrant and Darron McGree
(incorporated by reference to Exhibit 10.11 on Form F-4 filed on November 28, 2007).4.7
    
    Letter Agreement, dated September 24, 2007, by and between the Registrant and Robert C. Larry
(incorporated by reference to Exhibit 10.12 on Form F-4 filed on November 28, 2007).4.8
    
    Letter Agreement, dated September 24, 2007, by and between the Registrant and Daniel W.
Dienst (incorporated by reference to Exhibit 10.13 on Form F-4 filed on November 28, 2007).4.9
    
    Operating Agreement of SA Recycling LLC, dated as of September 1, 2007, by and between Adams
Steel, LLC and Simsmetal West LLC (f/k/a Sims Hugo Neu West LLC) (incorporated by reference to
Exhibit 10.14 on Form F-4/A filed on January 17, 2008).4.10
    
    Second Amended and Restated Credit Agreement, dated as of June 23, 2011, by and among
Sims Group USA Holdings Corporation, certain of its affiliates as Borrowers, and Bank of
America, N.A. as Lender (BofA).4.11
    
    Letter from BofA to Sims Metal Management Limited, dated June 23, 2011, regarding application
of clause 7.17 of the Common Terms Deed 2011.4.12
    
    Amendment and Restatement Deed, dated June 23, 2011, by and among each company listed
in Schedule 1 thereto as a borrower, each company listed in Schedule 2 thereto as a guarantor,
and each financial institution listed in Schedule 3 as the lenders (which are HSBC Bank
Australia Limited, HSBC Bank plc, HSBC Bank USA, National Association and The Hongkong and
Shanghai Banking Corporation Limited (together HSBC)). Attached thereto as Schedule 4 is
the Amended and Restated Form of Facility Agreement.4.13
    
    Amendment and Restatement Deed, dated June 23, 2011, by and among each company listed
in schedule 1 thereto as a borrower and Commonwealth Bank of Australia (CBA). Attached
thereto as Schedule 2 is the Amended and Restated Form of Facility Agreement.
 78




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##### Table of Contents



4.14
    
    Group Limit Facility dated November 2, 2009 between, amongst others, CBA and Sims Metal
Management Limited (incorporated by reference to Exhibit 4.15 on Form 20-F/A filed on April
14, 2010).4.15
    
    Amendment and Restatement Deed, dated June 23, 2011, by and among National
Australia Bank Limited (NAB), Sims Metal Management Limited and the companies listed in
Schedule 1 thereto as borrowers. Attached thereto as an Annexure is the Amended and Restated
Facility Agreement.4.16
    
    Amendment and Restatement Deed, dated June 23, 2011, by and among Westpac
Banking Corporation (WBC and together with BofA, HSBC, CBA and NAB, the Banks), Sims Metal
Management Limited and the companies listed in Schedule 1 thereto as borrowers. Attached
thereto as an Annexure is the Amended and Restated Facility Agreement.4.17
    
    Common Terms Deed, dated June 23, 2011, between Sims Metal Management Limited, each party
listed in Part 1 of Schedule 1 thereto as original borrowers, each party listed in Part 2 of
Schedule 1 thereto as an original guarantor, and each party listed in Part 3 of Schedule 1
thereto as an original lender (which are each of the Banks).4.18
    
    Deed of Amendment, dated September 21, 2011, among Sims Metal Management Limited for itself
and as attorney for each other Transaction Party pursuant to clause 15.2 of the Common Terms
Deed and each of the Banks.8.1
    
    List of subsidiaries.12.1
    
    Certification of Group Chief Executive Officer pursuant to Rule 13 (a)  14(a) of the
Securities Exchange Act of 1934.12.2
    
    Certification of Group Chief Financial Officer pursuant to Rule 13 (a)  14(a) of the
Securities Exchange Act of 1934.13.1
    
    Certification of Group Chief Executive Officer and Group Chief Financial Officer pursuant to
Rule 13(a)  14 (b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1
    
    Consent of Independent Registered Public Accounting Firm to the incorporation of the audit
report relating to Sims Metal Management Limited and effectiveness of internal control over
financial reporting of Sims Metal Management Limited by reference in registration statements
on Form S-8.
 
 
    
    Portions of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Commission under Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. The omitted confidential material has been filed separately with the Commission. The
location of the confidential information is indicated in the exhibit with brackets and a bullet
point ([]). 
 SIGNATURES
  Sims Metal Management LimitedBy:
    /s/ Frank M. MorattiFrank M. MorattiCompany Secretary and General Counsel  79




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Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
      PricewaterhouseCoopers, ABN 52 780 433 757  Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
 F-1




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##### Table of Contents



Sims Metal Management Limited
Consolidated Income Statements
For the year ended 30 June 2011
 2011

    
    2010

    
    2009Note

    
    A$m

    
    A$m

    
    A$mRevenue
    
    
    5
    
    
    
    8,852.9
    
    
    
    7,458.5
    
    
    
    8,641.0Other income
    
    
    6
    
    
    
    42.5
    
    
    
    25.2
    
    
    
    33.7Raw materials used and changes in inventories
    
    
    10
    
    
    
    (6,693.2
    )
    
    
    (5,344.3
    )
    
    
    (6,272.6
    )Freight expense
    
    
    
    
    
    
    (715.1
    )
    
    
    (716.0
    )
    
    
    (919.3
    )Employee benefits expense
    
    
    
    
    
    
    (409.7
    )
    
    
    (433.0
    )
    
    
    (592.4
    )Depreciation and amortisation expense
    
    
    7
    
    
    
    (130.6
    )
    
    
    (143.9
    )
    
    
    (170.8
    )Repairs and maintenance expense
    
    
    
    
    
    
    (123.5
    )
    
    
    (111.7
    )
    
    
    (147.8
    )Other expenses
    
    
    
    
    
    
    (548.5
    )
    
    
    (538.4
    )
    
    
    (542.2
    )Finance costs
    
    
    7
    
    
    
    (27.1
    )
    
    
    (16.4
    )
    
    
    (21.5
    )Goodwill impairment charge
    
    
    13
    
    
    
    -
    
    
    
    -
    
    
    
    (191.1
    )Share of pre-tax profit of investments
accounted for using the
equity method
    
    
    29
    
    
    
    29.5
    
    
    
    14.5
    
    
    
    60.8Profit/(loss) before income tax
    
    
    
    
    
    
    277.2
    
    
    
    194.5
    
    
    
    (122.2
    )Income tax expense
    
    
    8
    
    
    
    (85.1
    )
    
    
    (67.8
    )
    
    
    (28.1
    )Profit/(loss) for the year
    
    
    
    
    
    
    192.1
    
    
    
    126.7
    
    
    
    (150.3
    )
 A¢

    
    A¢

    
    A¢Earnings/(loss) per share:Basic
    
    
    3
    
    
    
    93.9
    
    
    
    64.9
    
    
    
    (82.5
    )Diluted
    
    
    3
    
    
    
    93.3
    
    
    
    64.5
    
    
    
    (82.5
    )
  F-2




---



##### Table of Contents



Sims Metal Management Limited
Consolidated Statements of Comprehensive Income
For the year ended 30 June 2011
 2011

    
    2010

    
    2009Note

    
    A$m

    
    A$m

    
    A$mProfit/(loss) for the year
    
    
    
    
    
    
    192.1
    
    
    
    126.7
    
    
    
    (150.3
    )Other comprehensive (loss)/incomeChanges in the fair value of other financial assets, net of tax
    
    
    20
    
    
    
    0.8
    
    
    
    (0.8
    )
    
    
    -Changes in the fair value of derivatives held as cash flow
hedges, net of tax
    
    
    20
    
    
    
    0.5
    
    
    
    (1.1
    )
    
    
    0.9Exchange differences on translation of foreign operations, net
of tax
    
    
    20
    
    
    
    (523.9
    )
    
    
    (121.3
    )
    
    
    337.1Actuarial gain/(loss) on defined benefit plans, net of tax
    
    
    18(e)
    
    
    
    2.8
    
    
    
    (2.7
    )
    
    
    (5.4
    )Other comprehensive (loss)/income for the year, net of tax
    
    
    
    
    
    
    (519.8
    )
    
    
    (125.9
    )
    
    
    332.6Total comprehensive (loss)/income for the year
    
    
    
    
    
    
    (327.7
    )
    
    
    0.8
    
    
    
    182.3
  F-3




---



##### Table of Contents



Sims Metal Management Limited
Consolidated Statements of Financial Position
As at 30 June 2011
 2011

    
    2010Note

    
    A$m

    
    A$mASSETSCurrent assetsCash and cash equivalents
    
    
    32
    
    
    
    165.5
    
    
    
    132.3Trade and other receivables
    
    
    9
    
    
    
    606.7
    
    
    
    576.2Inventory
    
    
    10
    
    
    
    978.5
    
    
    
    776.9Other financial assets
    
    
    11
    
    
    
    15.8
    
    
    
    8.7Total current assets
    
    
    
    
    
    
    1,766.5
    
    
    
    1,494.1Non-current assetsReceivables
    
    
    9
    
    
    
    9.6
    
    
    
    7.9Investments accounted for using the equity method
    
    
    29
    
    
    
    310.3
    
    
    
    369.5Other financial assets
    
    
    11
    
    
    
    2.7
    
    
    
    21.4Property, plant and equipment
    
    
    12
    
    
    
    865.5
    
    
    
    925.8Retirement benefit assets
    
    
    18
    
    
    
    0.9
    
    
    
    -Deferred tax assets
    
    
    8
    
    
    
    99.4
    
    
    
    74.1Goodwill
    
    
    13
    
    
    
    988.7
    
    
    
    1,151.7Other intangible assets
    
    
    14
    
    
    
    136.2
    
    
    
    195.2Total non-current assets
    
    
    
    
    
    
    2,413.3
    
    
    
    2,745.6Total assets
    
    
    
    
    
    
    4,179.8
    
    
    
    4,239.7LIABILITIESCurrent liabilitiesTrade and other payables
    
    
    15
    
    
    
    747.3
    
    
    
    614.2Borrowings
    
    
    16
    
    
    
    0.5
    
    
    
    0.6Other financial liabilities
    
    
    11
    
    
    
    5.8
    
    
    
    5.0Current tax liabilities
    
    
    
    
    
    
    32.6
    
    
    
    23.2Provisions
    
    
    17
    
    
    
    37.1
    
    
    
    31.1Total current liabilities
    
    
    
    
    
    
    823.3
    
    
    
    674.1Non-current liabilitiesPayables
    
    
    
    
    
    
    3.7
    
    
    
    3.3Borrowings
    
    
    16
    
    
    
    291.2
    
    
    
    116.6Deferred tax liabilities
    
    
    8
    
    
    
    119.6
    
    
    
    133.7Provisions
    
    
    17
    
    
    
    18.6
    
    
    
    22.2Retirement benefit obligations
    
    
    18
    
    
    
    2.9
    
    
    
    11.0Total non-current liabilities
    
    
    
    
    
    
    436.0
    
    
    
    286.8Total liabilities
    
    
    
    
    
    
    1,259.3
    
    
    
    960.9Net assets
    
    
    
    
    
    
    2,920.5
    
    
    
    3,278.8EQUITYContributed equity
    
    
    19
    
    
    
    2,817.9
    
    
    
    2,795.2Reserves
    
    
    20
    
    
    
    (446.3
    )
    
    
    58.1Retained earnings
    
    
    20
    
    
    
    548.9
    
    
    
    425.5Total equity
    
    
    
    
    
    
    2,920.5
    
    
    
    3,278.8
  F-4




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##### Table of Contents



Sims Metal Management Limited
Consolidated Statements of Changes in Equity
For the year ended 30 June 2011
 Contrib-uted

    
    
    
    
    
    Retained

    
    Totalequity

    
    Reserves

    
    earnings

    
    equityNote

    
    A$m

    
    A$m

    
    A$m

    
    A$mBalance at 1 July 2008
    
    
    
    
    
    
    2,325.9
    
    
    
    (174.3
    )
    
    
    682.3
    
    
    
    2,833.9Loss for the year
    
    
    
    
    
    
    -
    
    
    
    -
    
    
    
    (150.3
    )
    
    
    (150.3
    )Other comprehensive income
    
    
    
    
    
    
    -
    
    
    
    338.0
    
    
    
    (5.4
    )
    
    
    332.6Total comprehensive income for the year
    
    
    
    
    
    
    -
    
    
    
    338.0
    
    
    
    (155.7
    )
    
    
    182.3Transactions with owners in their capacity as
owners:Dividends provided for or paid
    
    
    21
    
    
    
    -
    
    
    
    -
    
    
    
    (186.5
    )
    
    
    (186.5
    )Share-based payments
    
    
    
    
    
    
    0.4
    
    
    
    2.3
    
    
    
    -
    
    
    
    2.7Dividend reinvestment plan
    
    
    21
    
    
    
    26.6
    
    
    
    -
    
    
    
    -
    
    
    
    26.627.0
    
    
    
    2.3
    
    
    
    (186.5
    )
    
    
    (157.2
    )Balance at 30 June 2009
    
    
    
    
    
    
    2,352.9
    
    
    
    166.0
    
    
    
    340.1
    
    
    
    2,859.0Profit for the year
    
    
    
    
    
    
    -
    
    
    
    -
    
    
    
    126.7
    
    
    
    126.7Other comprehensive loss
    
    
    
    
    
    
    -
    
    
    
    (123.2
    )
    
    
    (2.7
    )
    
    
    (125.9
    )Total comprehensive income for the year
    
    
    
    
    
    
    -
    
    
    
    (123.2
    )
    
    
    124.0
    
    
    
    0.8Transactions with owners in their capacity as
owners:Dividends provided for or paid
    
    
    21
    
    
    
    -
    
    
    
    -
    
    
    
    (38.6
    )
    
    
    (38.6
    )Share-based payments
    
    
    
    
    
    
    0.5
    
    
    
    15.3
    
    
    
    -
    
    
    
    15.8Issue of shares under institutional placement
    
    
    19
    
    
    
    391.4
    
    
    
    -
    
    
    
    -
    
    
    
    391.4Issue of shares under share purchase plan
    
    
    19
    
    
    
    41.2
    
    
    
    -
    
    
    
    -
    
    
    
    41.2Dividend reinvestment plan
    
    
    21
    
    
    
    9.2
    
    
    
    -
    
    
    
    -
    
    
    
    9.2442.3
    
    
    
    15.3
    
    
    
    (38.6
    )
    
    
    419.0Balance at 30 June 2010
    
    
    
    
    
    
    2,795.2
    
    
    
    58.1
    
    
    
    425.5
    
    
    
    3,278.8Profit for the year
    
    
    
    
    
    
    -
    
    
    
    -
    
    
    
    192.1
    
    
    
    192.1Other comprehensive loss
    
    
    
    
    
    
    -
    
    
    
    (522.6
    )
    
    
    2.8
    
    
    
    (519.8
    )Total comprehensive loss for the year
    
    
    
    
    
    
    -
    
    
    
    (522.6
    )
    
    
    194.9
    
    
    
    (327.7
    )Transactions with owners in their capacity as
owners:Dividends provided for or paid
    
    
    21
    
    
    
    -
    
    
    
    -
    
    
    
    (71.5
    )
    
    
    (71.5
    )Share-based payments
    
    
    
    
    
    
    3.6
    
    
    
    18.2
    
    
    
    
    
    
    
    21.8Dividend reinvestment plan
    
    
    21
    
    
    
    19.1
    
    
    
    -
    
    
    
    -
    
    
    
    19.122.7
    
    
    
    18.2
    
    
    
    (71.5
    )
    
    
    (30.6
    )Balance at 30 June 2011
    
    
    
    
    
    
    2,817.9
    
    
    
    (446.3
    )
    
    
    548.9
    
    
    
    2,920.5
  F-5




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##### Table of Contents



Sims Metal Management Limited
Consolidated Statements of Cash Flows
For the year ended 30 June 2011
 2011

    
    2010

    
    2009Note

    
    A$m

    
    A$m

    
    A$mCash flows from operating activitiesReceipts from customers (inclusive of goods and services
tax)
    
    
    
    
    
    
    8,776.0
    
    
    
    7,230.3
    
    
    
    9,232.8Payments to suppliers and employees (inclusive of goods and
services tax)
    
    
    
    
    
    
    (8,564.2
    )
    
    
    (7,305.1
    )
    
    
    (8,475.6
    )Interest received
    
    
    
    
    
    
    3.2
    
    
    
    2.8
    
    
    
    2.3Interest paid
    
    
    
    
    
    
    (21.9
    )
    
    
    (16.2
    )
    
    
    (20.9
    )Dividends received from associates and jointly controlled
entities
    
    
    29
    
    
    
    15.8
    
    
    
    19.6
    
    
    
    41.5Insurance recoveries
    
    
    
    
    
    
    7.6
    
    
    
    1.0
    
    
    
    12.3Income taxes (paid)/refunded
    
    
    
    
    
    
    (57.9
    )
    
    
    20.1
    
    
    
    (238.0
    )Net cash inflow/(outflow) from operating activities
    
    
    32
    
    
    
    158.6
    
    
    
    (47.5
    )
    
    
    554.4Cash flows from investing activitiesPayments for property, plant and equipment
    
    
    12
    
    
    
    (142.8
    )
    
    
    (120.9
    )
    
