SECURITIES AND EXCHANGE COMMISSION

WASHINGTON   DC   20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of May 2003

 

National Australia Bank Limited

ACN 004 044 937

(Registrant’s Name)

 

Level 24

500 Bourke Street

MELBOURNE   VICTORIA   3000

AUSTRALIA

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ý

 

Form 40-F  o

 

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  o

 

No  ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 -

 

This Report on Form 6-K shall be deemed to be incorporated by reference in the prospectus included in the Registration Statement on Form F-3 (No. 333-6632) of National Australia Bank Limited and to be part thereof from the date on which this Report, is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 



 

Appendix 4B (Rules 4.1, 4.3)

 

Half yearly/preliminary final report

 

Introduced 30/6/2002

 

Name of entity:

 

National Australia Bank Limited (the “Company”)

 

 

A reference in this Appendix 4B to the “Group” is a reference to the Company and its controlled entities.

 

 

ABN or equivalent company reference

 

Half Yearly

 

Preliminary Final

 

Half year/ Financial Year Ended

 

 

 

 

 

 

(‘Current Period’)

ABN 12 004 044 937

 

ý

 

o

 

31-Mar-03

 

For announcement to the market

 

Extracts from this report for announcement to the market

 

 

 

 

 

 

 

$m

 

 

 

 

 

 

 

 

 

 

 

Revenues from ordinary activities (item 1.1)

 

down

 

30

%

to

 

11,355

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) from ordinary activities after tax attributable to members (item 1.22)

 

down

 

17

%

to

 

1,867

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) from extraordinary items after  tax attributable to members

 

 

 

 

 

 

 

nil

 

 

 

 

 

 

 

 

 

 

 

Net profit (loss) for the period attributable to members (item 1.11)

 

down

 

17

%

to

 

1,867

 

 

Dividends (distributions)

 

 

 

Amount
per
security

 

Franked
amount
per
security

 

Interim dividend (item 15.6)

 

80 cents

 

100

%

 

 

 

 

 

 

Previous corresponding period (item 15.7)

 

72 cents

 

100

%

 

Record date for determining entitlements to the dividend (see item 15.2)

13 June 2003

 

Brief explanation of any of the figures reported above and short details of any bonus or cash issue or other item(s) of importance not

previously released to the market:

 

The previous corresponding period includes a contribution from SR Investment, Inc. and its wholly owned subsidiary HomeSide

Lending, Inc (HomeSide), which was sold effective 1 October 2002.

 

The reduction in net profit attributable to members has been impacted by the sale of HomeSide ($107 million) and the adverse

movement in the revaluation profit / (loss) (the excess of net market value over net assets of life insurance controlled entities) of

$609 million ($442 million after tax).

 

Excluding the impact of these, net profit attributable to members has increased from the prior corresponding period.

 

The reduction in revenues from ordinary activities reflects the matters above, together with lower life insurance income and the

inclusion of proceeds from the sale of the operating assets of HomeSide in the prior corresponding period.

 

For further details refer to the half-yearly results announcement 2003.

 

This half-yearly report is to be read in conjunction with the 2002 annual financial report. All currency amounts are expressed in

Australian dollars unless  otherwise stated.

 

1



 

Consolidated statement of financial performance

 

 

 

Current
period - $m

 

Previous
corresponding
period - $m

 

 

 

 

 

 

 

1.1

 

Revenues from ordinary activities (see items 1.23 - 1.25)

 

11,355

 

16,177

 

1.2

 

Expenses from ordinary activities (see items 1.26 & 1.27)

 

8,792

 

13,056

 

1.5

 

Profit (loss) from ordinary activities before tax

 

2,563

 

3,121

 

1.6

 

Income tax on ordinary activities

 

686

 

858

 

1.7

 

Profit (loss) from ordinary activities after tax

 

1,877

 

2,263

 

1.8

 

Profit (loss) from extraordinary items after tax

 

 

 

1.9

 

Net profit (loss)

 

1,877

 

2,263

 

1.10

 

Net profit (loss) attributable to outside equity interests

 

10

 

7

 

1.11

 

Net profit (loss) for the period attributable to members

 

1,867

 

2,256

 

 

Non-owner transaction changes in equity

 

1.12

 

Increase (decrease) in revaluation reserves

 

 

(16

)

1.13

 

Net exchange differences recognised in equity

 

(852

)

(937

)

1.14

 

Other revenue, expense and initial adjustments recognised directly in equity

 

 

 

 

 

 

 

Net increase in retained profits on initial adoption of:

 

 

 

 

 

 

 

AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets”

 

1,151

 

 

1.15

 

Initial adjustments from UIG transitional provisions

 

 

 

1.16

 

Total transactions and adjustments recognised directly in equity (items 1.12 - 1.15)

 

299

 

(953

)

1.17

 

Total changes in equity not resulting from transactions with owners as owners

 

2,166

 

1,303

 

 

Earnings per security (EPS)

 

 

 

 

 

Current
period

 

Previous
corresponding
period

 

1.18

 

Basic EPS

 

116.3

 

139.0

 

1.19

 

Diluted EPS

 

114.2

 

135.9

 

 

Notes to the consolidated statement of financial performance

 