    
    (187.5
    )Payments for acquisition of subsidiaries, net of cash
acquired
    
    
    27
    
    
    
    (105.8
    )
    
    
    (113.4
    )
    
    
    (76.0
    )Payments for other financial assets
    
    
    
    
    
    
    (28.3
    )
    
    
    (22.8
    )
    
    
    -Proceeds from sale of other financial assets
    
    
    
    
    
    
    54.8
    
    
    
    -
    
    
    
    -Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    3.9
    
    
    
    8.1
    
    
    
    5.5Proceeds from sale of subsidiaries
    
    
    
    
    
    
    -
    
    
    
    -
    
    
    
    39.7Loan to a third party
    
    
    
    
    
    
    (10.2
    )
    
    
    -
    
    
    
    -Proceeds from repayment on a third party loan
    
    
    
    
    
    
    3.3
    
    
    
    -
    
    
    
    -Return of capital from jointly controlled entities
    
    
    29
    
    
    
    -
    
    
    
    0.4
    
    
    
    3.6Net cash outflow from investing activities
    
    
    
    
    
    
    (225.1
    )
    
    
    (248.6
    )
    
    
    (214.7
    )Cash flows from financing activitiesProceeds from borrowings
    
    
    
    
    
    
    3,177.7
    
    
    
    3,009.9
    
    
    
    1,847.3Repayment of borrowings
    
    
    
    
    
    
    (2,997.8
    )
    
    
    (3,051.1
    )
    
    
    (2,112.6
    )Fees paid for loan facilities
    
    
    
    
    
    
    (6.9
    )
    
    
    (3.2
    )
    
    
    (2.0
    )Proceeds from issue of shares
    
    
    
    
    
    
    3.6
    
    
    
    441.9
    
    
    
    0.4Transaction costs associated with issue of shares
    
    
    
    
    
    
    -
    
    
    
    (8.8
    )
    
    
    -Dividends paid
    
    
    21
    
    
    
    (52.4
    )
    
    
    (29.4
    )
    
    
    (159.9
    )Net cash inflow/(outflow) from financing activities
    
    
    
    
    
    
    124.2
    
    
    
    359.3
    
    
    
    (426.8
    )Net increase/(decrease) in cash and cash equivalents
    
    
    
    
    
    
    57.7
    
    
    
    63.2
    
    
    
    (87.1
    )Cash and cash equivalents at the beginning of the financial
year
    
    
    
    
    
    
    132.3
    
    
    
    69.5
    
    
    
    133.5Effects of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    (24.5
    )
    
    
    (0.4
    )
    
    
    23.1Cash and cash equivalents at the end of the financial year
    
    
    32
    
    
    
    165.5
    
    
    
    132.3
    
    
    
    69.5
  F-6




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies
  (a) Reporting entity
  (b) Basis of preparation
 Corporations Act 2001,
 Compliance with IFRS
  Historical cost convention
  Rounding of amounts
  (c) Critical accounting estimates
   F-7




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (c) Critical accounting estimates (continued)
 Inventories
  Taxation
   Impairment of goodwill and intangibles with indefinite useful  lives
  Share-based payments and defined benefit plans
  F-8




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (d) New accounting standards and interpretations
 IFRS
    
    
    
    
    
    Groupequivalent
    
    
    Impact on the
    
    
    AdoptionTitle
    
    
    reference
    
    
    Group
    
    
    DateRevised AASB 124  Related Party Disclosures
    
    
    Amendments to IAS 24
    
    
    No material impact
    
    
    1 July 2011AASB 2009-14 Amendments to  AustralianInterpretations  Prepayments of a Minimum
Funding Requirement
    
    
    IFRIC 14
    
    
    No material impact
    
    
    1 July 2011AASB 2010-6 Amendments to  Australian Accounting
Standards  Disclosures on Transfers of
Financial Assets
    
    
    Amendment to IFRS 7
    
    
    No material impact
    
    
    1 July 2011AASB 1054 Australian Additional  Disclosures
    
    
    -
    
    
    No material impact
    
    
    1 July 2011AASB 2011-1 Amendments to  Australian 
Accounting Standards arising from the Trans-Tasman Convergence Project
    
    
    -
    
    
    No material impact
    
    
    1 July 2011Revised AASB 101 Presentation of  Financial
Statements
    
    
    Revised IAS 1
    
    
    No material impact
    
    
    1 July 2012AASB 9 Financial Instruments2
    
    
    IFRS 9
    
    
    Not yet assessed
    
    
    1 July 2013AASB 2010-7 Amendments to  Australian Accounting Standards arising from AASB 9 (December 2010)
    
    
    IFRS 9 (December 2010)
    
    
    Not yet assessed
    
    
    1 July 2013Consolidated Financial  Statements1
    
    
    IFRS 10
    
    
    Not yet assessed
    
    
    1 July 2013Joint Arrangements1
    
    
    IFRS 11
    
    
    Not yet assessed
    
    
    1 July 2013Disclosure of Interests in Other  Entities1
    
    
    IFRS 12
    
    
    Not yet assessed
    
    
    1 July 2013Separate Financial Statements  (2011) 1
    
    
    Revised IAS 27
    
    
    Not yet assessed
    
    
    1 July 2013Investments in Associates and  Joint Ventures
(2011) 1
    
    
    Revised IAS 28
    
    
    Not yet assessed
    
    
    1 July 2013Fair Value  Measurement1
    
    
    IFRS 13
    
    
    Not yet assessed
    
    
    1 July 2013AASB 2011-4 Amendments to  Australian 
Accounting Standards to Remove Individual Key
Management Personnel Disclosures
    
    
    -
    
    
    No material impact
    
    
    1 July 2013Employee Benefits 1, 3
    
    
    Revised IAS 19
    
    
    Not yet assessed
    
    
    1 July 2013
 1
These standards have not yet been adopted by the AASB.2
    While the Group has not yet assessed the impact of this standard, when
adopted, this standard could change the classification and measurement of financial
assets.3
While the Group has not yet assessed the impact of this standard, when adopted, this
standard will lead to significant changes to the recognition and measurement of defined benefit
pension expense and to the disclosures for all employee benefits.
 F-9




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (e) Principles of consolidation
 (i) Subsidiaries
  (ii) Investments in associates and jointly controlled  entities (equity accounted investees)
       (iii) Joint venture operations
  F-10




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (e) Principles of consolidation (continued)
 (iv) Changes in ownership interests
   (f) Business combinations
    (g) Foreign currency translation
 Functional and presentation currency
  (ii) Transactions and balances
  F-11




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (g) Foreign currency translation (continued)
 (ii) Transactions and balances (continued)
  (iii) Group companies
  
    
    statement of financial position items are translated at the closing rate at the
date of that statement of financial position;
 
    
    income statement items and statement of comprehensive income items are translated
at average exchange rates (unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case they are translated
at the date of the transaction); and
 
    
    all resulting exchange differences are recognised in other comprehensive income.
  (h) Revenue recognition
    (i) Sale of goods
  (ii) Service revenue
  F-12




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (h) Revenue recognition (continued)
 (iii) Interest income
  (iv) Dividend income
  (i) Government grants
    (j) Income tax
       F-13




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (j) Income tax (continued)
   (k) Leases
     (l) Segment information
  (m) Impairment of assets
  F-14




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (n) Cash and cash equivalents
  (o) Trade and other receivables
    (p) Inventory
   (q) Non-current assets (or disposal groups) held for sale  and discontinued operations
   F-15




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (q) Non-current assets (or disposal groups) held for sale  and discontinued operations (continued)
    (r) Investments and other financial assets
 Classification
  (i) Financial assets at fair value through profit or  loss
  (ii) Loans and receivables
  (iii) Available-for-sale financial assets
  F-16




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (r) Investments and other financial assets  (continued)
 Financial assets - reclassification
   Recognition and derecognition
   Subsequent measurement
    Impairment
   F-17




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (s) Property, plant and equipment
    
    
    Buildings  25 to 40 years
 
    
    Plant and equipment  3 to 20 years
 
    
    Leasehold improvements  lesser of life of asset or life of the lease
  (t) Derivatives and hedging activities
     F-18




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (t) Derivatives and hedging activities (continued)
 (i) Fair value hedge
  (ii) Cash flow hedge
    (u) Goodwill and intangible assets
 (i) Goodwill
   (ii) Trade Name
  (iii) Supplier relationships and contracts
  F-19




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (u) Goodwill and intangible assets (continued)
 (iv) Permits
  (v) Trade and other payables
  (w) Borrowings
    (x) Borrowing costs
  (y) Provisions
    F-20




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (z) Employee benefits
 (i) Salaries and annual leave
  (ii) Long service leave
  (iii) Superannuation, pensions and other post-retirement  benefits
     (iv) Termination benefits
  F-21




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (z) Employee benefits (continued)
 (v) Share-based payments
   (aa) Contributed equity
  (ab) Dividends
  (ac) Earnings per share (EPS)
   (ad) Goods and services or other value-added taxes  (GST)
    F-22




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 1  Summary of significant accounting policies  (continued)
 (ae) Parent entity financial information
  (i) Investments in subsidiaries
  (ii) Tax consolidation legislation
       Note 2  Financial risk management
  
    
    market risk (including interest rate risk, foreign exchange risk and commodity
price risk);
 
    
    credit risk; and
 
    
    liquidity risk.
  F-23




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 2  Financial risk management (continued)
    (a) Market risks
  (i) Interest rate risk
    
    
    providing access to diverse sources of funding;
 
    
    reducing risks of refinancing by establishing and managing in accordance with
target maturity profiles; and
    
    negotiating interest rates with the Groups banks based on a variable pricing
matrix which generally involve a LIBOR rate plus a margin.
  F-24




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 2  Financial risk management (continued)
 (a) Market risks (continued)
 (ii) Foreign exchange risk
    Financial assets and liabilities
  Net financialassets/(liabilities)2011
    
    
    2010Currency:
    
    A$m
    
    

    A$mUS dollar
    
    
    136.1
    
    
    
    69.5Euro
    
    
    52.4
    
    
    
    16.4British pound
    
    
    (1.1)
    
    
    
    0.8
  US dollar
    
    
    Euro
    
    
    British pound2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010A$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$mImpact on post-tax profit 
higher/(lower)
    
    
    9.4
    
    
    
    4.5
    
    
    
    3.6
    
    
    
    1.1
    
    
    
    (0.1
    )
    
    
    0.1Impact on equity
    
    
    26.6
    
    
    
    36.1
    
    
    
    -
    
    
    
    -
    
    
    
    15.2
    
    
    
    9.9
  F-25




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 2  Financial risk management (continued)
 (a) Market risks (continued)
 (ii) Foreign exchange risk (continued)
 Forward foreign exchange contracts
  US dollar
    
    
    Euro
    
    
    British pound2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010A$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$m+/-
    
    
    +/-
    
    
    +/-
    
    
    +/-
    
    
    +/-
    
    
    +/-Impact on post-tax profit
    
    
    (5.3
    )
    
    
    1.2
    
    
    
    (3.4
    )
    
    
    -
    
    
    
    -
    
    
    
    -Impact on equity
    
    
    (12.3
    )
    
    
    5.4
    
    
    
    (0.7
    )
    
    
    0.3
    
    
    
    -
    
    
    
    1.4
 Translation risk
  (iii) Price risk
 Commodity price risk
     Net financialassets/(liabilities)2011
    

    2010A$m
    

    A$mCopper
    
    
    (3.0)
    
    

    0.7Nickel
    
    
    3.7
    
    

    4.4
 F-26




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 2  Financial risk management (continued)
 (a) Market risks (continued)
 (iii) Price risk (continued)
Commodity price risk (continued)
  Copper prices
    
    
    Nickel prices2011
    
    2010
    
    
    2011
    
    2010A$m
    
    A$m
    
    
    A$m
    
    A$mImpact on post-tax profit  higher/(lower)
    
    
    (6.4
    )
    
    
    (2.7
    )
    
    
    (2.9
    )
    
    
    (2.4
    )
  Equity securities price risk
  (b) Credit risk
    (c) Liquidity risks
   
    
    the Group will not have sufficient funds to settle a transaction on the due date;
    
    the Group will be forced to sell financial assets at a value which is less than what they
are worth;
    
    the Group may be unable to settle or recover a financial asset at all;
    
    the Group may be required to refinance the Groups borrowing facilities; or
    
    the Group may have insufficient access to capital to fund
growth projects or, in extreme
instances, its operations.
 F-27




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 2  Financial risk management (continued)
 (c) Liquidity risk (continued)
   2011
    
    
    2010A$m
    
    
    A$mUnsecured global multi-currency/multi-option loan facilities
    
    
    1,419.7
    
    
    
    1,422.9Amount of credit unused
    
    
    1,088.9
    
    
    
    1,276.0
  2011

    
    2010Between
    
    Between
    
    
    
    
    
    Between
    
    BetweenLess than
    
    1 and 2
    
    2 and 5
    
    Less than
    
    1 and 2
    
    2 and 51 year
    
    years
    
    years
    
    1 year
    
    years
    
    yearsA$m
    
    A$m
    
    A$m
    
    A$m
    
    A$m
    
    A$mNon-derivatives:Trade and other payables
    
    
    747.3
    
    
    
    -
    
    
    
    -
    
    
    
    614.2
    
    
    
    -
    
    
    
    -Payables  non-current
    
    
    -
    
    
    
    0.9
    
    
    
    2.8
    
    
    
    -
    
    
    
    0.9
    
    
    
    2.4Borrowings (including interest
payments)
    
    
    18.6
    
    
    
    18.6
    
    
    
    309.3
    
    
    
    15.4
    
    
    
    111.3
    
    
    
    16.5765.9
    
    
    
    19.5
    
    
    
    312.1
    
    
    
    629.6
    
    
    
    112.2
    
    
    
    18.9Derivatives:Net settled (commodity
contracts)
    
    
    2.9
    
    
    
    -
    
    
    
    -
    
    
    
    (4.4
    )
    
    
    -
    
    
    
    -Gross settled:- (inflow)
    
    
    (195.3
    )
    
    
    -
    
    
    
    -
    
    
    
    (274.4
    )
    
    
    -
    
    
    
    -- outflow
    
    
    198.2
    
    
    
    -
    
    
    
    -
    
    
    
    278.7
    
    
    
    -
    
    
    
    -5.8
    
    
    
    -
    
    
    
    -
    
    
    
    (0.1
    )
    
    
    -
    
    
    
    -
  F-28




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 3  Earnings per share
 2011
    
    2010
    
    2009Earnings/(loss) per share as previously reported (in cents)Basic
    
    
    93.9
    
    
    
    64.9
    
    
    
    (82.9
    )Diluted
    
    
    93.3
    
    
    
    64.5
    
    
    
    (82.9
    )Effect of equity issue1
    
    
    -
    
    
    
    -
    
    
    
    0.4Earnings/(loss) per share as restated (in cents)Basic
    
    
    93.9
    
    
    
    64.9
    
    
    
    (82.5
    )Diluted
    
    
    93.3
    
    
    
    64.5
    
    
    
    (82.5
    )Weighted average number of shares used in the denominator (000)Number of shares for basic earnings per share
    
    
    204,630
    
    
    
    194,417
    
    
    
    181,247Effect of equity issue1
    
    
    -
    
    
    
    929
    
    
    
    924Basic shares
    
    
    204,630
    
    
    
    195,346
    
    
    
    182,171Dilutive effect of share-based awards
    
    
    1,330
    
    
    
    1,129
    
    
    
    -Diluted shares
    
    
    205,960
    
    
    
    196,475
    
    
    
    182,171
 
 1In accordance with AASB 133 (IAS 33) Earnings Per Share,an adjustment to shares issued
is required in the calculation of earnings per share when shares are offered to existing
shareholders at a discount to the market price. This gives rise to a retrospective restatement of
the weighted average number of shares.  Note 4  Segment Information
 (a) Description of segments
  
    
    North America- comprising the United States of America and Canada.
    
    Australasia- comprising Australia, New Zealand, Papua New Guinea, India, Singapore, Hong Kong
and South Africa.
    
    Europe- comprising the United Kingdom, Sweden, Belgium, the Netherlands, Germany, Poland, the
Czech Republic, Hungary, Austria and Croatia.
  
    
    Ferrous secondary recycling- comprising the collection, processing and trading of iron and steel
secondary raw material.
    
    Non-ferrous secondary recycling- comprising the collection, processing and trading of other
metal alloys and residues, principally aluminum, lead, copper, zinc and nickel bearing materials.
    
    Secondary processing- comprising value-added processes involving the melting, refining and
ingoting of certain non-ferrous metals and the reclamation and reprocessing of plastics.
    
    Recycling solutions- comprising the provision of environmentally responsible solutions for the
disposal of post-consumer electronic products, including IT assets recycled for commercial
customers. The Group offers fee-for-service business opportunities in the environmentally
responsible recycling of negative value materials including
refrigerators and electrical and
electronic equipment.
 F-29




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 4  Segment Information (continued)
 (b) Information about reportable segments
  North
    
    Austral-America
    
    asia
    
    EuropeA$m
    
    A$m
    
    A$m
    
    A$m2011Total sales revenue
    
    
    5,993.0
    
    
    
    1,369.2
    
    
    
    1,484.6
    
    
    
    8,846.8Other revenue/income
    
    
    1.0
    
    
    
    4.8
    
    
    
    0.3
    
    
    
    6.1Total segment revenue
    
    
    5,994.0
    
    
    
    1,374.0
    
    
    
    1,484.9
    
    
    
    8,852.9Segment EBIT
    
    
    121.0
    
    
    
    79.9
    
    
    
    100.2
    
    
    
    301.1Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.2Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27.1
    )Profit before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    277.2Segment total assets
    
    
    2,656.0
    
    
    
    633.0
    
    
    
    890.8
    
    
    
    4,179.8Segment total liabilities
    
    
    670.4
    
    
    
    220.9
    
    
    
    368.0
    
    
    
    1,259.3Net assets
    
    
    1,985.6
    
    
    
    412.1
    
    
    
    522.8
    
    
    
    2,920.5Other items:Depreciation and amortisation expense
    
    
    82.7
    
    
    
    21.7
    
    
    
    26.2
    
    
    
    130.6Share of pre-tax profit of investments accounted for using
the equity method
    
    
    25.7
    
    
    
    3.8
    
    
    
    -
    
    
    
    29.5Investments accounted for using the equity method
    
    
    288.8
    
    
    
    21.5
    
    
    
    -
    
    
    
    310.3Acquisitions of property, plant and equipment
    
    
    69.2
    
    
    
    29.4
    
    
    
    44.2
    
    
    
    142.82010Total sales revenue
    
    
    5,040.0
    
    
    
    1,221.3
    
    
    
    1,191.3
    
    
    
    7,452.6Other revenue/income
    
    
    1.8
    
    
    
    3.8
    
    
    
    0.3
    
    
    
    5.9Total segment revenue
    
    
    5,041.8
    
    
    
    1,225.1
    
    
    
    1,191.6
    
    
    
    7,458.5Segment EBIT
    
    
    80.3
    
    
    
    61.2
    
    
    
    66.6
    
    
    
    208.1Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.8Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16.4
    )Profit before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194.5Segment total assets
    
    
    3,032.3
    
    
    
    562.8
    
    
    
    644.6
    
    
    
    4,239.7Segment total liabilities
    
    
    532.0
    
    
    
    222.9
    
    
    
    206.0
    
    
    
    960.9Net assets
    
    
    2,500.3
    
    
    
    339.9
    
    
    
    438.6
    
    
    
    3,278.8Other items:Depreciation and amortisation expense
    
    
    97.4
    
    
    
    21.2
    
    
    
    25.3
    
    
    
    143.9Share of pre-tax profit of investments accounted for using
the equity method
    
    
    10.1
    
    
    
    4.4
    
    
    
    -
    
    
    
    14.5Investments accounted for using the equity method
    
    
    348.9
    
    
    
    20.6
    
    
    
    -
    
    
    
    369.5Acquisitions of property, plant and equipment
    
    
    67.6
    
    
    
    21.7
    
    
    
    31.6
    
    
    
    120.9Impairment charge/(reversal):Property, plant and equipment
    
    
    15.8
    
    
    
    (1.3
    )
    
    
    -
    
    
    
    14.5Intangible assets
    
    
    0.9
    
    
    
    -
    
    
    
    -
    
    
    
    0.916.7
    
    
    
    (1.3
    )
    
    
    -
    
    
    
    15.4
 F-30




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 4  Segment Information (continued)
 (b) Information about reportable segments (continued)
 North
    
    Austral-America
    
    asia
    
    EuropeA$m
    
    A$m
    
    A$m
    
    A$m2009Total sales revenue
    
    
    6,368.5
    
    
    
    1,158.6
    
    
    
    1,109.1
    
    
    
    8,636.2Other revenue/income
    
    
    2.8
    
    
    
    1.5
    
    
    
    0.5
    
    
    
    4.8Total segment revenue
    
    
    6,371.3
    
    
    
    1,160.1
    
    
    
    1,109.6
    
    
    
    8,641.0Segment EBIT
    
    
    (88.6
    )
    
    
    18.7
    
    
    
    (33.1
    )
    
    
    (103.0
    )Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.3Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21.5
    )Loss before income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (122.2
    )Segment total assets
    
    
    2,770.0
    
    
    
    485.5
    
    
    
    553.1
    
    
    
    3,808.6Segment total liabilities
    
    
    465.9
    
    
    
    175.5
    
    
    
    308.2
    
    
    
    949.6Net assets
    
    
    2,304.1
    
    
    
    310.0
    
    
    
    244.9
    
    
    
    2,859.0Other items:Depreciation and amortisation expense
    
    
    122.7
    
    
    
    21.4
    
    
    
    26.7
    
    
    
    170.8Share of pre-tax profit of investments accounted for using
the equity method
    
    
    55.2
    
    
    
    5.6
    
    
    
    -
    
    
    
    60.8Investments accounted for using the equity method
    
    
    381.1
    
    
    
    19.1
    
    
    
    -
    
    
    
    400.2Acquisitions of property, plant and equipment
    
    
    106.4
    
    
    
    39.8
    
    
    
    41.3
    
    
    
    187.5Impairment charge:Property, plant and equipment
    
    
    7.6
    
    
    
    2.4
    
    
    
    -
    
    
    
    10.0Goodwill
    
    
    190.2
    
    
    
    0.9
    
    
    
    -
    
    
    
    191.1197.8
    
    
    
    3.3
    
    
    
    -
    
    
    
    201.1
 (c) Intersegment sales
  (d) Sales to external customers
 2011
    
    
    2010
    
    
    2009A$m
    
    
    A$m
    
    
    A$mAustralia
    
    
    518.4
    
    
    
    505.3
    
    
    
    475.8China
    
    
    1,373.3
    
    
    
    1,189.1
    
    
    
    1,320.6USA
    
    
    1,739.6
    
    
    
    1,966.4
    
    
    
    2,045.9Turkey
    
    
    1,452.3
    
    
    
    843.3
    
    
    
    1,352.9South Korea
    
    
    525.7
    
    
    
    660.5
    
    
    
    643.5Other
    
    
    3,237.5
    
    
    
    2,288.0
    
    
    
    2,797.58,846.8
    
    
    
    7,452.6
    
    
    
    8,636.2
 F-31




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 4  Segment Information (continued)
 (e) Revenue by product
 2011
    
    2010
    
    2009A$m
    
    A$m
    
    A$mFerrous secondary recycling
    
    
    6,143.6
    
    
    5,071.2
    
    
    6,642.7Non-ferrous secondary recycling
    
    
    1,724.0
    
    
    1,525.5
    
    
    1,193.4Secondary processing
    
    
    192.8
    
    
    198.5
    
    
    221.6Recycling solutions
    
    
    786.4
    
    
    657.4
    
    
    578.5Total sales revenue
    
    
    8,846.8
    
    
    7,452.6
    
    
    8,636.2
 (f) Material non-current assets
  2011
    
    2010A$m
    
    A$mAustralia
    
    
    224.3
    
    
    193.3USA
    
    
    1,713.7
    
    
    2,153.5United Kingdom
    
    
    222.0
    
    
    160.8Other
    
    
    151.2
    
    
    142.52,311.2
    
    
    2,650.1
 Note 5  Revenue
 2011
    
    2010
    
    2009A$m
    
    A$m
    
    A$mSales of goods
    
    
    8,789.0
    
    
    7,391.9
    
    
    8,417.4Service revenue
    
    
    57.8
    
    
    60.7
    
    
    218.8Total sales revenue
    
    
    8,846.8
    
    
    7,452.6
    
    
    8,636.2Interest income
    
    
    3.2
    
    
    2.8
    
    
    2.3Rental income
    
    
    2.9
    
    
    3.1
    
    
    2.5Total other revenue
    
    
    6.1
    
    
    5.9
    
    
    4.88,852.9
    
    
    7,458.5
    
    
    8,641.0
 Note 6  Other income
 2011
    
    2010
    
    2009A$m
    
    A$m
    
    A$mCommercial settlements
    
    
    15.4
    
    
    
    -
    
    
    
    -Gain on sale of other financial assets
    
    
    11.0
    
    
    
    -
    
    
    
    -Insurance recoveries
    
    
    7.6
    
    
    
    1.0
    
    
    
    1.8Net gain on revaluation of financial assets at fair value through profit
or loss
    
    
    0.6
    
    
    
    0.4
    
    
    
    -Government grants
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.8Net foreign exchange gain
    
    
    1.0
    
    
    
    -
    
    
    
    -Net gain on disposal of property, plant and equipment
    
    
    1.3
    
    
    
    3.0
    
    
    
    0.9Remeasurement at fair value of interest in Port Albany Ventures
LLC (Port Albany) (Note 29d)
    
    
    -
    
    
    
    8.7
    
    
    
    -Net gain on held for trading currency derivatives
    
    
    -
    
    
    
    7.0
    
    
    
    29.8Negative goodwill on acquisition
    
    
    -
    
    
    
    -
    
    
    
    0.4Other
    
    
    4.9
    
    
    
    4.4
    
    
    
    -42.5
    
    
    
    25.2
    
    
    
    33.7
 F-32




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 7  Expenses
 2011
    
    2010
    
    2009A$m
    
    A$m
    
    A$m(a) Profit/(loss) before income tax includes the following
specific expenses:Depreciation and amortisation:Depreciation expense
    
    
    102.2
    
    
    
    109.1
    
    
    
    120.7Amortisation expense
    
    
    28.4
    
    
    
    34.8
    
    
    
    50.1130.6
    
    
    
    143.9
    
    
    
    170.8Finance costs1
    
    
    27.1
    
    
    
    16.4
    
    
    
    21.5Net loss on held for trading commodity derivatives
    
    
    30.9
    
    
    
    15.4
    
    
    
    10.3Net loss on held for trading currency derivatives
    
    
    0.6
    
    
    
    -
    
    
    
    -Transaction costs related to business combinations
    
    
    3.1
    
    
    
    0.4
    
    
    
    -Rental expenses relating to operating leases
    
    
    56.0
    
    
    
    60.1
    
    
    
    71.7Net foreign exchange loss
    
    
    -
    
    
    
    15.6
    
    
    
    -Defined contribution superannuation expense
    
    
    10.2
    
    
    
    7.0
    
    
    
    8.0Equity-settled share-based payments expense
    
    
    15.7
    
    
    
    16.9
    
    
    
    9.3Cash-settled share-based payments expense
    
    
    0.4
    
    
    
    0.1
    
    
    
    -(b) Profit/(loss) before income tax includes the following
expenses which are included due to their size or
nature:Write-down of inventory to net realisable value
    
    
    2.0
    
    
    
    18.5
    
    
    
    119.4Sarbanes-Oxley related professional fees2
    
    
    -
    
    
    
    -
    
    
    
    9.7Withdrawal liability related to a multi-employer pension plan
    
    
    -
    
    
    
    -
    
    
    
    3.4Impairment provisions for trade receivables
    
    
    0.3
    
    
    
    1.2
    
    
    
    23.7Natural disaster related expenses3
    
    
    6.9
    
    
    
    -
    
    
    
    -Professional fees and other costs incurred in connection with Fairless Iron
& Metal acquisition4
    
    
    -
    
    
    
    (0.8
    )
    
    
    2.5Loss on sale of subsidiaries
    
    
    -
    
    
    
    -
    
    
    
    2.6Impairment of property, plant and equipment and yard closure costs5
    
    
    -
    
    
    
    14.5
    
    
    
    13.7Intangible asset impairments
    
    
    -
    
    
    
    0.9
    
    
    
    -Impairment of jointly controlled entity (Note 29)
    
    
    -
    
    
    
    5.7
    
    
    
    -Merger costs6
    
    
    -
    
    
    
    -
    
    
    
    4.0Redundancies
    
    
    1.6
    
    
    
    5.7
    
    
    
    5.5
 
 1Finance costs include commitment fees paid on the Groups loan facilities of A$11.4
million (2010: A$5.8 million; 2009: A$2.0 million).2In 2009, the Group was required to implement and comply with Section 404 of the Sarbanes-Oxley
Act of 2002 (United States). Professional fees incurred in the first year of Sarbanes-Oxley
implementation are much higher and thus listed above. No amount is provided for 2011 and 2010 as
the primary professional fees are inseparable and included in the overall statutory audit fee
disclosed in Note 26.3Primarily represents costs associated with the floods in Queensland, Australia. These
costs were reimbursed by the Groups insurance carrier and the reimbursement is included in Other
Income (see Note 6).4In 2009, the Group incurred transaction costs associated with the acquisition of Fairless
Iron & Metal which was completed in 2010 (3 July 2009). In 2009, the Group applied the
transitional principles consistent with the revised AASB 3 (IFRS 3) whereby transaction costs are
expensed for all acquisitions prospectively from 1 July 2009. The amount in 2010 represents the
reversal of accrued costs which were settled for a lower amount.5In 2010, impairments on property, plant and equipment were recognised for the write-down of
processing equipment located in idled yards (A$15.8 million) offset by the reversal of previously
recognised processing equipment impairments (A$1.3 million). In 2009, the impact of the global
financial crisis on the Group resulted in impairment charges for asset rationalisation, asset
retirement and idling of certain yards.6Merger costs include integration bonuses, retention incentives and other costs associated
with the post-merger rationalisation of the Sims Metal Management Limited and Metal Management
businesses. F-33




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 8  Income tax and deferred tax
 2011
    
    2010
    
    2009A$m
    
    A$m
    
    A$m(a) Income tax expenseCurrent income tax charge
    
    
    73.3
    
    
    
    69.7
    
    
    
    27.5Adjustments for prior years
    
    
    2.4
    
    
    
    5.6
    
    
    
    (10.3
    )Deferred income tax
    
    
    8.0
    
    
    
    (9.9
    )
    
    
    8.383.7
    
    
    
    65.4
    
    
    
    25.5Income tax expense on equity accounted profit (Note 29)
    
    
    1.4
    
    
    
    2.4
    
    
    
    2.6Income tax expense
    
    
    85.1
    
    
    
    67.8
    
    
    
    28.1Deferred income tax expense included in income tax expense comprises:(Increase)/decrease in deferred tax assets
    
    
    (6.5
    )
    
    
    (4.9
    )
    
    
    15.5Increase/(decrease) in deferred tax liabilities
    
    
    14.5
    
    
    
    (5.0
    )
    
    
    (7.2
    )8.0
    
    
    
    (9.9
    )
    
    
    8.3(b) Reconciliation of income tax expense to prima facie tax payableProfit/(loss) before income tax
    
    
    277.2
    
    
    
    194.5
    
    
    
    (122.2
    )Tax at the standard Australian rate of 30%
    
    
    83.2
    
    
    
    58.4
    
    
    
    (36.7
    )Non-deductible expenses
    
    
    4.6
    
    
    
    6.1
    
    
    
    3.5Adjustments for prior years
    
    
    2.4
    
    
    
    5.6
    
    
    
    (10.3
    )Prior year tax loss not previously recognised
    
    
    (1.1
    )
    
    
    (1.7
    )
    
    
    -Share-based payments
    
    
    2.1
    
    
    
    2.8
    
    
    
    1.5Non-assessable income
    
    
    (2.0
    )
    
    
    (2.5
    )
    
    
    (1.1
    )Effect of tax rates in other jurisdictions
    
    
    (3.9
    )
    
    
    2.4
    
    
    
    12.0Non-assessable gain on acquisition of a remaining interest in a jointly
controlled entity
    
    
    -
    
    
    
    (2.6
    )
    
    
    -Non-deductible goodwill impairment
    
    
    -
    
    
    
    -
    
    
    
    57.2Other
    
    
    (0.2
    )
    
    
    (0.7
    )
    
    
    2.0Income tax expense
    
    
    85.1
    
    
    
    67.8
    
    
    
    28.1(c) Amounts recognised directly to equityShare placement costs
    
    
    -
    
    
    
    (1.3
    )
    
    
    -Share-based payments
    
    
    (3.3
    )
    
    
    1.6
    
    
    
    7.7Exchange (loss)/gain on foreign denominated intercompany loans
    
    
    (36.8
    )
    
    
    (4.6
    )
    
    
    20.4Total deferred tax debited/(credited) to equity
    
    
    (40.1
    )
    
    
    (4.3
    )
    
    
    28.1(d) Tax expense/(benefit) relating to other comprehensive incomeCash flow hedges
    
    
    0.3
    
    
    
    (0.4
    )
    
    
    (0.4
    )Other financial assets
    
    
    0.6
    
    
    
    (0.6
    )
    
    
    -Defined benefit plans
    
    
    1.7
    
    
    
    (1.1
    )
    
    
    (2.7
    )2.6
    
    
    
    (2.1
    )
    
    
    (3.1
    )
 F-34




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 8  Income tax and deferred tax (continued)
 2011
    
    2010A$m
    
    A$m(e) Deferred tax assets and liabilitiesDeferred tax assetsThe balance comprises temporary difference attributable to:(amounts recognised in profit or loss)Provisions and other accruals
    
    
    16.3
    
    
    
    19.2Employee benefits
    
    
    6.1
    
    
    
    11.0Stores and consumables
    
    
    4.2
    
    
    
    7.0Property, plant and equipment
    
    
    1.6
    
    
    
    5.6Tax loss carryforwards
    
    
    8.3
    
    
    
    3.5Share-based payments
    
    
    4.3
    
    
    
    3.4Other
    
    
    2.9
    
    
    
    6.543.7
    
    
    