Profit (loss) from ordinary activities attributable to members

 

 

 

 

 

Current
period - $m

 

Previous
corresponding
period - $m

 

1.20

 

Profit (loss) from ordinary activities after tax (item 1.7)

 

1,877

 

2,263

 

1.21

 

Less (plus) outside equity interests

 

10

 

7

 

1.22

 

Profit (loss) from ordinary activities after tax attributable to members

 

1,867

 

2,256

 

 

2



 

Revenue and expenses from ordinary activities

 

 

 

Current
period - $m

 

Previous
corresponding
period -  $m

 

 

 

 

 

 

 

Revenue (items 1.23 - 1.25)

 

 

 

 

 

Interest income

 

 

 

 

 

Loans to customers

 

7,539

 

6,806

 

Marketable debt securities

 

796

 

702

 

Other financial institutions

 

216

 

279

 

Other interest

 

(116

)

498

 

 

 

8,435

 

8,285

 

Life insurance income

 

 

 

 

 

Premium and related revenue

 

503

 

482

 

Investment revenue

 

224

 

2,181

 

 

 

727

 

2,663

 

Other banking and financial services income

 

 

 

 

 

Dividends received from other entities

 

18

 

16

 

Profit on sale of property, plant and equipment

 

13

 

7

 

Loan fees from banking

 

705

 

657

 

Money transfer fees

 

510

 

499

 

Trading income

 

318

 

276

 

Foreign exchange income

 

7

 

2

 

Fees and commissions

 

735

 

667

 

Proceeds from sale of operating assets

 

 

2,299

 

Other income

 

126

 

165

 

 

 

2,432

 

4,588

 

Mortgage servicing and origination revenue

 

 

 

 

 

Net mortgage servicing fees

 

 

80

 

Net mortgage origination revenue

 

 

191

 

 

 

 

271

 

 

 

 

 

 

 

Movement in the excess of net market value over net assets of life insurance controlled entities

 

(239

)

370

 

Total revenue

 

11,355

 

16,177

 

 

 

 

 

 

 

Expenses (items 1.26 & 1.27)

 

 

 

 

 

Interest expense

 

 

 

 

 

Deposits and other borrowings

 

3,481

 

3,446

 

Other financial institutions

 

772

 

613

 

Bonds, notes and subordinated debt

 

358

 

525

 

Other debt issues

 

78

 

98

 

 

 

4,689

 

4,682

 

Life insurance expenses

 

 

 

 

 

Claims expense

 

513

 

417

 

Change in policy liabilities

 

(250

)

1,581

 

Policy acquisition and maintenance expense

 

344

 

385

 

Investment management fees

 

39

 

38

 

Other life insurance-related expenses

 

 

2

 

 

 

646

 

2,423

 

 

3



 

 

 

Current
period - $m

 

Previous
corresponding
period -  $m

 

 

 

 

 

 

 

Personnel expenses

 

 

 

 

 

Salaries

 

1,206

 

1,280

 

Related personnel expenses

 

 

 

 

 

Superannuation

 

112

 

67

 

Payroll tax

 

85

 

77

 

Fringe benefits tax

 

18

 

28

 

Charge to provide for

 

 

 

 

 

Annual leave

 

17

 

(1

)

Long service leave and retiring allowances

 

23

 

23

 

Performance based compensation

 

107

 

99

 

Restructuring costs

 

3

 

9

 

Other expenses

 

136

 

168

 

Significant restructuring costs

 

 

 

 

 

Termination benefits

 

 

16

 

 

 

1,707

 

1,766

 

Occupancy expenses

 

 

 

 

 

Depreciation of buildings and amortisation of leasehold assets

 

36

 

42

 

Operating lease rental expense

 

143

 

134

 

Maintenance and repairs

 

39

 

38

 

Electricity, water and rates

 

45

 

44

 

Other expenses

 

21

 

24

 

 

 

284

 

282

 

General expenses

 

 

 

 

 

Depreciation and amortisation of plant and equipment

 

161

 

169

 

Loss on sale of property, plant and equipment

 

4

 

3

 

Operating lease rental expense

 

28

 

27

 

Charge to provide for

 

 

 

 

 

Non-lending losses and contingencies

 

23

 

36

 

Diminution in value of shares in entities

 

 

(1

)

Fees and commissions

 

77

 

60

 

Communications, postage and stationery

 

204

 

245

 

Computer equipment and software

 

111

 

112

 

Advertising

 

95

 

87

 

Professional fees

 

137

 

193

 

Travel

 

29

 

22

 

Freight and Cartage

 

17

 

28

 

Carrying value of operating assets sold

 

 

2,219

 

Motor vehicle expenses

 

18

 

15

 

Other expenses

 

191

 

215

 

Significant restructuring costs

 

 

8

 

 

 

1,095

 

3,438

 

Amortisation of goodwill

 

 

 

 

 

Australia

 

1

 

1

 

Great Britain and Irish banks

 

32

 

31

 

Bank of New Zealand

 

16

 

16

 

 

 

49

 

48

 

Charge to provide for doubtful debts

 

 

 

 

 

General

 

322

 

417

 

 

 

 

 

 

 

Total expenses

 