    56.2(amounts recognised directly in equity)Share-based payments
    
    
    4.3
    
    
    
    1.0Defined benefit plans
    
    
    4.1
    
    
    
    5.8Share placement costs
    
    
    1.0
    
    
    
    1.3Exchange loss on foreign denominated intercompany loans
    
    
    46.3
    
    
    
    8.9Cash flow hedges
    
    
    -
    
    
    
    0.3Other financial assets
    
    
    -
    
    
    
    0.655.7
    
    
    
    17.9MovementsBalance at 1 July
    
    
    74.1
    
    
    
    71.6Charged to income statement
    
    
    6.5
    
    
    
    4.9Adjustments for prior years
    
    
    0.7
    
    
    
    (3.3
    )Transfers to deferred tax liabilities
    
    
    (11.2
    )
    
    
    (2.8
    )Acquisitions
    
    
    0.1
    
    
    
    0.5Charged directly to equity and other comprehensive income
    
    
    40.2
    
    
    
    5.4Other
    
    
    (0.3
    )
    
    
    -Foreign exchange differences
    
    
    (10.7
    )
    
    
    (2.2
    )Balance at 30 June
    
    
    99.4
    
    
    
    74.1Deferred tax assets expected to be recovered within 12 months
    
    
    27.3
    
    
    
    44.0Deferred tax assets expected to be recovered after 12 months
    
    
    72.1
    
    
    
    30.199.4
    
    
    
    74.1Deferred tax liabilitiesThe balance comprises temporary differences attributable to:(amounts recognised in profit or loss)Intangibles
    
    
    37.9
    
    
    
    52.9Property, plant and equipment
    
    
    72.6
    
    
    
    66.9Stores and consumables
    
    
    3.2
    
    
    
    3.1Jointly controlled entities and associates
    
    
    4.2
    
    
    
    3.4Other
    
    
    1.7
    
    
    
    7.4119.6
    
    
    
    133.7
 F-35




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 8  Income tax and deferred tax (continued)
 (e) Deferred tax assets and liabilities (continued)
 2011
    
    2010A$m
    
    A$mDeferred tax liabilities (continued)MovementsBalance at 1 July
    
    
    133.7
    
    
    
    148.8Charged to income statement
    
    
    14.5
    
    
    
    (5.0
    )Adjustments for prior years
    
    
    5.2
    
    
    
    1.6Transfers from deferred tax assets
    
    
    (11.2
    )
    
    
    (2.8
    )Charged directly to equity and other comprehensive income
    
    
    2.7
    
    
    
    (1.0
    )Acquisitions
    
    
    0.9
    
    
    
    -Foreign exchange differences
    
    
    (26.2
    )
    
    
    (7.9
    )Balance at 30 June
    
    
    119.6
    
    
    
    133.7Deferred tax liabilities expected to be settled within 12 months
    
    
    4.9
    
    
    
    17.8Deferred tax liabilities expected to be settled after 12 months
    
    
    114.7
    
    
    
    115.9119.6
    
    
    
    133.7
 (f) Tax losses
    (g) Unrecognised temporary differences
  (h) Tax consolidation legislation
  F-36




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 8  Income tax and deferred tax (continued)
 (i) Tax effect accounting by members of the Australian tax consolidated group
    Note 9  Trade and other receivables
 2011
    
    2010A$m
    
    A$mCurrent:Trade receivables
    
    
    522.3
    
    
    
    485.4Provision for impairment of receivables
    
    
    (5.4
    )
    
    
    (3.6
    )516.9
    
    
    
    481.8Other receivables and deferred expenses
    
    
    67.1
    
    
    
    76.6Tax receivable
    
    
    1.5
    
    
    
    -Prepayments
    
    
    21.2
    
    
    
    17.889.8
    
    
    
    94.4606.7
    
    
    
    576.2Non-current:Trade receivables
    
    
    3.6
    
    
    
    3.8Prepayments
    
    
    6.0
    
    
    
    4.19.6
    
    
    
    7.9
  (a) Movements in provision for impairment of receivables
 2011
    
    2010
    
    2009A$m
    
    A$m
    
    A$mBalance at 1 July
    
    
    3.6
    
    
    
    9.0
    
    
    
    0.9Provision for impairment recognised during the year
    
    
    0.3
    
    
    
    1.2
    
    
    
    23.7Acquisitions
    
    
    2.8
    
    
    
    -
    
    
    
    -Receivables written-off during the year as uncollectible
    
    
    (0.8
    )
    
    
    (5.9
    )
    
    
    (15.0
    )Foreign exchange differences
    
    
    (0.5
    )
    
    
    (0.7
    )
    
    
    (0.6
    )Balance at 30 June
    
    
    5.4
    
    
    
    3.6
    
    
    
    9.0
  F-37




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 9  Trade and other receivables (continued)
 (b) Past due but not impaired
  2011
    
    2010Days overdue:
    
    A$m
    
    A$m1  30 days
    
    
    95.1
    
    
    
    68.031  60 days
    
    
    7.3
    
    
    
    16.1Over 60 days
    
    
    3.9
    
    
    
    12.2106.3
    
    
    
    96.3
 (c) Other receivables and deferred expenses
  (d) Foreign exchange and interest rate risk
  (e) Fair value and credit risk
   Note 10  Inventory
 2011
    
    2010A$m
    
    A$mRaw materials
    
    
    172.9
    
    
    
    171.7Stores and spare parts
    
    
    33.3
    
    
    
    37.3Finished goods
    
    
    772.3
    
    
    
    567.9978.5
    
    
    
    776.9
 Inventory expense
  F-38




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 11  Other financial assets and liabilities
 2011
    
    2010A$m
    
    A$mOther financial assets:Financial assets at fair value through profit or loss
    
    
    4.0
    
    
    
    3.6Loan to a third party carried at amortised cost
    
    
    3.8
    
    
    
    -Forward foreign exchange contracts  cash flow hedges
    
    
    3.9
    
    
    
    0.4Forward commodity contracts  held for trading
    
    
    4.1
    
    
    
    4.7Current
    
    
    15.8
    
    
    
    8.7Available-for-sale investments
    
    
    -
    
    
    
    21.4Loan to a third party carried at amortised cost
    
    
    2.7
    
    
    
    -Non-current
    
    
    2.7
    
    
    
    21.4Other financial liabilities:Forward foreign exchange contracts  cash flow hedges
    
    
    2.9
    
    
    
    4.0Forward commodity contracts  held for trading
    
    
    2.9
    
    
    
    0.3Forward foreign exchange contracts  held for trading
    
    
    -
    
    
    
    0.7Current
    
    
    5.8
    
    
    
    5.0
 (a) Derivatives used by the Group
  (i) Forward foreign exchange contracts  cash flow hedges
   (ii) Forward foreign exchange contracts  held for trading
  (iii) Forward commodity contracts  held for trading
  (b) Risk exposures
  F-39




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 11  Other financial assets and liabilities (continued)
 (c) Fair value
   
    
    Level 1  quoted prices (unadjusted) in active markets for identical assets or liabilities.
    
    Level 2  inputs other than quoted prices included
within level 1 that are observable for the
asset or liability, either directly (as prices) or indirectly (derived from prices).
    
    Level 3  inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
  Level 1
    
    Level 2
    
    Total2011
    
    A$m
    
    A$m
    
    A$mFinancial assets:Financial assets at fair value through profit or loss
    
    
    4.0
    
    
    
    -
    
    
    
    4.0Derivative financial instruments
    
    
    4.1
    
    
    
    3.9
    
    
    
    8.08.1
    
    
    
    3.9
    
    
    
    12.0Financial liabilities:Derivative financial instruments
    
    
    2.9
    
    
    
    2.9
    
    
    
    5.82.9
    
    
    
    2.9
    
    
    
    5.82010Financial assets:Financial assets designated at fair value through profit or loss
    
    
    3.6
    
    
    
    -
    
    
    
    3.6Derivative financial instruments
    
    
    4.7
    
    
    
    0.4
    
    
    
    5.1Available-for-sale investments
    
    
    21.4
    
    
    
    -
    
    
    
    21.429.7
    
    
    
    0.4
    
    
    
    30.1Financial liabilities:Derivative financial instruments
    
    
    0.3
    
    
    
    4.7
    
    
    
    5.00.3
    
    
    
    4.7
    
    
    
    5.0
  F-40




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 12  Property, plant and equipment
 Leasehold
    
    Plant &
    
    Capitalimprove-
    
    equip-
    
    work inLand
    
    Buildings
    
    ments
    
    ment
    
    progress
    
    TotalA$m
    
    A$m
    
    A$m
    
    A$m
    
    A$m
    
    A$mAt 30 June 2011Cost
    
    
    211.3
    
    
    
    172.1
    
    
    
    70.8
    
    
    
    896.3
    
    
    
    74.0
    
    
    
    1,424.5Accumulated depreciation
    
    
    -
    
    
    
    (53.9
    )
    
    
    (23.4
    )
    
    
    (481.7
    )
    
    
    -
    
    
    
    (559.0
    )Net book amount
    
    
    211.3
    
    
    
    118.2
    
    
    
    47.4
    
    
    
    414.6
    
    
    
    74.0
    
    
    
    865.5Year ended 30 June 2011Balance at 1 July
    
    
    254.1
    
    
    
    143.7
    
    
    
    32.5
    
    
    
    405.5
    
    
    
    90.0
    
    
    
    925.8Additions
    
    
    1.8
    
    
    
    5.4
    
    
    
    15.9
    
    
    
    86.3
    
    
    
    33.4
    
    
    
    142.8Disposals
    
    
    (6.0
    )
    
    
    (0.3
    )
    
    
    -
    
    
    
    (2.0
    )
    
    
    -
    
    
    
    (8.3
    )Transfers
    
    
    (2.8
    )
    
    
    1.4
    
    
    
    7.1
    
    
    
    30.3
    
    
    
    (36.0
    )
    
    
    -Depreciation expense
    
    
    -
    
    
    
    (14.4
    )
    
    
    (5.0
    )
    
    
    (82.8
    )
    
    
    -
    
    
    
    (102.2
    )Acquisition of subsidiaries
(Note 27)
    
    
    9.4
    
    
    
    2.0
    
    
    
    3.2
    
    
    
    44.3
    
    
    
    -
    
    
    
    58.9Foreign exchange
differences
    
    
    (45.2
    )
    
    
    (19.6
    )
    
    
    (6.3
    )
    
    
    (67.0
    )
    
    
    (13.4
    )
    
    
    (151.5
    )Balance at 30 June
    
    
    211.3
    
    
    
    118.2
    
    
    
    47.4
    
    
    
    414.6
    
    
    
    74.0
    
    
    
    865.5At 30 June 2010Cost
    
    
    254.1
    
    
    
    186.4
    
    
    
    53.8
    
    
    
    863.6
    
    
    
    90.0
    
    
    
    1,447.9Accumulated depreciation
    
    
    -
    
    
    
    (42.7
    )
    
    
    (21.3
    )
    
    
    (458.1
    )
    
    
    -
    
    
    
    (522.1
    )Net book amount
    
    
    254.1
    
    
    
    143.7
    
    
    
    32.5
    
    
    
    405.5
    
    
    
    90.0
    
    
    
    925.8Year ended 30 June 2010Balance at 1 July
    
    
    254.5
    
    
    
    153.2
    
    
    
    35.9
    
    
    
    404.6
    
    
    
    99.5
    
    
    
    947.7Additions
    
    
    1.0
    
    
    
    2.4
    
    
    
    4.4
    
    
    
    81.3
    
    
    
    31.8
    
    
    
    120.9Disposals
    
    
    (0.6
    )
    
    
    (1.0
    )
    
    
    (0.1
    )
    
    
    (3.4
    )
    
    
    -
    
    
    
    (5.1
    )Transfers
    
    
    1.6
    
    
    
    6.2
    
    
    
    0.8
    
    
    
    28.5
    
    
    
    (37.1
    )
    
    
    -Impairment loss
    
    
    (1.8
    )
    
    
    (0.2
    )
    
    
    -
    
    
    
    (12.5
    )
    
    
    -
    
    
    
    (14.5
    )Depreciation expense
    
    
    -
    
    
    
    (11.3
    )
    
    
    (4.8
    )
    
    
    (93.0
    )
    
    
    -
    
    
    
    (109.1
    )Acquisition of subsidiaries
    
    
    12.5
    
    
    
    3.0
    
    
    
    -
    
    
    
    26.4
    
    
    
    -
    
    
    
    41.9Foreign exchange
differences
    
    
    (13.1
    )
    
    
    (8.6
    )
    
    
    (3.7
    )
    
    
    (26.4
    )
    
    
    (4.2
    )
    
    
    (56.0
    )Balance at 30 June
    
    
    254.1
    
    
    
    143.7
    
    
    
    32.5
    
    
    
    405.5
    
    
    
    90.0
    
    
    
    925.8
 Note 13  Goodwill
 (a) Movements in carrying amounts
 2011
    
    2010A$m
    
    A$mCost
    
    
    1,113.3
    
    
    
    1,308.7Accumulated impairment
    
    
    (124.6
    )
    
    
    (157.0
    )Net book amount
    
    
    988.7
    
    
    
    1,151.7Balance at 1 July
    
    
    1,151.7
    
    
    
    1,146.8Acquisition of subsidiaries (Note 27)
    
    
    62.8
    
    
    
    64.3Contingent consideration on acquisitions prior to the adoption of AASB 3R (IFRS 3R)
    
    
    (0.5
    )
    
    
    4.8Foreign exchange differences
    
    
    (225.3
    )
    
    
    (64.2
    )Balance at 30 June
    
    
    988.7
    
    
    
    1,151.7
 F-41




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 13  Goodwill (continued)
 (b) Allocation of Goodwill by Segment
 2011
    
    2010A$m
    
    A$mAustralasia
    
    
    30.7
    
    
    
    21.8North America
    
    
    815.6
    
    
    
    1,017.0Europe
    
    
    142.4
    
    
    
    112.9988.7
    
    
    
    1,151.7
   2011
    
    2010A$m
    
    A$mNorth America Metals
    
    
    731.7
    
    
    
    911.9Rest of North America
    
    
    83.9
    
    
    
    105.1815.6
    
    
    
    1,017.0
  (c) Goodwill impairment tests and key assumptions
   F-42




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 13  Goodwill (continued)
 (c) Goodwill impairment tests and key assumptions (continued)
  Discount rate (pre-tax)
    
    Growth rate2011
    
    2010
    
    2011
    
    2010%
    
    %
    
    %
    
    %Australasia
    
    
    13.3  16.9
    
    
    
    13.5  20.9
    
    
    
    2.5
    
    
    
    2.5North America Metals
    
    
    13.2
    
    
    
    14.1  14.8
    
    
    
    3.0
    
    
    
    3.0Rest of North America
    
    
    12.7  13.1
    
    
    
    12.5  15.7
    
    
    
    3.0
    
    
    
    3.0Europe
    
    
    12.6  14.6
    
    
    
    11.3  13.2
    
    
    
    1.5  2.5
    
    
    
    1.5  2.5
 (d) Impairment charges recognised
 Year ended 30 June 2009 Australasia
  North America
  (e) Impact of possible changes in key assumptions
  F-43




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 14  Intangible assets
 Supplierrelation-
    
    
    
    
    
    
    
    
    
    
    Trade-ships
    
    
    Permits
    
    
    Contracts
    
    
    names
    
    
    TotalA$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$mAt 30 June 2011Cost
    
    
    205.5
    
    
    
    7.8
    
    
    
    29.3
    
    
    
    29.4
    
    
    
    272.0Accumulated impairment
    
    
-
    
    
    
    (0.7
    )
    
    
-
    
    
    
-
    
    
    
    (0.7
    )Accumulated amortisation
    
    
    (105.2
    )
    
    
-
    
    
    
    (24.5
    )
    
    
    (5.4
    )
    
    
    (135.1
    )Net book amount
    
    
    100.3
    
    
    
    7.1
    
    
    
    4.8
    
    
    
    24.0
    
    
    
    136.2Year ended 30 June 2011Balance at 1 July
    
    
    151.2
    
    
    
    8.8
    
    
    
    3.3
    
    
    
    31.9
    
    
    
    195.2Acquisitions (Note 27)
    
    
    2.2
    
    
    
-
    
    
    
    4.2
    
    
    
    0.5
    
    
    
    6.9Amortisation charge
    
    
    (24.6
    )
    
    
-
    
    
    
    (1.9
    )
    
    
    (1.9
    )
    
    
    (28.4
    )Foreign exchange differences
    
    
    (28.5
    )
    
    
    (1.7
    )
    
    
    (0.8
    )
    
    
    (6.5
    )
    
    
    (37.5
    )Balance at 30 June
    
    
    100.3
    
    
    
    7.1
    
    
    
    4.8
    
    
    
    24.0
    
    
    
    136.2At 30 June 2010Cost
    
    
    252.8
    
    
    
    9.7
    
    
    
    31.8
    
    
    
    36.5
    
    
    
    330.8Accumulated impairment
    
    
    -
    
    
    
    (0.9
    )
    
    
    -
    
    
    
    -
    
    
    
    (0.9
    )Accumulated amortisation
    
    
    (101.6
    )
    
    
    -
    
    
    
    (28.5
    )
    
    
    (4.6
    )
    
    
    (134.7
    )Net book amount
    
    
    151.2
    
    
    
    8.8
    
    
    
    3.3
    
    
    
    31.9
    
    
    
    195.2Year ended 30 June 2010Balance at 1 July
    
    
    187.6
    
    
    
    9.8
    
    
    
    5.6
    
    
    
    35.8
    
    
    
    238.8Acquisitions
    
    
    5.4
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    -
    
    
    
    6.0Impairment charge
    
    
    -
    
    
    
    (0.9
    )
    
    
    -
    
    
    
    -
    
    
    
    (0.9
    )Amortisation charge
    
    
    (30.5
    )
    
    
    -
    
    
    
    (2.1
    )
    
    
    (2.2
    )
    
    
    (34.8
    )Foreign exchange differences
    
    
    (11.3
    )
    
    
    (0.6
    )
    
    
    (0.3
    )
    
    
    (1.7
    )
    
    
    (13.9
    )Balance at 30 June
    
    
    151.2
    
    
    
    8.8
    
    
    
    3.3
    
    
    
    31.9
    
    
    
    195.2
  2011
    
    
    2010A$m
    
    
    A$mNorth America
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129.6
    
    
    
    188.7Australasia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.5
    
    
    
    0.4Europe
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.1
    
    
    
    6.1136.2
    
    
    
    195.2
 Note 15  Trade and other payables
 2011
    
    
    2010A$m
    
    
    A$mTrade payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    547.4
    
    
    
    424.4Other payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160.8
    
    
    
    160.2Deferred income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39.1
    
    
    
    29.6747.3
    
    
    
    614.2
  F-44




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 16  Borrowings
 2011
    
    
    2010A$m
    
    
    A$mCurrent borrowings:Other borrowings
    
    
    0.5
    
    
    
    0.60.5
    
    
    
    0.6Non-current borrowings:Bank loans
    
    
    291.0
    
    
    
    116.2Other borrowings
    
    
    0.2
    
    
    
    0.4291.2
    
    
    
    116.6
  (a) Risk exposures
  (b) Fair value
  Note 17  Provisions
 2011
    
    
    2010A$m
    
    
    A$mCurrent:Employee benefits
    
    
    21.1
    
    
    
    10.8Legal provisions
    
    
    10.1
    
    
    
    13.3Other
    
    
    5.9
    
    
    
    7.037.1
    
    
    
    31.1Non-current:Employee benefits
    
    
    11.5
    
    
    
    10.2Environmental compliance
    
    
    3.8
    
    
    
    4.9Contingent consideration  business combinations
    
    
-
    
    
    
    4.8Other
    
    
    3.3
    
    
    
    2.318.6
    
    
    
    22.2
   F-45




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 17  Provisions (continued)
  Current
    
    
    Non-currentContingent
    
    
    Environ-consider-
    
    
    mentalLegal
    
    
    Other
    
    
    ation
    
    
    compliance
    
    
    OtherA$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$mBalance at 1 July
    
    
    13.3
    
    
    
    7.0
    
    
    
    4.8
    
    
    
    4.9
    
    
    
    2.3Transfers
    
    
-
    
    
    
    (0.3
    )
    
    
    0.3
    
    
    
-
    
    
    
    -Provisions recognised in profit or
loss
    
    
    2.7
    
    
    
    1.6
    
    
    
-
    
    
    
    0.5
    
    
    
    1.7Payments
    
    
    (3.2
    )
    
    
    (2.1
    )
    
    
    (4.6
    )
    
    
    (0.6
    )
    
    
    (0.4
    )Acquisitions
    
    
-
    
    
    
    (0.1
    )
    
    
-
    
    
    
-
    
    
    
    -Foreign exchange differences
    
    
    (2.7
    )
    
    
    (0.2
    )
    
    
    (0.5
    )
    
    
    (1.0
    )
    
    
    (0.3
    )Balance at 30 June
    
    
    10.1
    
    
    
    5.9
    
    
    
-
    
    
    
    3.8
    
    
    
    3.3
 Note 18  Retirement benefit obligations
   (a) Balances recognised in the statement of financial position
 2011
    
    
    2010A$m
    
    
    A$mPresent value of defined benefit obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64.6
    
    
    
    72.9Fair value of defined benefit plan assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62.6
    )
    
    
    (61.9
    )Net defined benefit liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.0
    
    
    
    11.0These amounts are disclosed as:Retirement benefit assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.9
    
    
    
    -Retirement benefit obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.9
    
    
    
    11.02.0
    
    
    
    11.0
  (b) Expense recognised in profit or loss
 2011
    
    
    2010
    
    
    2009A$m
    
    
    A$m
    
    
    A$mCurrent service cost
    
    
    
    
    
    
    
    
    
    
    1.3
    
    
    
    1.4
    
    
    
    2.1Interest cost
    
    
    
    
    
    
    
    
    
    
    3.3
    
    
    
    3.7
    
    
    
    5.0Expected return on plan assets
    
    
    
    
    
    
    
    
    
    
    (3.6
    )
    
    
    (3.6
    )
    
    
    (5.5
    )1.0
    
    
    
    1.5
    
    
    
    1.6Actual return on plan assets
    
    
    
    
    
    
    
    
    
    
    7.4
    
    
    
    8.2
    
    
    
    (11.3
    )
 F-46




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 18  Retirement benefit obligations (continued)
 (c) Reconciliations
 2011
    
    
    2010A$m
    
    
    A$mMovements in the benefit obligation:Balance at 1 July
    
    
    72.9
    
    
    
    73.4Current service cost
    
    
    1.3
    
    
    
    1.4Interest cost
    
    
    3.3
    
    
    
    3.7Actuarial loss/(gain)
    
    
    (0.7
    )
    
    
    8.4Benefits paid
    
    
    (3.8
    )
    
    
    (5.0
    )Contributions paid by members
    
    
    0.4
    
    
    
    0.4Settlements
    
    
-
    
    
    
    (4.0
    )Foreign exchange differences
    
    
    (8.8
    )
    
    
    (5.4
    )Balance at 30 June
    
    
    64.6
    
    
    
    72.9Reconciliation of the fair value of plan assets:Balance at 1 July
    
    
    61.9
    
    
    
    62.2Expected return on plan assets
    
    
    3.6
    
    
    
    3.6Actuarial gain
    
    
    3.8
    
    
    
    4.6Contributions by Group
    
    
    4.5
    
    
    
    5.1Contributions paid by members
    
    
    0.4
    
    
    
    0.4Benefits paid
    
    
    (3.8
    )
    
    
    (5.0
    )Settlements
    
    
-
    
    
    
    (3.9
    )Foreign exchange differences
    
    
    (7.8
    )
    
    
    (5.1
    )Balance at 30 June
    
    
    62.6
    
    
    
    61.9
 (d) Categories of plan assets
  2011
    
    
    2010A$m
    
    
    A$mCash
    
    
    8.3
    
    
    
    8.4Equity instruments
    
    
    36.5
    
    
    
    34.6Debt instruments
    
    
    13.5
    
    
    
    12.9Property
    
    
    4.3
    
    
    
    6.0Total plan assets
    
    
    62.6
    
    
    
    61.9
 (e) Actuarial gains and losses recognised in other comprehensive income
 2011
    
    
    2010
    
    
    2009A$m
    
    
    A$m
    
    
    A$mActuarial gain/(loss) recognised during the financial year
    
    
    4.5
    
    
    
    (3.8
    )
    
    
    (8.1
    )Income tax (expense)/benefit
    
    
    (1.7
    )
    
    
    1.1
    
    
    
    2.7Net actuarial gain/(loss)
    
    
    2.8
    
    
    
    (2.7
    )
    
    
    (5.4
    )Cumulative amount at 30 June
    
    
    (13.2
    )
    
    
    (17.7
    )
    
    
    (13.9
    )
 F-47




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 18  Retirement benefit obligations (continued)
 (f) Principal actuarial assumptions
 2011
    
    
    2010
    
    
    2009%
    
    
    %
    
    
    %AustraliaDiscount rate
    
    
    
    
    
    
    
    
    
    
    4.3
    
    
    
    4.2
    
    
    
    4.6Expected rate of return on plan assets
    
    
    
    
    
    
    
    
    
    
    7.3
    
    
    
    7.3
    
    
    
    8.0Future salary increases
    
    
    
    
    
    
    
    
    
    
    3.5
    
    
    
    4.0
    
    
    
    3.0United KingdomDiscount rate
    
    
    
    
    
    
    
    
    
    
    5.5
    
    
    
    5.3
    
    
    
    6.2Expected rate of return on plan assets
    
    
    
    
    
    
    
    
    
    
    5.6
    
    
    
    5.4
    
    
    
    6.1Future salary increases
    
    
    
    
    
    
    
    
    
    
    3.9
    
    
    
    3.6
    
    
    
    4.0United StatesDiscount rate
    
    
    
    
    
    
    
    
    
    
    5.5
    
    
    
    5.5
    
    
    
    6.5Expected rate of return on plan assets
    
    
    
    
    
    
    
    
    
    
    8.0
    
    
    
    8.0
    
    
    
    8.0Future salary increases
    
    
    
    
    
    
    
    
    
    
    3.5
    
    
    
    3.5
    
    
    
    3.5
  (g) Employer contributions
    (h) Historic summary
 2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007A$m
    
    
    A$m
    
    
    A$m
    
    
    A$m
    
    
    A$mDefined benefit plan obligation
    
    
    64.6
    
    
    
    72.9
    
    
    
    73.4
    
    
    
    81.6
    
    
    
    70.0Plan assets
    
    
    (62.6
    )
    
    
    (61.9
    )
    
    
    (62.2
    )
    
    
    (76.8
    )
    
    
    (77.4
    )Deficit/(surplus)
    
    
    2.0
    
    
    
    11.0
    
    
    
    11.2
    
    
    
    4.8
    
    
    
    (7.4
    )Experience adjustments arising on plan
liabilities
    
    
    (0.7
    )
    
    
    8.4
    
    
    
    (8.7
    )
    
    
    (0.5
    )
    
    
    (2.8
    )Experience adjustments arising on plan assets
    
    
    (3.8
    )
    
    
    (4.6
    )
    
    
    16.9
    
    
    
    11.8
    
    
    
    (3.9
    )
 F-48




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 19  Contributed equity
 (a) Share capital
  Numberof shares
    
    
    A$mBalance at 1 July 2009
    
    
    182,146,718
    
    
    
    2,352.9Issued under long-term incentive plans
    
    
    224,361
    
    
    
    0.5Issued under the dividend reinvestment plan
    
    
    442,346
    
    
    
    9.2Issued under the institutional placement1
    
    
    19,047,620
    
    
    
    391.4Issued under the share purchase plan2
    
    
    1,973,398
    
    
    
    41.2Balance at 30 June 2010
    
    
    203,834,443
    
    
    
    2,795.2Issued under long-term incentive plans
    
    
    363,177
    
    
    
    3.3Issued under the employee share scheme recognised as issued following
repayment of associated employee loans
    
    
    23,205
    
    
    
    0.3Issued under the dividend reinvestment plan
    
    
    1,149,463
    
    
    
    19.1Balance at 30 June 2011 for accounting purposes
    
    
    205,370,288
    
    
    
    2,817.9Issue of ordinary shares under the employee share scheme deemed to
be options for accounting purposes
    
    
    23,626
    
    
    
    -Balance at 30 June 2011 per share register
    
    
    205,393,914
    
    
    
    2,817.9
 
 1On 20 November 2009, the Company issued 19,047,620 ordinary shares at
A$21.00 per share.2On 17 December 2009, the Company issued 1,973,398
ordinary shares at A$21.00 per share. (b) Dividend reinvestment plan
  (c) Capital risk management
    F-49




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 19  Contributed equity (continued)
 (c) Capital risk management (continued)
  2011
    
    2010A$m
    
    A$mTotal borrowings
    
    
    291.7
    
    
    
    117.2Less: cash and cash equivalents
    
    
    (165.5
    )
    
    
    (132.3
    )Net debt
    
    
    126.2
    
    
    
    (15.1
    )Plus: total equity
    
    
    2,920.5
    
    
    
    3,278.8Total capital
    
    
    3,046.7
    
    
    
    3,263.7Gearing ratio
    
    
    4.1%
    
    
    
    -
  Note 20  Reserves and retained earnings
 (a) Reserves
 Available-Share-
    
    for sale
    
    Cash
    
    Foreignbased
    
    investme
    
    flow
    
    currencypayments
    
    nts
    
    hedging
    
    translation
    
    TotalA$m
    
    A$m
    
    A$m
    
    A$m
    
    A$mBalance at 1 July 2009
    
    
    38.4
    
    
    
    -
    
    
    
    0.4
    
    
    
    127.2
    
    
    
    166.0Equity-settled share-based payment expense
    
    
    16.9
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    16.9Revaluation  gross
    
    
    -
    
    
    
    (1.4
    )
    
    
    (0.9
    )
    
    
    -
    
    
    
    (2.3
    )Transfer to profit or loss - gross
    
    
    -
    
    
    
    -
    
    
    
    (0.6
    )
    
    
    -
    
    
    
    (0.6
    )Foreign currency translation differences
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (127.5
    )
    
    
    (127.5
    )Deferred tax
    
    
    (1.6
    )
    
    
    0.6
    
    
    
    0.4
    
    
    
    6.2
    
    
    
    5.6Balance at 30 June 2010
    
    
    53.7
    
    
    
    (0.8
    )
    
    
    (0.7
    )
    
    
    5.9
    
    
    
    58.1Equity-settled share-based payment expense
    
    
    15.7
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    15.7Cash settlement
    
    
    (0.8
    )
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (0.8
    )Revaluation  gross
    
    
    -
    
    
    
    -
    
    
    
    (0.1
    )
    
    
    -
    
    
    
    (0.1
    )Transfer to profit or loss - gross
    
    
    -
    
    
    
    1.4
    
    
    
    0.9
    
    
    
    -
    
    
    
    2.3Foreign currency translation differences
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (560.7
    )
    
    
    (560.7
    )Deferred tax
    
    
    3.3
    
    
    
    (0.6
    )
    
    
    (0.3
    )
    
    
    36.8
    
    
    
    39.2Balance at 30 June 2011
    
    
    71.9
    
    
    
    -
    
    
    
    (0.2
    )
    
    
    (518.0
    )
    
    
    (446.3
    )
 (b) Retained earnings
 2011
    
    2010A$m
    
    A$mBalance at 1 July
    
    
    425.5
    
    
    
    340.1Profit after tax
    
    
    192.1
    
    
    
    126.7Dividends paid
    
    
    (71.5
    )
    
    
    (38.6
    )Actuarial gain/(loss) on defined benefit plans, net of tax
    
    
    2.8
    
    
    
    (2.7
    )Balance at 30 June
    
    
    548.9
    
    
    
    425.5
 F-50




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 20  Reserves and retained earnings (continued)
 (c) Nature and purpose of reserves
 (i) Share-based payments reserve
  (ii) Available-for-sale investments reserve
  (iii) Cash flow hedging reserve
  (iv) Foreign currency translation reserve
  Note 21  Dividends
 (a) Dividends declared and paid during the year
 Cents per
    
    
    Franked
    
    
    2011
    
    2010
    
    2009share
    
    
    %
    
    
    A$m
    
    A$m
    
    A$mInterim 2011
    
    
    12.0
    
    
    
    42%
    
    
    
    24.6
    
    
    
    -
    
    
    
    -Final 2010
    
    
    23.0
    
    
    
    74%
    
    
    
    46.9
    
    
    
    -
    
    
    
    -Interim 2010
    
    
    10.0
    
    
    
    100%
    
    
    
    -
    
    
    
    20.4
    
    
    
    -Final 2009
    
    
    10.0
    
    
    
    100%
    
    
    
    -
    
    
    
    18.2
    
    
    
    -Interim 2009
    
    
    28.0
    
    
    
    100%
    
    
    
    -
    
    
    
    -
    
    
    
    50.9Final 2008
    
    
    75.0
    
    
    
    23%
    
    
    
    -
    
    
    
    -
    
    
    
    135.6Total dividends paid
    
    
    
    
    
    
    
    
    
    
    71.5
    
    
    
    38.6
    
    
    
    186.5Shares issued under the DRP
    
    
    
    
    
    
    
    
    
    
    (19.1
    )
    
    
    (9.2
    )
    
    
    (26.6
    )Total cash dividends paid
    
    
    
    
    
    
    
    
    
    
    52.4
    
    
    
    29.4
    
    
    
    159.9
  (b) Dividends not recognised at year end
   F-51




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 21  Dividends (continued)
 (c) Franked dividends
  2011
    
    
    2010A$m
    
    
    A$mFranking credits available for the subsequent financial years based on tax rate of
30% (2010: 30%)
    
    
    14.0
    
    
    
    16.2
  
    
    franking credits that will arise from the payment of the amount of the provision for income tax
and franking debits that will arise from refunds;
    
    franking debits that will arise from the payment of dividends recognised as a liability as at
the reporting date; and
    
    franking credits that will arise from the receipt of dividends recognised as receivables as at
the reporting date.
  Note 22  Contingencies
 (a) Guarantees
   (b) Environmental claims
  F-52




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 22  Contingencies (continued)
 (c) Legal claims
   (d) Tax audits
  (e) Subsidiaries
  Note 23  Commitments
 (a) Capital commitments
  2011
    