8,792

 

13,056

 

 

Capitalised outlays

 

  1.28

 

Interest costs capitalised in asset values

 

 

 

  1.29

 

Outlays capitalised in intangibles (unless arising from an acquisition of a business)

 

 

 

 

4



 

Consolidated retained profits

 

 

 

 

 

Current period -
$m

 

Previous
corresponding

period -  $m

 

1.30

 

Retained profits at the beginning of the financial period

 

11,148

 

10,337

 

1.31

 

Net profit (loss) attributable to members (item 1.11)

 

1,867

 

2,256

 

1.32

 

Net transfers (to) and from reserves

 

246

 

(7

)

1.33

 

Net effect of changes in accounting policies

 

 

 

 

 

 

 

Net increase in retained profits on initial adoption of:

 

 

 

 

 

 

 

AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets”

 

1,151

 

 

1.34

 

Dividends and other equity distributions paid or payable

 

(1,188

)

(1,170

)

1.35

 

Retained profits at the end of the financial period

 

13,224

 

11,416

 

 

Intangible and extraordinary items

 

 

 

 

 

Consolidated - current period

 

 

 

 

 

Before tax - $m

 

Related tax - $m

 

Related outside equity interests - $m

 

Amount (after tax) attributable to members - $m

 

2.1

 

Amortisation of goodwill

 

49

 

 

 

49

 

2.2

 

Amortisation of other intangibles

 

 

 

 

 

2.3

 

Total amortisation of intangibles

 

49

 

 

 

49

 

2.4

 

Extraordinary items

 

 

 

 

 

2.5

 

Total extraordinary items

 

 

 

 

 

 

5



 

Consolidated statement of financial position

Lines 4.1 to 4.36

 

 

 

At end of current
period
$m

 

As shown in last
annual report
$m

 

As in last half-
yearly report
$m

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Cash assets

 

6,060

 

6,294

 

8,423

 

Due from other financial institutions

 

13,760

 

15,876

 

18,816

 

Due from customers on acceptances

 

20,677

 

19,474

 

20,317

 

Trading securities

 

21,414

 

19,590

 

17,131

 

Trading derivatives

 

25,228

 

12,128

 

12,838

 

Available for sale securities

 

5,005

 

6,192

 

6,213

 

Investment securities

 

10,925

 

13,541

 

10,556

 

Investments relating to life insurance business

 

30,278

 

31,012

 

32,865

 

Loans and advances

 

242,612

 

231,300

 

207,636

 

Mortgage loans held for sale

 

12

 

85

 

101

 

Mortgage servicing rights

 

 

1,794

 

6,044

 

Shares in entities and other securities

 

1,186

 

1,199

 

1,114

 

Regulatory deposits

 

180

 

129

 

334

 

Property, plant and equipment

 

2,493

 

2,640

 

2,558

 

Income tax assets

 

1,213

 

1,292

 

1,194

 

Goodwill

 

787

 

775

 

828

 

Other assets

 

12,366

 

14,066

 

14,669

 

Total Assets

 

394,196

 

377,387

 

361,637

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Due to other financial institutions

 

49,722

 

43,279

 

41,194

 

Liability on acceptances

 

20,677

 

19,474

 

20,317

 

Trading derivatives

 

24,821

 

12,000

 

12,384

 

Deposits and other borrowings

 

207,040

 

206,864

 

190,627

 

Life insurance policy liabilities

 

30,206

 

30,425

 

32,056

 

Income tax liabilities

 

1,255

 

1,609

 

2,045

 

Provisions

 

1,251

 

2,809

 

2,202

 

Bonds, notes and subordinated debt

 

18,933

 

22,192

 

22,499

 

Other debt issues

 

1,808

 

1,866

 

1,926

 

Other liabilities

 

14,668

 

13,618

 

12,936

 

Total Liabilities

 

370,381

 

354,136

 

338,186

 

Net Assets

 

23,815

 

23,251

 

23,451

 

Equity

 

 

 

 

 

 

 

Contributed equity

 

9,052

 

9,931

 

10,486

 

Reserves

 

1,254

 

2,105

 

1,480

 

Retained profits

 

13,224

 

11,148

 

11,416

 

Equity attributable to members of the parent entity

 

23,530

 

23,184

 

23,382

 

Outside equity interest in controlled entities

 

285

 

67

 

69

 

Total Equity

 

23,815

 

23,251

 

23,451

 

 

Preference capital included as part of equity
attributable to members of the parent entity

 

2,675

 

2,675

 

2,675

 

 

6



 

Consolidated statement of cash flows

Lines 7.1 to 7.27

 

 

 

Current
period - $m

 

Previous
corresponding
period -  $m

 

 

 

 

 

 

 

Cash inflows (outflows) from operating activities:

 

 

 

 

 

Interest received

 

8,275

 

7,768

 

Interest paid

 

(5,035

)

(4,830

)

Dividends received

 

18

 

16

 

Fees and other income received

 

2,337

 

3,434

 

Life insurance

 

 

 

 

 

Premiums received

 

2,935

 

5,664

 

Investment and other revenue received

 

861

 

1,575

 

Policy payments

 

(2,612

)

(5,008

)