    2010A$m
    
    A$mPayable within one-year
    
    
    40.7
    
    
    
    26.3Payable later than one-year but not later than five-years
    
    
    0.5
    
    
    
    0.741.2
    
    
    
    27.0
  F-53




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 23  Commitments (continued)
 (b) Lease commitments
  2011
    
    2010A$m
    
    A$mNot later than one-year
    
    
    61.1
    
    
    
    59.0Later than one-year, but not later than three-years
    
    
    89.3
    
    
    
    95.6Later than three-years, but not later than five-years
    
    
    44.7
    
    
    
    41.1Later than five-years
    
    
    95.0
    
    
    
    121.0Total lease commitments not recognised as liabilities
    
    
    290.1
    
    
    
    316.7
  (c) Remuneration commitments
  2011
    
    2010A$m
    
    A$mPayable within one-year
    
    
    2.2
    
    
    
    2.6Payable later than one-year but not later than five-years
    
    
    -
    
    
    
    2.3Total remuneration commitments not recognised as liabilities
    
    
    2.2
    
    
    
    4.9
 Note 24  Share ownership plans
   (a) Effect of share-based payments on profit or loss
  F-54




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 24  Share ownership plans (continued)
 (b) Long-Term Incentive Plan (LTIP)
  (i) Share options
  Ordinary shares
    
    
    ADSs2011
    
    
    2010
    
    
    2011
    
    
    2010Risk-free interest rate
    
    
    5.1%
    
    
    
    5.2%
    
    
    
    2.0%
    
    
    
    2.7%Dividend yield
    
    
    3.0%
    
    
    
    4.0%
    
    
    
    3.0%
    
    
    
    4.0%Volatility
    
    
    39.6%
    
    
    
    49.0%
    
    
    
    59.0%
    
    
    
    59.0%Expected life (years)
    
    
    3.8
    
    
    
    4.2
    
    
    
    4.2
    
    
    
    4.3Share price at grant date
    
    
    A$17.81
    
    
    
    A$21.26
    
    
    
    US$16.90
    
    
    
    US$19.21Weighted average fair value
    
    
    A$5.04
    
    
    
    A$6.78
    
    
    
    US$6.15
    
    
    
    US$6.56
  Options outstanding
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averageNumber
    
    
    exercise
    
    
    Number
    
    
    exerciseof options
    
    
    price $
    
    
    of options
    
    
    price $2011
    
    
    2011
    
    
    2010
    
    
    2010Ordinary shares:Balance at 1 July
    
    
    781,579
    
    
    
    A$21.11
    
    
    
    558,792
    
    
    
    A$20.48Granted
    
    
    384,908
    
    
    
    A$17.62
    
    
    
    270,207
    
    
    
    A$21.95Forfeited
    
    
    (12,252
    )
    
    
    A$22.74
    
    
    
    (47,420
    )
    
    
    A$18.50Exercised
    
    
    (90,290
    )
    
    
    A$13.11
    
    
    
    -
    
    
    
    -Balance at 30 June
    
    
    1,063,945
    
    
    
    A$20.51
    
    
    
    781,579
    
    
    
    A$21.11Exercisable at 30 June
    
    
    338,032
    
    
    
    A$22.97
    
    
    
    173,149
    
    
    
    A$20.68ADSs:Balance at 1 July
    
    
    1,802,588
    
    
    
    US$18.08
    
    
    
    1,182,472
    
    
    
    US$16.78Granted
    
    
    911,868
    
    
    
    US$16.99
    
    
    
    729,933
    
    
    
    US$20.57Forfeited
    
    
    (47,248
    )
    
    
    US$19.61
    
    
    
    (109,817
    )
    
    
    US$20.68Exercised
    
    
    (58,443
    )
    
    
    US$12.19
    
    
    
    -
    
    
    -Balance at 30 June
    
    
    2,608,765
    
    
    
    US$17.80
    
    
    
    1,802,588
    
    
    
    US$18.08Exercisable at 30 June
    
    
    900,741
    
    
    
    US$17.78
    
    
    
    368,898
    
    
    
    US$16.51
  F-55




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 24  Share ownership plans (continued)
 (b) Long-Term Incentive Plan (LTIP) (continued)
  Outstanding
    
    ExercisableWeighted
    
    
    
    
    
    
    
    
    
    WeightedWeighted
    
    average
    
    
    
    
    
    Weighted
    
    averageaverage
    
    remaining
    
    
    
    
    
    average
    
    remainingExercise price
    
    Number
    
    exercise
    
    contractual
    
    Number
    
    exercise
    
    contractualrange
    
    of options
    
    price
    
    life (years)
    
    of options
    
    price
    
    life (years)Ordinary shares:A$8 - A$20
    
    
    523,930
    
    
    
    A$17.26
    
    
    
    5.94
    
    
    
    64,322
    
    
    
    A$17.79
    
    
    
    4.76A$20 - A$30
    
    
    540,015
    
    
    
    A$23.65
    
    
    
    5.20
    
    
    
    273,710
    
    
    
    A$24.19
    
    
    
    5.121,063,945
    
    
    
    A$20.51
    
    
    
    5.57
    
    
    
    338,032
    
    
    
    A$22.97
    
    
    
    5.05ADSs:US$8 - US$20
    
    
    1,289,828
    
    
    
    US$14.89
    
    
    
    5.79
    
    
    
    252,598
    
    
    
    US$10.37
    
    
    
    4.54US$20 - US$30
    
    
    1,318,937
    
    
    
    US$20.67
    
    
    
    5.16
    
    
    
    648,143
    
    
    
    US$20.68
    
    
    
    5.042,608,765
    
    
    
    US$17.80
    
    
    
    5.47
    
    
    
    900,741
    
    
    
    US$17.78
    
    
    
    4.90
 (ii) Performance rights
    Ordinary shares
    
    
    ADSs2011
    
    
    2010
    
    
    2011
    
    
    2010Dividend yield
    
    
    3.0%
    
    
    
    4.0%
    
    
    
    3.0%
    
    
    
    4.0%Risk-free interest rate
    
    
    5.2%
    
    
    
    5.2%
    
    
    
    1.3%
    
    
    
    2.7%Volatility
    
    
    49.0%
    
    
    
    49.0%
    
    
    
    59.0%
    
    
    
    59.0%Share price at grant date
    
    
    A$17.81
    
    
    
    A$21.26
    
    
    
    US$16.90
    
    
    
    US$19.27
 F-56




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 24  Share ownership plans (continued)
 (b) Long-Term Incentive Plan (LTIP) (continued)
 (ii) Performance rights (continued)
 Performance rights outstanding
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averagefair value
    
    
    
    
    
    
    fair valueNumber of
    
    
    at grant
    
    
    Number of
    
    
    at grantshares
    
    
    date $
    
    
    shares
    
    
    date $2011
    
    
    2011
    
    
    2010
    
    
    2010Ordinary shares:Non-vested balance at 1 July
    
    
    633,628
    
    
    
    A$22.61
    
    
    
    854,616
    
    
    
    A$24.51Granted
    
    
    167,525
    
    
    
    A$14.04
    
    
    
    119,268
    
    
    
    A$15.81Forfeited/cancelled
    
    
    (110,122
    )
    
    
    A$26.69
    
    
    
    (206,422
    )
    
    
    A$23.79Vested1
    
    
    (146,185
    )
    
    
    A$24.97
    
    
    
    (133,834
    )
    
    
    A$26.90Non-vested balance at 30 June
    
    
    544,846
    
    
    
    A$18.51
    
    
    
    633,628
    
    
    
    A$22.61ADSs:Balance at 1 July
    
    
    674,990
    
    
    
    US$11.04
    
    
    
    186,477
    
    
    
    US$8.81Granted
    
    
    741,883
    
    
    
    US$9.22
    
    
    
    507,862
    
    
    
    US$11.87Forfeited/cancelled
    
    
    (18,809
    )
    
    
    US$10.56
    
    
    
    (19,349
    )
    
    
    US$11.75Vested
    
    
    -
    
    
    -
    
    
    
    -
    
    
    -Non-vested balance at 30 June
    
    
    1,398,064
    
    
    
    US$10.08
    
    
    
    674,990
    
    
    
    US$11.04
 
 154,780 rights were settled in cash (iii) Restricted share units
  Restricted share units outstanding
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averagefair value
    
    
    
    
    
    
    fair valueNumber of
    
    
    at grant
    
    
    Number of
    
    
    at grantshares
    
    
    date $
    
    
    shares
    
    
    date $2011
    
    
    2011
    
    
    2010
    
    
    2010Ordinary shares:Non-vested balance at 1 July
    
    
    19,042
    
    
    
    A$23.51
    
    
    
    76,159
    
    
    
    A$14.48Granted
    
    
    45,907
    
    
    
    A$14.86
    
    
    
    4,885
    
    
    
    A$19.51Forfeited/cancelled
    
    
    -
    
    
    
    -
    
    
    
    (8,648
    )
    
    
    A$11.83Vested
    
    
    (7,874
    )
    
    
    A$24.17
    
    
    
    (53,354
    )
    
    
    A$12.15Non-vested balance at 30 June
    
    
    57,075
    
    
    
    A$16.46
    
    
    
    19,042
    
    
    
    A$23.51ADSs:Balance at 1 July
    
    
    80,210
    
    
    
    US$17.90
    
    
    
    11,562
    
    
    
    US$19.27Granted
    
    
    149,720
    
    
    
    US$18.86
    
    
    
    75,140
    
    
    
    US$17.81Forfeited/cancelled
    
    
    (12,036
    )
    
    
    US$19.06
    
    
    
    (1,319
    )
    
    
    US$18.13Vested
    
    
    (24,165
    )
    
    
    US$18.49
    
    
    
    (5,173
    )
    
    
    US$19.73Non-vested balance at 30 June
    
    
    193,729
    
    
    
    US$18.49
    
    
    
    80,210
    
    
    
    US$17.90
 F-57




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 24  Share ownership plans (continued)
 (c) Former Executive Long-Term Incentive Plan (LTI Share Plan)
    Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averageNumber
    
    
    purchase
    
    
    Number
    
    
    purchaseof shares
    
    
    price A$
    
    
    of shares
    
    
    price A$2011
    
    
    2011
    
    
    2010
    
    
    2010Balance at 1 July
    
    
    46,831
    
    
    
    $16.88
    
    
    
    80,851
    
    
    
    $17.66Forfeited
    
    
    -
    
    
    
    -
    
    
    
    (34,020
    )
    
    
    $18.73Exercised
    
    
    (23,205
    )
    
    
    $14.99
    
    
    
    -
    
    
    
    -Balance at 30 June
    
    
    23,626
    
    
    
    $18.73
    
    
    
    46,831
    
    
    
    $16.88Exercisable at 30 June
    
    
    23,626
    
    
    
    $18.73
    
    
    
    46,831
    
    
    
    $16.88
  (d) Transition Incentive Share Plan related to the Metal Management merger
  (i) Share options
  F-58




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 24  Share ownership plans (continued)
 (d) Transition Incentive Share Plan related to the Metal Management merger (continued)
 (i) Share options (continued)
  Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averageNumber

    
    exercise
    
    
    Number

    
    exerciseof options

    
    price US$
    
    
    of options

    
    price US$2011

    
    2011
    
    
    2010

    
    2010Balance at 1 July
    
    
    706,000
    
    
    
    $15.58
    
    
    
    738,000
    
    
    
    $15.54Exercised
    
    
    (91,000
    )
    
    
    $15.29
    
    
    
    (32,000
    )
    
    
    $15.29Balance at 30 June
    
    
    615,000
    
    
    
    $15.62
    
    
    
    706,000
    
    
    
    $15.58Exercisable at 30 June
    
    
    615,000
    
    
    
    $15.62
    
    
    
    706,000
    
    
    
    $15.58
  (ii) Restricted shares
  Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averagefair value
    
    
    
    
    
    
    fair valueNumber

    
    at grant
    
    
    Number

    
    at grantof shares
    

    date US$
    
    
    of shares

    
    date US$2011
    
    2011
    
    
    2010

    
    2010Non-vested balance at 1 July
    
    
    60,966
    
    
    
    $25.27
    
    
    
    142,281
    
    
    
    $25.27Forfeited
    
    
    (3,418
    )
    
    
    $25.27
    
    
    
    (12,916
    )
    
    
    $25.27Vested
    
    
    (57,548
    )
    
    
    $25.27
    
    
    
    (68,399
    )
    
    
    $25.27Non-vested balance at 30 June
    
    
    -
    
    
    
    -
    
    
    
    60,966
    
    
    
    $25.27
 F-59




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 25  Key management personnel disclosures
  (a) Key management personnel compensation
 2011
    
    
    2010A$
    
    
    A$Short-term benefits
    
    
    10,788,124
    
    
    
    11,989,245Long-term benefits
    
    
    31,823
    
    
    
    2,050,041Post-employment benefits
    
    
    329,944
    
    
    
    784,335Termination benefits
    
    
    -
    
    
    
    1,551,200Share-based payments
    
    
    6,988,624
    
    
    
    7,249,46318,138,515
    
    
    
    23,624,284
  (b) Equity instrument disclosures relating to key management personnel
 (i) Options provided as remuneration and shares issued on exercise of such options
  (ii) Share holdings
  2011
    
    
    
    
    
    Received
    
    
    
    
    
    
    OtherBalance at
    
    
    on exercise
    
    
    
    
    
    
    changes
    
    
    Balance1 July
    
    
    of options
    
    
    Purchases/
    
    
    during the
    
    
    at 30 JuneName
    
    2010
    
    
    or rights
    
    
    (sales)
    
    
    year
    
    
    2011Non-Executive Directors:N Bobins (ADS)
    
    
    54,600
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    54,600G Brunsdon
    
    
    3,870
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,870M Feeney
    
    
    27,789
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    27,789R Lewon (ADS)
    
    
    -
    
    
    
    29,500
    
    
    
    (29,500
    )
    
    
    -
    
    
    
    -G Morris (ADS)
    
    
    25,000
    
    
    
    61,500
    
    
    
    (56,500
    )
    
    
    -
    
    
    
    30,000C Renwick
    
    
    3,144
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,144J Thompson (ADS)
    
    
    -
    
    
    
    -
    
    
    
    5,000
    
    
    
    -
    
    
    
    5,000P Varello (ADS)
    
    
    52,125
    
    
    
    -
    
    
    
    22,800
    
    
    
    -
    
    
    
    74,925Executive Director:D Dienst (ADS)1
    
    
    603,293
    
    
    
    -
    
    
    
    -
    
    
    
    (6,000
    )
    
    
    597,293Senior Executives:G Davy
    
    
    57,686
    
    
    
    9,484
    
    
    
    -
    
    
    
    -
    
    
    
    67,170R Kelman (ADS)
    
    
    14,979
    
    
    
    64,705
    
    
    
    (79,684
    )
    
    
    -
    
    
    
    -R Larry (ADS)
    
    
    80,972
    
    
    
    5,260
    
    
    
    (31,755
    )
    
    
    -
    
    
    
    54,477D McGree
    
    
    42,099
    
    
    
    5,363
    
    
    
    -
    
    
    
    -
    
    
    
    47,462A Ratner (ADS)
    
    
    87,959
    
    
    
    -
    
    
    
    (12,241
    )
    
    
    -
    
    
    
    75,718
 
 1Other changes for Mr Dienst represent a charitable gift. F-60




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel (continued)
 (ii) Share holdings (continued)
 2010
    
    
    
    
    
    Received
    
    
    
    
    
    
    Otheron exercise
    
    
    
    
    
    
    changes
    
    
    BalanceBalance at
    
    
    of options
    
    
    Purchases/
    
    
    during the
    
    
    at 30 JuneName
    
    1 July 2009
    
    
    or rights
    
    
    (sales)
    
    
    year
    
    
    2010Non-Executive Directors:N Bobins (ADS)
    
    
    54,600
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    54,600G Brunsdon1
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,870
    
    
    
    3,870M Feeney
    
    
    26,674
    
    
    
    -
    
    
    
    1,115
    
    
    
    -
    
    
    
    27,789R Lewon (ADS)
    
    
    -
    
    
    
    32,000
    
    
    
    (32,000
    )
    
    
    -
    
    
    
    -P Mazoudier2
    
    
    15,201
    
    
    
    -
    
    
    
    -
    
    
    
    (15,201
    )
    
    
    -G Morris (ADS)
    
    
    20,000
    
    
    
    -
    
    
    
    5,000
    
    
    
    -
    
    
    
    25,000C Renwick
    
    
    3,144
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,144P Varello (ADS)
    
    
    30,825
    
    
    
    -
    
    
    
    21,300
    
    
    
    -
    
    
    
    52,125Executive Directors:D Dienst (ADS)
    
    
    1,156,872
    
    
    
    -
    
    
    
    (553,579
    )
    
    
    -
    
    
    
    603,293J Sutcliffe3
    
    
    32,577
    
    
    
    -
    
    
    
    -
    
    
    
    (32,577
    )
    
    
    -Senior Executives:G Davy
    
    
    3,003
    
    
    
    54,683
    
    
    
    -
    
    
    
    -
    
    
    
    57,686R Kelman (ADS)
    
    
    30,048
    
    
    
    14,931
    
    
    
    (30,000
    )
    
    
    -
    
    
    
    14,979R Larry (ADS)
    
    
    90,972
    
    
    
    -
    
    
    
    (10,000
    )
    
    
    -
    
    
    
    80,972D McGree
    
    
    11,924
    
    
    
    30,175
    
    
    
    -
    
    
    
    -
    
    
    
    42,099A Ratner (ADS)
    
    
    101,249
    
    
    
    -
    
    
    
    (13,290
    )
    
    
    -
    
    
    
    87,959
 
 1Mr Brunsdon was appointed to the Board on 20 November 2009. Other changes comprise 3,851
shares held by Mr Brunsdon on the date of his appointment and 19 shares acquired through the
DRP.2Mr Mazoudier retired from the Board on 20 November 2009. Other changes for Mr Mazoudier
represent his share holdings on the date of his retirement.3Mr Sutcliffes service agreement was terminated by way of
redundancy on 26 August 2009. Other changes for Mr Sutcliffe represent his share holdings on 26
August 2009. F-61




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel (continued)
 (iii) Option holdings
  2011
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balanceat 1 July
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    at 30 JuneName
    
    2010
    
    
    Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    2011
    
    Vested
    
    
    UnvestedNon-Executive Directors:R Lewon (ADS)
    
    
    91,000
    
    
    
    -
    
    
    
    (29,500
    )
    
    
    -
    
    
    
    61,500
    
    
    
    61,500
    
    
    
    -G Morris (ADS)
    
    
    205,000
    
    
    
    -
    
    
    
    (61,500
    )
    
    
    -
    
    
    
    143,500
    
    
    
    143,500
    
    
    
    -Executive Director:D Dienst (ADS)
    
    
    769,691
    
    
    
    203,908
    
    
    
    -
    
    
    
    -
    
    
    
    973,599
    
    
    
    590,447
    
    
    
    383,152Senior Executives:G Davy
    
    
    86,181
    
    
    
    42,472
    
    
    
    -
    
    
    
    -
    
    
    
    128,653
    
    
    
    45,043
    
    
    
    83,610R Kelman (ADS)
    
    
    132,578
    
    
    
    50,977
    
    
    
    (58,443
    )
    
    
    -
    
    
    
    125,112
    
    
    
    14,971
    
    
    
    110,141R Larry (ADS)
    
    
    165,722
    
    
    
    63,721
    
    
    
    -
    
    
    
    -
    
    
    
    229,443
    
    
    
    91,767
    
    
    
    137,676D McGree1
    
    
    94,442
    
    
    
    56,562
    
    
    
    -
    
    
    
    -
    
    
    
    151,004
    
    
    
    47,325
    
    
    
    103,679A Ratner (ADS)
    
    
    132,578
    
    
    
    50,977
    
    
    
    -
    
    
    
    -
    
    
    
    183,555
    
    
    
    73,414
    
    
    
    110,141
 
 1Options granted to Mr McGree are phantom options which are cash-settled. 2010
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balanceat 1 July
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    at 30 JuneName
    
    2009
    
    
    Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    2010
    
    Vested
    
    
    UnvestedNon-Executive Directors:R Lewon (ADS)
    
    
    123,000
    
    
    
    -
    
    
    
    (32,000
    )
    
    
    -
    
    
    
    91,000
    
    
    
    91,000
    
    
    
    -G Morris (ADS)
    
    
    205,000
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    205,000
    
    
    
    205,000
    
    
    
    -Executive Directors:D Dienst (ADS)
    
    
    591,654
    
    
    
    178,037
    
    
    
    -
    
    
    
    -
    
    
    
    769,691
    
    
    
    470,551
    
    
    
    299,140J Sutcliffe1
    
    
    135,435
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    135,435
    
    
    
    45,145
    
    
    
    90,290Senior Executives:T Bird2
    
    
    39,347
    
    
    
    -
    
    
    
    -
    
    
    
    (39,347
    )
    
    
    -
    
    
    
    -
    
    
    
    -G Davy
    
    
    48,950
    
    
    
    37,231
    
    
    
    -
    
    
    
    -
    
    
    
    86,181
    
    
    
    16,317
    
    
    
    69,864R Kelman (ADS)
    
    
    87,664
    
    
    
    44,914
    
    
    
    -
    
    
    
    -
    
    
    
    132,578
    
    
    
    29,221
    
    
    
    103,357R Larry (ADS)
    
    
    109,580
    
    
    
    56,142
    
    
    
    -
    
    
    
    -
    
    
    
    165,722
    
    
    
    36,526
    
    
    
    129,196D McGree
    
    
    47,534
    
    
    
    46,908
    
    
    
    -
    
    
    
    -
    
    
    
    94,442
    
    
    
    15,845
    
    
    
    78,597A Ratner (ADS)
    
    
    87,664
    
    
    
    44,914
    
    
    
    -
    
    
    
    -
    
    
    
    132,578
    
    
    
    29,221
    
    
    
    103,357
 
 1Mr Sutcliffes service agreement was terminated by way of redundancy on 26 August 2009.
Balance represents options that will vest in future periods based on satisfaction of performance
criteria as a result of good-leaver provisions in his share-based awards.2The Company accepted Mr Birds resignation on 17 August 2009 and, as a result, he
forfeited his outstanding options. F-62




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 25  Key management personnel disclosures (continued)
 (b) Equity instrument disclosures relating to key management personnel (continued)
 (iv) Rights and award holdings
  2011
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balanceat 1 July
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    at 30 JuneName
    
    2010
    
    
    Granted
    
    
    Vested
    
    
    Forfeited
    
    
    2011Executive Director:D Dienst (ADS)
    
    
    258,098
    
    
    
    271,865
    
    
    
    -
    
    
    
    -
    
    
    
    529,963Senior Executives:G Davy
    
    
    58,077
    
    
    
    47,303
    
    
    
    (9,484
    )
    
    
    -
    
    
    
    95,896R Kelman (ADS)
    
    
    88,755
    
    
    
    33,983
    
    
    
    (6,262
    )
    
    
    -
    
    
    
    116,476R Larry (ADS)
    
    
    95,921
    
    
    
    42,479
    
    
    
    (5,260
    )
    
    
    -
    
    
    
    133,140D McGree
    
    
    58,146
    
    
    
    24,517
    
    
    
    (5,363
    )
    
    
    -
    
    
    
    77,300A Ratner (ADS)
    
    
    72,653
    
    
    
    33,983
    
    
    
    (8,542
    )
    
    
    -
    
    
    
    98,094
 2010
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balanceat 1 July
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    at 30 JuneName
    
    2009
    
    
    Granted
    
    
    Vested
    
    
    Forfeited
    
    
    Changes
    
    
    2010Executive Directors:D Dienst (ADS)
    
    
    61,092
    
    
    
    197,006
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    258,098J Sutcliffe1
    
    
    258,344
    
    
    
    -
    
    
    
    -
    
    
    
    (23,982
    )
    
    
    (86,212
    )
    
    
    148,150Senior Executives:T Bird2
    
    
    62,773
    
    
    
    -
    
    
    
    -
    
    
    
    (62,773
    )
    
    
    -
    
    
    
    -G Davy
    
    
    99,655
    
    
    
    16,928
    
    
    
    (54,683
    )
    
    
    (3,823
    )
    
    
    -
    
    
    
    58,077R Kelman (ADS)
    
    
    78,155
    
    
    
    25,531
    
    
    
    (14,931
    )
    
    
    -
    
    
    
    -
    
    
    
    88,755R Larry (ADS)
    
    
    48,225
    
    
    
    47,696
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    95,921D McGree
    
    
    71,126
    
    
    
    20,728
    
    
    
    (30,175
    )
    
    
    (3,533
    )
    
    
    -
    
    
    
    58,146A Ratner (ADS)
    
    
    55,664
    
    
    
    25,531
    
    
    
    (8,542
    )
    
    
    -
    
    
    
    -
    
    
    
    72,653
 
 1Mr Sutcliffes service agreement was terminated by way of redundancy on 26 August 2009.
Pursuant to the good-leaver provisions in his award agreement, Mr Sutcliffe retained his rights.
Other changes represent rights which were cash-settled as part of Mr Sutcliffes
redundancy.2The Company accepted Mr Birds resignation on 17 August 2009 and, as a result, he forfeited
his unvested rights. (c) Other transactions with key management personnel
    F-63




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 26  Remuneration of auditors
   2011
    
    2010A$000
    
    A$000PricewaterhouseCoopers  Australian Firm:Audit of financial statements
    
    
    2,264
    
    
    
    2,042Taxation services
    
    
    13
    
    
    
    30Other assurance related services
    
    
    55
    
    
    
    4992,332
    
    
    
    2,571Related practices of PricewaterhouseCoopers  Australian Firm:Audit of financial statements
    
    
    3,032
    
    
    
    3,207Taxation services
    
    
    294
    
    
    
    523Acquisition due diligence and other
    
    
    11
    
    
    
    863,337
    
    
    
    3,816Total remuneration for PricewaterhouseCoopers
    
    
    5,669
    
    
    
    6,387
 Note 27  Business combinations
 (a) Summary of acquisitions
  
    
    In August 2010, the Group purchased the recycling assets and business of Wincanton
Recycling Ltd. This e-recycling business has recycling plants at various locations in the United
Kingdom.
    
    In October 2010, the Group purchased the issued capital of TIC Group India Private Limited.
This e-recycling business is located in Delhi, India.
    
    In December 2010, the Group purchased the issued capital of Cooper Metals Recycling
Limited. This business is a ferrous and non-ferrous scrap processor located in the United
Kingdom.
    
    In December 2010, the Group purchased certain assets and the business of Crashs Auto Parts
& Sales, Inc. This business is a ferrous and non-ferrous scrap processor located in Utica, New
York in the United States.
    
    In January 2011, the Group purchased certain assets and the business of Commercial Metal
Recycling Services. This business is a ferrous and non-ferrous scrap processor that operates a
network of eight yards across Queensland, Australia.
    
    In February 2011, the Group purchased the issued capital of Metrade handels GmbH. This
e-recycling business is located in Austria.
    
    In March 2011, the Group purchased the issued capital of Device ICT Recycling BV, Device
Automation Czech, and Device Poland Sp. Zo.o. This e-recycling business has operations in the
Netherlands, the Czech Republic and Poland.
    
    In April 2011, the Group purchased the issued capital of ergoTrade AG. This e-recycling
business has operations in Germany, Hungary and Croatia.
    
    In April 2011, the Group purchased certain assets and the business of East Coast Metal
Recovery, LLC. This business is a ferrous and non-ferrous scrap processor located in Deptford,
New Jersey in the United States.
 F-64




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 27  Business combinations (continued)
 (a) Summary of acquisitions (continued)
 
    
    In April 2011, the Group purchased certain assets and the business of Thomas Metals Group,
LLC. This business is a ferrous and non-ferrous scrap processor located in Tulsa, Oklahoma in
the United States.
    
    In May 2011, the Group purchased the issued capital of Dunn Brothers
(1995) Limited. This business is a ferrous and non-ferrous scrap processor with various
locations throughout the United Kingdom.
  (b) Purchase consideration and assets and liabilities acquired
  A$mCash paid for current year acquisitions
    
    
    105.3Payments for contingent consideration on prior period acquisitions
    
    
    4.6Cash acquired
    
    
    (4.1
    )Cash outflow for acquisitions
    
    
    105.8
  FairvalueA$mCash
    
    
    4.1Trade and other receivables
    
    
    24.4Inventories
    
    
    12.9Property, plant and equipment (Note 12)
    
    
    58.9Deferred tax asset
    
    
    0.1Identified intangible assets (Note 14)
    
    
    6.9Trade and other payables
    
    
    (32.3
    )Borrowings
    
    
    (30.1
    )Current tax liabilities
    
    
    (0.3
    )Non-current payables
    
    
    (1.2
    )Deferred tax liability
    
    
    (0.9
    )Net assets acquired
    
    
    42.5
  A$mTotal cash consideration
    
    
    105.3Less: net assets acquired
    
    
    (42.5
    )Goodwill on acquisition
    
    
    62.8
  F-65




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 28  Subsidiaries
  Country of
    
    Equity holding %Name of entity
    
    Incorporation
    
    2011
    
    2010Sims Metal Management Limited
    
    AustraliaSims Group Australia Holdings Limited (i)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Aluminium Pty Limited (i)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims E-Recycling Pty Limited
    
    Australia
    
    
    90
    %
    
    
    90
    %Sims Tyrecycle Properties Pty Ltd(iii)
    
    Australia
    
    
    0
    %
    
    
    100
    %Simsmetal Holdings Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Simsmetal Properties QLD Pty Limited (formerly Sims Energy
Pty Limited)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Industrial Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Simsmetal Services Pty Limited (i)
    
    Australia
    
    
    100
    %
    
    
    100
    %Simsmetal Properties NSW Pty Limited (formerly Sims
Manufacturing Pty Limited)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Group Holdings 3 Pty Limited (formerly Simsmetal
Executive Staff Superannuation Pty Limited)
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Superannuation Management Pty Limited(iii)
    
    Australia
    
    
    0
    %
    
    
    100
    %Universal Inspection and Testing Company Pty Limited
    
    Australia
    
    
    100
    %
    
    
    100
    %Simsmetal Staff Equity Pty Limited(iii)
    
    Australia
    
    
    0
    %
    
    
    100
    %Sims Group Holdings 1 Pty Ltd
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Group Holdings 2 Pty Ltd
    
    Australia
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions Holding Austria GmbH(ii)
    
    Austria
    
    
    100
    %
    
    
    0
    %Sims Recycling Solutions Anteilsverwaltung Austria GmbH(ii)
    
    Austria
    
    
    100
    %
    
    
    0
    %Sims metrade GmbH(ii)
    
    Austria
    
    
    100
    %
    
    
    0
    %Sims Recycling Solutions NV
    
    Belgium
    
    
    100
    %
    
    
    100
    %Sims Group Recycling Solutions Canada Ltd
    
    Canada
    
    
    100
    %
    
    
    100
    %Sims Group Canada Holdings Limited
    
    Canada
    
    
    100
    %
    
    
    100
    %ErgoTrade d.o.o.(ii)
    
    Croatia
    
    
    100
    %
    
    
    0
    %Sims Lifecycle Services s.r.o.(ii)
    
    Czech Republic
    
    
    100
    %
    
    
    0
    %Sims Recycling Solutions SARL
    
    France
    
    
    100
    %
    
    
    100
    %Sims Group German Holdings GmbH
    
    Germany
    
    
    100
    %
    
    
    100
    %Sims M+R GmbH
    
    Germany
    
    
    100
    %
    
    
    100
    %Sims Lifecycle Services GmbH (formerly Sims Technorecycle
GmBH)
    
    Germany
    
    
    100
    %
    
    
    100
    %Sims Metal Management Asia Limited
    
    Hong Kong
    
    
    100
    %
    
    
    100
    %Sims Metal Management China Holdings Limited(ii)
    
    Hong Kong
    
    
    100
    %
    
    
    0
    %Sims Lifecycle Services Kft(ii)
    
    Hungary
    
    
    100
    %
    
    
    0
    %Trishyiraya Recycling India Private Limited
    
    India
    
    
    100
    %
    
    
    100
    %TIC Group India Private Limited (ii)
    
    India
    
    
    100
    %
    
    
    0
    %Sims Group Mauritius Limited
    
    Mauritius
    
    
    100
    %
    
    
    100
    %Mirec BV
    
    Netherlands
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions Coöperatief B.A.
    
    Netherlands
    
    
    100
    %
    
    
    100
    %Sims Lifecycle Services BV(ii)
    
    Netherlands
    
    
    100
    %
    
    
    0
    %Sims E-Recycling (NZ) Limited
    
    New Zealand
    
    
    90
    %
    
    
    90
    %Simsmetal Industries Limited
    
    New Zealand
    
    
    100
    %
    
    
    100
    %PNG Recycling Limited
    
    PNG
    
    
    100
    %
    
    
    100
    %Device Polska Sp. z.o.o.(ii)
    
    Poland
    
    
    100
    %
    
    
    0
    %Sims Recycling Solutions Africa Pty Ltd
    
    Republic of South Africa
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions Pte. Ltd.
    