Fees and commissions paid

 

(515

)

(205

)

Personnel expenses paid

 

(1,667

)

(1,744

)

Occupancy expenses paid

 

(249

)

(240

)

General expenses paid

 

(1,189

)

(1,517

)

Income tax paid

 

(928

)

(972

)

Goods and services tax paid

 

(35

)

(26

)

Net decrease/(increase) in trading securities

 

(1,839

)

2,499

 

Net decrease/(increase) in mortgage loans held for sale

 

65

 

1,318

 

Net cash provided by operating activities

 

422

 

7,732

 

 

 

 

 

 

 

Cash inflows (outflows) from investing activities:

 

 

 

 

 

Movement in investment securities

 

 

 

 

 

Purchases

 

(22,527

)

(16,985

)

Proceeds on maturity

 

24,085

 

16,149

 

Movement in available for sale securities

 

 

 

 

 

Purchases

 

(9,062

)

(8,447

)

Proceeds on sale

 

25

 

19

 

Proceeds on maturity

 

9,613

 

8,385

 

Net decrease/(increase) in investments relating to life insurance business

 

52

 

(1,376

)

Net increase in loans and advances

 

(18,794

)

(8,555

)

Net decrease in shares in entities and other securities

 

14

 

298

 

Payments for mortgage servicing rights

 

 

(610

)

Payments for property, plant and equipment

 

(190

)

(206

)

Proceeds from the sale of operating assets

 

 

2,299

 

Net proceeds from sale of property, plant and equipment

 

60

 

168

 

Net increase in regulatory deposits

 

(60

)

(246

)

Net decrease in other assets

 

3,050

 

5,400

 

Net cash used in investing activities

 

(13,734

)

(3,707

)

 

 

 

 

 

 

Cash inflows (outflows) from financing activities:

 

 

 

 

 

Net increase in deposits and other borrowings

 

7,124

 

7,748

 

Net proceeds from bonds, notes and subordinated debt

 

2,934

 

9,134

 

Repayment of bonds, notes and subordinated debt

 

(4,839

)

(9,501

)

Payments from provisions

 

(240

)

(162

)

Net proceeds from the issue of ordinary shares

 

59

 

107

 

Payments made under on-market buy-back of ordinary shares

 

(1,025

)

(573

)

Dividends paid

 

(1,106

)

(781

)

Net decrease in other liabilities

 

(429

)

(7,161

)

Net cash provided by/(used in) financing activities

 

2,478

 

(1,189

)

Net increase/(decrease) in cash and cash equivalents

 

(10,834

)

2,836

 

Cash and cash equivalents at beginning of year

 

(21,109

)

(18,408

)

Effects of exchange rate changes on balance of cash held in foreign currencies

 

2,041

 

1,617

 

Cash and cash equivalents at end of period:

 

(29,902

)

(13,955

)

Attributable to operating business

 

(31,156

)

(14,837

)

Attributable to statutory funds

 

1,254

 

882

 

 

7



 

Non-cash financing and investing activities

 

Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows as follows:

 

 

 

Current
period - $m

 

Previous
corresponding
period -  $m

 

New Share Issues:

 

 

 

 

 

Dividend reinvestment plan

 

84

 

242

 

Bonus share plan

 

56

 

44

 

Movement in assets under finance lease

 

(6

)

(11

)

 

Reconciliation of cash

Lines 8.1 to 8.5

 

Reconciliation of cash at the end of the period (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows:

 

 

 

Current
period - $m

 

Previous
corresponding
period -  $m

 

Cash assets

 

6,060

 

8,423

 

Due from other financial institutions

 

13,760

 

18,816

 

Due to other financial institutions

 

(49,722

)

(41,194

)

Total cash at end of period

 

(29,902

)

(13,955

)

 

Other notes to the financial statements

 

Ratios

 

 

 

 

 

Current
period

 

Previous
corresponding
period

 

 

 

Profit before tax / revenue

 

 

 

 

 

9.1

 

Consolidated profit (loss) from ordinary activities before tax (item 1.5) as a percentage of revenue (item 1.1)

 

22.6

%

19.3

%

 

 

Profit after tax / equity interests

 

 

 

 

 

9.2

 

Consolidated net profit (loss from ordinary activities after tax attributable to members (item 1.11) as a percentage  of equity (similarly attributable) at the end of the period (item 4.37)

 

17.0

%

20.9

%

 

Earnings per security (EPS)

 

 

 

Current
period

 

Previous
corresponding
period

 

 

 

Basic

 

Diluted

 

Basic

 

Diluted

 

10  Details of basic and diluted EPS reported separately in accordance with paragraphs 9 and 18 of AASB 1027: Earnings Per Share are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings ($m)

 

 

 

 

 

 

 

 

 

Net profit attributable to members of the company

 

1,867

 

1,867

 

2,256

 

2,256

 

Distributions on other equity instruments

 

(94

)

(94

)

(95

)

(95

)

Potential dilutive adjustments

 

 

 

 

 

 

 

 

 

Exchangeable capital units

 

 

48

 

 

54

 

Adjusted earnings (1)

 

1,773

 

1,821

 

2,161

 

2,215

 

Weighted average ordinary shares (no. ‘000)

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares

 

1,524,226

 

1,524,226

 

1,555,105

 

1,555,105

 

Potential dilutive ordinary shares

 

 

 

 

 

 

 

 

 

Options

 

 

5,105

 

 

7,888

 

Partly paid ordinary shares

 

 

560

 

 

848

 

Exchangeable capital units

 

 

65,460

 

 

65,460

 

Total weighted average ordinary shares (1)

 

1,524,226

 

1,595,351

 

1,555,105

 

1,629,301

 

Earnings per share (cents) (1)

 

116.3

 

114.2

 

139.0

 

135.9

 

 


(1) Diluted earnings per share for the March 2002 half-year has been restated to correct numerical errors in potential dilutive adjustments.