    Singapore
    
    
    100
    %
    
    
    100
    %
 F-66




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 28  Subsidiaries (continued)
 Country of
    
    Equity holding %Name of entity
    
    Incorporation
    
    2011
    
    2010Sims Recycling Solutions AB
    
    Sweden
    
    
    100
    %
    
    
    100
    %Sims Group UK Holdings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group UK Intermediate Holdings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group UK Limited
    
    UK
    
    
    100
    %
    
    
    100
    %C Herring & Son Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Life Cycle Services Limited
    
    UK
    
    
    100
    %
    
    
    100
    %All Metal Recovery Limited
    
    UK
    
    
    100
    %
    
    
    100
    %All Metal Recovery Cradley Heath Limited
    
    UK
    
    
    100
    %
    
    
    100
    %ER Coley (Steel) Limited
    
    UK
    
    
    100
    %
    
    
    100
    %ER Coley (Cast) Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Evans & Mondon Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions UK Holdings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions UK Group Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions UK Limited
    
    UK
    
    
    100
    %
    
    
    100
    %United Castings Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Group UK Pension Trustees Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Recommit Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Sims Cymru Limited
    
    UK
    
    
    100
    %
    
    
    100
    %Cooper Metal Recycling Limited(ii)
    
    UK
    
    
    100
    %
    
    
    0
    %Dunn Brothers (1995) Limited(ii)
    
    UK
    
    
    100
    %
    
    
    0
    %Sims Recycling Solutions Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Recycling Solutions Holdings Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Global Investment Recovery, Incorporated
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Metal Management USA GP
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Group USA Holdings Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %SHN Co., LLC
    
    USA
    
    
    100
    %
    
    
    100
    %HNW Recycling LLC
    
    USA
    
    
    100
    %
    
    
    100
    %HNE Recycling LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Dover Barge Company
    
    USA
    
    
    100
    %
    
    
    100
    %North Carolina Resource Conservation LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Simsmetal East LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Municipal Recycling of New York LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Schiabo Larovo Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Simsmetal West LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Group Global Trade Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Sims Group USA Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %MM Metal Dynamics Holdings, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Dynamics LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Dynamics Detroit LLC
    
    USA
    
    
    100
    %
    
    
    100
    %TH Properties LLC
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Midwest, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %CIM Trucking, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Indiana, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Memphis, L.L.C.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Ohio, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %SMM  North America Trade Corporation
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Pittsburgh, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Aerospace, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management West Coast Holdings, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %
 F-67




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 28  Subsidiaries (continued)
 Country of
    
    Equity holding %Name of entity
    
    Incorporation
    
    2011
    
    2010Metal Management West, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Arizona, L.L.C.
    
    USA
    
    
    100
    %
    
    
    100
    %Proler Southwest GP, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Proler Southwest, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Proler Southwest LP
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Alabama, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Mississippi, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Naporano Iron & Metal, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management Northeast, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %SMM New England Corporation (formerly Metal Management
Connecticut, Inc.)
    
    USA
    
    
    100
    %
    
    
    100
    %New York Recycling Ventures, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Metal Management New Haven, Inc.
    
    USA
    
    
    100
    %
    
    
    100
    %Reserve Iron & Metal Limited Partnership
    
    USA
    
    
    100
    %
    
    
    100
    %Port Albany Ventures, LLC
    
    USA
    
    
    100
    %
    
    
    100
    %
 
 (i) These subsidiaries and the Company are parties to a DCG under which each entity guarantees
the debts of the others. The above entities represent a Closed Group and an Extended Closed Group
for the purposes of the relevant Australian Securities and Investments Commission Class Order.(ii) These subsidiaries were acquired or incorporated during the year.(iii) These subsidiaries were de-registered during the year  F-68




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 28  Subsidiaries (continued)
 Deed of Cross Guarantee
(DCG)
    2011
    
    
    2010A$m
    
    
    A$m(i) Condensed income statementProfit before income tax
    
    
    49.4
    
    
    
    40.6Income tax expense
    
    
    (10.8
    )
    
    
    (12.5
    )Profit after tax
    
    
    38.6
    
    
    
    28.1(ii) Statement of comprehensive incomeProfit after tax
    
    
    38.6
    
    
    
    28.1Other comprehensive income:Changes in the fair value of derivatives held as cash flow hedges, net of tax
    
    
    1.7
    
    
    
    (0.7
    )Actuarial gain/(loss) on defined benefit plans, net of tax
    
    
    0.9
    
    
    
    (0.6
    )Exchange differences on translation of foreign operations, net of tax
    
    
    (0.4
    )
    
    
    (0.9
    )Other comprehensive income/(loss) for the year, net of tax
    
    
    2.2
    
    
    
    (2.2
    )Total comprehensive income for the year
    
    
    40.8
    
    
    
    25.9(iii) Summary of movements in retained earningsBalance at 1 July
    
    
    154.5
    
    
    
    166.2Transfer to reserves
    
    
    -
    
    
    
    (0.6
    )Profit for the year
    
    
    38.6
    
    
    
    28.1Actuarial gain/(loss) on defined benefit plan, net of tax
    
    
    0.9
    
    
    
    (0.6
    )Dividends provided for or paid
    
    
    (71.5
    )
    
    
    (38.6
    )Balance at 30 June
    
    
    122.5
    
    
    
    154.5
 F-69




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 28  Subsidiaries (continued)
 2011
    
    
    2010Deed of Cross Guarantee (continued)
    
    A$m
    
    
    A$m(iv) Statement of financial positionASSETSCurrent assetsCash and cash equivalents
    
    
    16.9
    
    
    
    16.5Trade and other receivables
    
    
    455.6
    
    
    
    385.5Inventory
    
    
    136.3
    
    
    
    137.4Other financial assets
    
    
    3.5
    
    
    
    -Total current assets
    
    
    612.3
    
    
    
    539.4Non-current assetsReceivables
    
    
    4.5
    
    
    
    2.0Investments accounted for using the equity method
    
    
    21.2
    
    
    
    19.9Other financial assets
    
    
    2,510.9
    
    
    
    2,502.7Property, plant and equipment
    
    
    118.8
    
    
    
    103.0Deferred tax assets
    
    
    36.2
    
    
    
    22.0Goodwill
    
    
    24.7
    
    
    
    14.9Intangible assets
    
    
    2.5
    
    
    
    0.4Total non-current assets
    
    
    2,718.8
    
    
    
    2,664.9Total assets
    
    
    3,331.1
    
    
    
    3,204.3LIABILITIESCurrent liabilitiesTrade and other payables
    
    
    237.5
    
    
    
    143.1Other financial liabilities
    
    
    -
    
    
    
    4.0Current tax liabilities
    
    
    15.2
    
    
    
    25.3Provisions
    
    
    16.0
    
    
    
    9.7Total current liabilities
    
    
    268.7
    
    
    
    182.1Non-current liabilitiesBorrowings
    
    
    28.0
    
    
    
    -Deferred tax liabilities
    
    
    18.0
    
    
    
    9.5Provisions
    
    
    2.4
    
    
    
    7.0Retirement benefit obligations
    
    
    0.9
    
    
    
    4.0Total non-current liabilities
    
    
    49.3
    
    
    
    20.5Total liabilities
    
    
    318.0
    
    
    
    202.6Net assets
    
    
    3,013.1
    
    
    
    3,001.7EQUITYContributed equity
    
    
    2,817.9
    
    
    
    2,795.2Reserves
    
    
    72.7
    
    
    
    52.0Retained earnings
    
    
    122.5
    
    
    
    154.5Total equity
    
    
    3,013.1
    
    
    
    3,001.7
 F-70




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 29  Investments in associates and jointly controlled entities
 (a) Carrying amounts of associates and jointly controlled entities
 Name of associate or jointly
    
    Country ofcontrolled entity
    
    incorporation
    
    
    Ownership interest %
    
    
    Carrying amount2011
    
    
    20102011
    
    
    2010
    
    
    A$m
    
    
    A$mSA Recycling LLC
    
    USA
    
    
    50
    
    
    
    50
    
    
    
    259.9
    
    
    
    314.3Metal Management Nashville,
LLC
    
    USA
    
    
    50
    
    
    
    50
    
    
    
    10.0
    
    
    
    14.0Rondout Iron & Metal LLC
    
    USA
    
    
    50
    
    
    
    50
    
    
    
    0.7
    
    
    
    0.9Richmond Steel Recycling
Limited
    
    Canada
    
    
    50
    
    
    
    50
    
    
    
    18.2
    
    
    
    19.8LMS generation Pty Ltd
    
    Australia
    
    
    50
    
    
    
    50
    
    
    
    21.2
    
    
    
    19.9Australia Refined Alloys Pty
Limited
    
    Australia
    
    
    50
    
    
    
    50
    
    
    
    -
    
    
    
    -ITL Logistics GmbH
    
    Germany
    
    
    34
    
    
    
    -
    
    
    
    -
    
    
    
    -Extruded Metals (New Zealand)
Limited
    
    New Zealand
    
    
    33
    
    
    
    33
    
    
    
    0.3
    
    
    
    0.6310.3
    
    
    
    369.5
 (b) Movements in carrying amounts
 2011

    
    2010A$m

    
    A$mBalance at 1 July
    
    
    369.5
    
    
    
    400.2Share of profit before tax
    
    
    27.1
    
    
    
    17.5Associates share of income tax expense
    
    
    (1.4
    )
    
    
    (2.4
    )Accretion of deferred gain to equity accounted profit
    
    
    2.4
    
    
    
    2.7Dividends received
    
    
    (15.8
    )
    
    
    (19.6
    )Return of capital from jointly controlled entities
    
    
    -
    
    
    
    (0.4
    )Purchase of remaining 50% interest in Port Albany
    
    
    -
    
    
    
    (5.6
    )Impairment of investment in Metal Management Nashville LLC
    
    
    -
    
    
    
    (5.7
    )Foreign exchange differences
    
    
    (71.5
    )
    
    
    (17.2
    )Balance at 30 June
    
    
    310.3
    
    
    
    369.5(c) Share of associates and jointly controlled entities profitProfit before income tax
    
    
    29.5
    
    
    
    14.5Associates share of income tax expense
    
    
    (1.4
    )
    
    
    (2.4
    )Profit after income tax recognised in equity accounted investment
    
    
    28.1
    
    
    
    12.1Jointly controlled entities income tax1
    
    
    (10.1
    )
    
    
    (2.4
    )Associates and jointly controlled entities profit after tax
    
    
    18.0
    
    
    
    9.7
 
 1 The jointly controlled entities to which this relates are pass-through entities for
taxation purposes. As such, the Group incurs the income tax expense and associated tax liability
on its share of the profit and includes this amount as part of its income tax expense. Refer to
Note 8. F-71




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 29  Investments in associates and jointly controlled entities (continued)
 (d) Port Albany
  A$mFair value of 50% interest in Port Albany
    
    
    14.3Carrying amount of Port Albany investment
    
    
    (5.6
    )Gain recognised on acquisition
    
    
    8.7
 (e) Summarised financial information of associates and jointly controlled entities
 2011

    
    2010Groups share of assets and liabilities
    
    A$m

    
    A$mCurrent assets
    
    
    102.4
    
    
    
    104.0Non-current assets
    
    
    236.3
    
    
    
    289.8Total assets
    
    
    338.7
    
    
    
    393.8Current liabilities
    
    
    32.7
    
    
    
    30.0Non-current liabilities
    
    
    74.7
    
    
    
    100.0Total liabilities
    
    
    107.4
    
    
    
    130.0Net assets
    
    
    231.3
    
    
    
    263.8
 2011

    
    2010

    
    2009Groups share of revenue, expenses and results
    
    A$m

    
    A$m

    
    A$mRevenues
    
    
    774.3
    
    
    
    596.3
    
    
    
    814.2Expenses
    
    
    (747.2
    )
    
    
    (578.8
    )
    
    
    (756.6
    )Profit before income tax
    
    
    27.1
    
    
    
    17.5
    
    
    
    57.6
 (f) Contingent liabilities and capital commitments
  F-72




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 29  Investments in associates and jointly controlled entities (continued)
 (g) Jointly controlled operations
   2011

    
    2010A$m

    
    A$mCurrent assets
    
    
    16.6
    
    
    
    17.0Non-current assets
    
    
    6.9
    
    
    
    6.9Total assets
    
    
    23.5
    
    
    
    23.9Current liabilities
    
    
    17.4
    
    
    
    18.9Non-current liabilities
    
    
    0.2
    
    
    
    0.1Total liabilities
    
    
    17.6
    
    
    
    19.0Net assets
    
    
    5.9
    
    
    
    4.9
  Note 30  Related party transactions
 (a) Key management personnel
  (b) Outstanding loans or balances arising from transactions with related entities
  (c) Transactions with related parties
 2011

    
    2010A$m

    
    A$mSuperannuation contribution to superannuation funds on behalf of employees
    
    
    20.4
    
    
    
    21.0
 (d) Transactions with associates and jointly controlled entities
 2011

    
    2010

    
    2009A$m

    
    A$m

    
    A$mSales
    
    
    82.2
    
    
    
    85.0
    
    
    
    70.7Purchases
    
    
    980.6
    
    
    
    764.2
    
    
    
    1,139.6Management fees and commissions
    
    
    2.7
    
    
    
    10.7
    
    
    
    11.5Other costs
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.4
 F-73




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##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 30  Related party transactions (continued)
 (e) Outstanding balances arising from transactions with associates and jointly controlled entities
 2011

    
    2010A$m

    
    A$mCurrent receivables
    
    
    6.4
    
    
    
    4.0Current payables
    
    
    39.0
    
    
    
    42.1
 (f) Terms and conditions
  Note 31  Parent entity financial information
 Business Combinations
 (a) Summary financial information
 2011

    
    2010A$m

    
    A$mStatement of financial position:Current assets
    
    
    53.5
    
    
    
    20.4Total assets
    
    
    4,285.2
    
    
    
    4,252.1Current liabilities
    
    
    71.3
    
    
    
    75.6Total liabilities
    
    
    72.0
    
    
    
    77.5Shareholders equity:Contributed equity
    
    
    4,138.6
    
    
    
    4,115.9Reserves
    
    
    71.9
    
    
    
    53.7Retained earnings
    
    
    2.7
    
    
    
    5.0Total equity
    
    
    4,213.2
    
    
    
    4,174.6Profit/(loss) for the year
    
    
    67.6
    
    
    
    (1.0
    )Total comprehensive income/(loss)
    
    
    67.6
    
    
    
    (1.0
    )
  F-74




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 31  Parent entity financial information (continued)
 (b) Guarantees entered into by the parent entity
     (c) Lease commitments
 2011

    
    2010A$m

    
    A$mNot later than one-year
    
    
    1.7
    
    
    
    2.1Later than one-year, but not later than three-years
    
    
    3.4
    
    
    
    4.3Later than three-years, but not later than five-years
    
    
    3.6
    
    
    
    4.4Later than five-years
    
    
    38.8
    
    
    
    51.2Total lease commitments not recognised as liabilities
    
    
    47.5
    
    
    
    62.0
  Note 32  Cash flow information
 (a) Reconciliation of cash
  2011

    
    2010A$m

    
    A$mCash at bank and on hand
    
    
    165.5
    
    
    
    132.2Short-term deposits
    
    
    -
    
    
    
    0.1Cash and cash equivalents
    
    
    165.5
    
    
    
    132.3
  F-75




---



##### Table of Contents



Notes to the Consolidated Financial Statements
For the year ended 30 June 2011
 Note 32  Cash flow information (continued)
 (b) Reconciliation of profit/(loss) for the year to net cash inflow/(outflow) from operating
activities
 2011

    
    2010

    
    2009A$m

    
    A$m

    
    A$mProfit/(loss) for the year
    
    
    192.1
    
    
    
    126.7
    
    
    
    (150.3
    )Depreciation and amortisation
    
    
    130.6
    
    
    
    143.9
    
    
    
    170.8Unrealised (gain)/loss on held for trading derivatives
    
    
    (1.2
    )
    
    
    (3.7
    )
    
    
    10.3Impairment of goodwill
    
    
    -
    
    
    
    -
    
    
    
    191.1Impairment of property, plant and equipment
    
    
    -
    
    
    
    14.5
    
    
    
    10.0Impairment of intangible assets
    
    
    -
    
    
    
    0.9
    
    
    
    -Net gain on disposal of non-current assets
    
    
    (1.3
    )
    
    
    (3.0
    )
    
    
    (0.9
    )Loss on sale of subsidiaries
    
    
    -
    
    
    
    -
    
    
    
    2.6Share-based payments
    
    
    15.7
    
    
    
    16.9
    
    
    
    9.3Gain on sale of other financial assets
    
    
    (11.0
    )
    
    
    -
    
    
    
    -Non-cash pension expense
    
    
    1.0
    
    
    
    1.5
    
    
    
    1.6Non-cash compensation
    
    
    -
    
    
    
    -
    
    
    
    0.8Negative goodwill recognised on acquisition
    
    
    -
    
    
    
    -
    
    
    
    (0.4
    )Equity accounted profit net of dividends received
    
    
    (13.7
    )
    
    
    5.1
    
    
    
    (16.7
    )Gain on acquisition of Port Albany Ventures LLC
    
    
    -
    
    
    
    (8.7
    )
    
    
    -Other
    
    
    0.8
    
    
    
    (0.3
    )
    
    
    0.2Change in operating assets and liabilities, excluding the effects of
acquisitions and disposals of entities:(Increase)/decrease in trade and other receivables
    
    
    (91.9
    )
    
    
    (240.7
    )
    
    
    492.8(Increase)/decrease in inventories
    
    
    (322.7
    )
    
    
    (339.6
    )
    
    
    543.4(Increase)/decrease in prepayments
    
    
    (3.7
    )
    
    
    (2.8
    )
    
    
    1.7Increase/(decrease) in provisions
    
    
    12.4
    
    
    
    (7.7
    )
    
    
    (10.2
    )Increase/(decrease) in income taxes
    
    
    13.4
    
    
    
    106.8
    
    
    
    (194.8
    )(Decrease)/increase in deferred taxes
    
    
    (22.4
    )
    
    
    (11.1
    )
    
    
    38.8Increase/(decrease) in trade and other payables
    
    
    260.5
    
    
    
    153.8
    
    
    
    (545.7
    )Net cash inflow/(outflow) from operating activities
    
    
    158.6
    
    
    
    (47.5
    )
    
    
    554.4
 (c) Non-cash investing and financing activities
   Note 33  Events occurring after the reporting period
  F-76