Diluted earnings per share previously disclosed was 134.2 cents.

 

8



 

NTA backing

 

 

 

 

 

Current period

 

Previous
corresponding
period

 

 

 

 

 

 

 

 

 

11.1

 

Net tangible asset backing per ordinary security

 

$

9.98

 

$

9.12

 

 

Discontinuing operations

 

12.1     Discontinuing operations

 

Whilst not meeting the technical definition of a discontinuing operation in AASB 1042 “Discontinuing Operations”, the following information is relevant to understand the financial performance of the Group.

 

On 27 August 2002, the Group entered into a contract for the sale of SR Investment, Inc. (which was the direct holding company of HomeSide Lending, Inc. at the time of the sale) to Washington Mutual Bank, FA. This transaction settled on 1 October 2002, and loss of control occurred on this date. The loss on sale of $15m before tax was recognised in the year ended 30 September 2002.

 

Control gained over entities having material effect

 

National Australia Bank Limited did not gain control over any entities which had a material effect on the Group during the half-year ended 31 March 2003 or the previous corresponding period.

 

13.1

 

Name of entity (or group of entities)

 

n/a

 

 

 

 

 

 

 

13.2

 

Consolidated profit (loss) from ordinary activities and extraordinary items after tax of the entity (or group of entities) since the date in the current period on which control was acquired

 

n/a

 

 

 

 

 

 

 

13.3

 

Date from which such profit has been calculated

 

n/a

 

 

 

 

 

 

 

13.4

 

Profit (loss) from ordinary activities and extraordinary items after tax of the entity (or group of entities) for the whole of the previous corresponding period

 

n/a

 

 

Loss of control of entities having material effect

 

14.1

 

Name of entity (or group of entities)

 

SR Investment, Inc. and its wholly owned
subsidiary HomeSide Lending, Inc.

 

 

 

 

 

 

 

14.2

 

Consolidated profit (loss) from ordinary activities and extraordinary items after tax of the entity (or group of entities) for the current period to the date of loss of control

 

$nil

 

 

 

 

 

 

 

14.3

 

Date to which the profit (loss) in item 14.2 has been calculated

 

1 October, 2002

 

 

 

 

 

 

 

14.4

 

Consolidated profit (loss) from ordinary activities and extraordinary items after tax of the entity (or group of entities) while controlled during the whole of the previous corresponding period

 

$107m

 

 

 

 

 

 

 

14.5

 

Contribution to consolidated profit (loss) from ordinary activities and extraordinary items from sale of interest leading to loss of control

 

Refer 12.1, above

 

 

9



 

Dividends

 

15.1

 

Date the dividend is payable

 

2 July 2003

 

 

 

 

 

 

 

15.2

 

Record date to determine entitlements to the dividend (distribution) (ie, on the basis of proper instruments of transfer received by 5.00 pm if securities are not CHESS approved, or security holding balances established by 5.00pm or such later time permitted by SCH Business Rules if securities are CHESS approved)

 

13 June 2003

 

 

Amount per security

 

 

 

 

 

 

 

Amount
per
security

 

Franked
amount per
security at
30% tax

 

Amount per
security of
foreign
source
dividend

 

 

 

 

 

 

 

cents

 

 

 

 

 

 

 

(Half yearly and preliminary final reports)

 

 

 

 

 

 

 

 

 

15.6

 

Interim dividend:

 

Current year

 

80

 

100

%

0

%

15.7

 

 

 

Previous year

 

72

 

100

%

0

%

 

Half yearly report - interim dividend (distribution) on all securities

 

 

 

 

 

Current
period - $m

 

Previous
corresponding
period -  $m

 

15.10

 

Ordinary securities

 

1,205

 

1,115

 

15.11

 

Preference securities

 

94

 

95

 

15.12

 

Other equity instruments

 

 

 

15.13

 

Total

 

1,299

 

1,210

 

 

The dividend or distribution plans shown below are in operation.

 

The dividend is paid in cash or part of a dividend plan. Cash dividends are paid by way of:

a) Cash or

b) Direct credit

 

Dividend plans on offer are:

a) Dividend Reinvestment Plan;

b) Bonus Share Plan; and

c) United Kingdom Dividend Plan (this enables a UK domiciled shareholder to receive either a dividend in GB Pounds or shares via the UK Dividend Plan).

 

The last date for receipt of election notices for the dividend or distribution plans:

13 June 2003

5pm (Melbourne time)

 

10



 

Details of aggregate share of profits (losses) of associates

Lines 16.1 to 16.7

Associates are accounted for utilising the cost method with only dividends received or receivable recognised in profit and loss. The financial impact of this method does not differ significantly from accounting for Associates under the equity method for the Group.

 

Material interests in entities which are not controlled entities

Lines 17.1 to 17.4

There are no material interests in entities which are not controlled entities.

 

Issued and quoted securities at end of current period

Lines 18.1 to 18.12

 

Category of securities

 

Total
Number

 

Number
Quoted

 

Issue Price
per security
(dollars)

 

Amount paid
up per security
(dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

18.1

 

Preference Shares

 

 

 

 

 

 

 

 

 

 

 

Trust Units Exchangeable for Preferred Shares
(TrUEPrS
SM) preference shares (1)

 

36,008,000

 

 

not required

 

not required

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Income Securities stapled debt/preference shares (2)

 

20,000,000

 

20,000,000

 

not required

 

not required

 

 

 

 

 

 

 

 

 

 

 

 

 

18.2

 

Preference shares issued during the current period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.3

 

Ordinary Shares

 

 

 

 

 

 

 

 

 

 

 

Fully paid

 

1,509,591,211

 

1,509,591,211

 

not required

 

not required

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partly paid

 

15,730

 

 

 

$

4.72

 

$

0.25

 

 

 

Partly paid

 

21,180

 

 

 

$

4.25

 

$

0.25

 

 

 

Partly paid

 

30,500

 

 

 

$

5.54

 

$

0.25

 

 

 

Partly paid

 

49,920

 

 

 

$

5.56

 

$

0.25

 

 

 

Partly paid

 

76,744

 

 

 

$

6.15

 

$

0.25

 

 

 

Partly paid

 

112,385

 

 

 

$

9.07

 

$

0.25

 

 

 

Partly paid

 

145,080

 

 

 

$

10.97

 

$

0.25

 

 

 

Partly paid

 

186,180

 

 

 

$

10.83

 

$

0.25

 

 

 

Partly paid

 

147,059

 

 

 

$

11.03

 

$

0.25

 

 

 

Total Partly paid

 

784,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.4

 

Changes during current period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fully paid ordinary shares issued during the current period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Share Option Plan no. 2

 

819,500

 

819,500

 

$

19.90

 

$

19.90

 

 

 

Executive Share Option Plan no. 2

 

75,000

 

75,000

 

$

23.34

 

$

23.34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend Reinvestment Plan

 

2,547,522

 

2,547,522

 

$

32.42

 

$

32.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK Dividend Plan

 

20,099

 

20,099

 

$

32.42

 

$

32.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonus Share Plan

 

1,742,343

 

1,742,343

 

$

32.42

 

$

32.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share Purchase Plan

 

1,315,630

 

1,315,630

 

$

32.42

 

$

32.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Staff Share Allocation Plan

 

1,064,790

 

1,064,790

 

$

31.89

 

$

31.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Staff Share Ownership Plan

 

7,457

 

7,457

 

$

29.23

 

$

29.23

 

 

 

Staff Share Ownership Plan

 

20,628

 

20,628

 

$

31.89

 

$

31.89

 

 

 

Staff Share Ownership Plan

 

92,015

 

92,015

 

$

32.37

 

$

32.37

 

 

 

Staff Share Ownership Plan

 

279,799

 

279,799

 

$

33.13

 

$

33.13

 

 

 

 

 

7,984,783

 

7,984,783

 

 

 

 

 

 

11



 

 

 

Total
Number

 

Number
Quoted

 

Issue Price
per security

(dollars)

 

Amount paid
up per security

(dollars)

 

 

 

 

 

 

 

 

 

 

 

Paying up of partly paid ordinary shares

 

3,800

 

3,800

 

$

4.72

 

$

4.72

 

 

 

4,980

 

4,980

 

$

4.25

 

$

4.25

 

 

 

8,600

 

8,600

 

$

5.54

 

$

5.54

 

 

 

9,920

 

9,920

 

$

5.56

 

$

5.56

 

 

 

13,585

 

13,585

 

$

6.15

 

$

6.15

 

 

 

18,310

 

18,310

 

$

9.07

 

$

9.07

 

 

 

25,707

 

25,707

 

$

10.97

 

$

10.97

 

 

 

26,317

 

26,317

 

$

10.83

 

$

10.83

 

 

 

23,509

 

23,509

 

$

11.03

 

$

11.03

 

 

 

134,728

 

134,728

 

 

 

 

 

 

Fully paid ordinary shares bought back on-market during the current period

 

 

 

Total
Number

 

Purchase
Price (*)

 

 

 

Total
Number

 

Purchase
Price (1)

 

 

 

(1,111,000

)

$

32.56

 

 

 

(300,000

)

$

32.38

 

 

 

(1,000,000

)

$

32.79

 

 

 

(650,000

)

$

32.05

 

 

 

(1,225,500

)

$

33.13

 

 

 

(650,000

)

$

31.96

 

 

 

(1,040,600

)

$

32.58

 

 

 

(500,000

)

$

31.76

 

 

 

(630,000

)

$

33.13

 

 

 

(650,000

)

$

31.48

 

 

 

(700,000

)

$

33.44

 

 

 

(400,000

)

$

31.64

 

 

 

(860,000

)

$

32.96

 

 

 

(300,000

)

$

31.69

 

 

 

(700,000

)

$

33.26

 

 

 

(550,000

)

$

31.30

 

 

 

(1,120,000

)

$

32.76

 

 

 

(350,000

)

$

31.11

 

 

 

(568,636

)

$

32.97

 

 

 

(700,000

)

$

30.45

 

 

 

(415,000

)

$

33.05

 

 

 

(565,000

)

$

30.30

 

 

 

(609,263

)

$

33.03

 

 

 

(350,000

)

$

30.33

 

 

 

(360,000

)

$

33.30

 

 

 

(300,000

)

$

30.21

 

 

 

(700,000

)

$

33.06

 

 

 

(550,000

)

$

29.71

 

 

 

(550,000

)

$

33.19

 

 

 

(600,000

)

$

29.13

 

 

 

(800,000

)

$

32.51

 

 

 

(300,000

)

$

29.09

 

 

 

(890,000

)

$

31.94

 

 

 

(350,000

)

$

29.52

 

 

 

(580,000

)

$

31.87

 

 

 

(262,000

)

$

29.22

 

 

 

(534,484

)

$

31.65

 

 

 

(500,000

)

$

29.10

 

 

 

(380,000

)

$

31.16

 

 

 

(300,000

)

$

28.71

 

 

 

(300,000

)

$

31.47

 

 

 

(200,000

)

$

29.61

 

 

 

(205,000

)

$

31.98

 

 

 

(450,000

)

$

29.21

 

 

 

(237,850

)

$

32.41

 

 

 

(147,682

)

$

29.12

 

 

 

(70,000

)

$

32.47

 

 

 

(315,000

)

$

29.21

 

 

 

(300,000

)

$

32.75

 

 

 

(320,000

)

$

29.38

 

 

 

(230,000

)

$

32.60

 

 

 

(225,000

)

$

29.22

 

 

 

(142,669

)

$

32.39

 

 

 

(300,000

)

$

29.18

 

 

 

(487,000

)

$

32.23

 

 

 

(465,000

)

$

28.83

 

 

 

(270,000

)

$

32.15

 

 

 

(159,773

)

$

29.15

 

 

 

(30,000

)

$

32.12

 

 

 

(335,000

)

$

28.95

 

 

 

(540,000

)

$

32.15

 

 

 

(463,867

)

$

28.52

 

 

 

(150,000

)

$

32.23

 

 

 

(490,000

)

$

28.56

 

 

 

(300,000

)

$

32.49

 

 

 

(261,473

)

$

28.74

 

 

 

(550,000

)

$

32.22

 

 

 

(265,000

)

$

30.94

 

 

 

(86,881

)

$

32.40

 

 

 

(250,000

)

$

30.81

 

 

 

 

 

 

 

 

 

(32,448,678

)

 

 

 


(*)  The purchase price is the daily weighted average of the Company’s ordinary shares that were purchased. The highest price paid was $33.70 and the lowest price paid was $28.40.

 

18.5

 

Convertible Debt Securities

 

Nil

 

 

 

 

 

 

 

18.6

 

Changes during current period

 

Nil

 

 

 

 

 

 

 

 

12



 

Category of securities

 

Total
Number

 

Number
Quoted

 

Exercise
Price

 

Expiry
Date

 

 

 

 

 

 

 

 

 

 

 

Options

 

 

 

 

 

 

 

 

 

Held under National Australia Bank Executive Share Option Plan No.2 (“ESOP No. 2”)

 

 

 

 

 

 

 

 

 

(refer pages 128 and 130 of the 2002 annual financial report)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.7   Unexercised options at the beginning of the current period

 

 

 

 

 

 

 

 

 

 

 

839,500

 

 

$

19.90

 

25-Feb-2003

 

 

 

12,295,000

 

 

$

28.23

 

18-Mar-2004

 

 

 

120,000

 

 

$

23.34

 

5-Aug-2004

 

 

 

9,978,500

 

 

$

21.29

 

24-Mar-2008

 

 

 

777,500

 

 

$

24.89

 

27-Sep-2008

 

 

 

11,383,500

 

 

$

27.85

 

22-Mar-2009

 

 

 

1,162,500

 

 

$

28.87

 

13-Sep-2009

 

 

 

11,261,000

 

 

$

36.14

 

13-Jun-2010

 

 

 

 

 

 

 

 

 

 

 

18.8   Issued during the current period

 

 

 

 

 

 

 

 

 

ESOP No. 2

 

5,978,750

 

 

$

30.46

 

20-Mar-2011

 

Performance Rights*

 

1,519,832

 

 

Refer note

** 

20-Mar-2011

 

 

 

 

 

 

 

 

 

 

 

18.9   Exercised during the current period

 

 

 

 

 

 

 

 

 

 

 

(819,500

)

 

$

19.90

 

25-Feb-2003

 

 

 

(75,000

)

 

$

23.34

 

5-Aug-2004

 

 

 

 

 

 

 

 

 

 

 

18.10 Options expired during the current period

 

 

 

 

 

 

 

 

 

 

 

(20,000

)

 

$

19.90

 

25-Feb-2003

 

 

 

(22,500

)

 

$

21.29

 

24-Mar-2008

 

 

 

(10,000

)

 

$

24.89

 

27-Sep-2008

 

 

 

(28,500

)

 

$

27.85

 

22-Mar-2009

 

 

 

(1,500

)

 

$

28.87

 

13-Sep-2009

 

 

 

(79,500

)

 

$

36.14

 

13-Jun-2010

 

 

 

 

 

 

 

 

 

 

 

Unexercised options at the end of the period

 

 

 

 

 

 

 

 

 

ESOP No. 2

 

52,739,750

 

 

 

 

Performance Rights*

 

1,519,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.11 Debentures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.12 Unsecured notes

 

$

m

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bonds, notes and subordinated debt

 

 

 

 

 

 

 

 

 

Company

 

18,279

 

 

 

 

 

 

 

Group

 

18,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable capital units (3)

 

 

 

 

 

 

 

 

 

Group

 

1,262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other debt issues

 

 

 

 

 

 

 

 

 

Company

 

414

 

 

 

 

 

 

 

Group

 

546

 

 

 

 

 

 

 

 


*     Performance rights are issued under the Performance Rights Plan approved at the Company’s annual general meeting held on 19 December 2002 Terms of the Plan are explained in the notice of that meeting.

**   The total exercise price payable on the exercise of any performance rights by a holder on a particular day will be $1.00, irrespective of the number of rights exercised on that day.

 

13



 

(1)   On 30 September 1998, a total of 32,008,000 fully paid non-converting non-cumulative preference shares of the Company with a liquidation preference of US$12.50 per share (TrUEPrSSM preference shares) were issued to a depositary in connection with an issue of 16,004,000 Trust Units Exchangeable for Preferred SharesTM (TrUEPrS) by the NAB Exchangeable Preferred Trust, a Delaware business trust that is not controlled by the Company. The underwriters with respect to the TrUEPrS issue subsequently exercised an option resulting in a further issuance of 2,000,000 TrUEPrS (and accordingly, in the issue of a further 4,000,000 TrUEPrS preference shares).

 

The holders of TrUEPrS receive distributions quarterly in arrears at the rate of 8% per annum on a non-cumulative basis. On 31 December 2047, or the earlier occurrence of certain other exchange events, the holders of TrUEPrS can be required to exchange their TrUEPrS for American depositary shares representing TrUEPrS preference shares, or for cash in some limited circumstances. Until that time, the TrUEPrS preference shares do not pay dividends. After such an exchange event occurs, the TrUEPrS preference shares will automatically convert into non-cumulative preference shares of the company paying a dividend of 8% per annum, if declared.

 

If a dividend is not paid on the TrUEPrS preference shares, the Company cannot, in certain circumstances, pay distributions, redeem, buy back or reduce capital on any other shares of the Company that rank equally with or junior to the TrUEPrS preference shares.

 

Holders of the TrUEPrS preference shares are entitled to vote together with the holders of ordinary shares in the Company (to the extent that these shareholders are entitled to vote) on the basis of one vote per TrUEPrS preference share on a limited number of matters including any proposal to wind-up the Company or any proposal to affect the rights attaching to the TrUEPrS preference shares.

 

The TrUEPrS preference shares are redeemable, in certain limited circumstances, prior to the fifth anniversary of their issue date, and after the fifth anniversary of the issue date, at the Company’s election at a redemption price of US$12.50 plus accrued dividends, if any. The terms of the TrUEPrS preference shares also provide, subject to certain conditions, for a reduction of the share capital of the TrUEPrS preference shares of US$12.49, followed by a redemption of the outstanding share capital attributed to those shares of US$0.01, and for holders to accept a buy-back offer, if made by the Company at a price of US$12.50 plus accrued dividends, if any, for each TrUEPrS preference share.

 

In a winding-up of the Company, holders of TrUEPrS preference shares will generally rank equally with the holders of other preference shares and will rank for return of capital on the TrUEPrS preference shares in priority to ordinary shareholders. After certain exchange events occur (as referred to above), TrUEPrS preference shares will rank in priority to ordinary shares and equally with other preference shares as to dividends. Presently, the Company’s other preference shares consist of the preference shares issued in connection with National Income Securities, which are described below. Preference shares may also be issued by the Company in connection with its exchangeable capital units.

 

TrUEPrSSM is a service mark of Merrill Lynch & Co., Inc.

 

(2)   On 29 June 1999, the Company issued 20 million National Income Securities (NIS) at A$100 each. These securities are stapled securities, comprising one fully paid note of A$100 issued by the Company through its New York branch and one unpaid preference share issued by the Company (NIS preference share). The amount unpaid on an NIS preference share will become due in certain limited circumstances, such as if an event of default occurs. If the amount unpaid on an NIS preference share becomes due, the holder can, and must, transfer to the Company the note stapled to that NIS preference share. The transfer of the note to the Company will satisfy the holder’s obligation to pay up the amount on the NIS preference share. The holder will then hold a fully paid NIS preference share.

 

Each holder of NIS is entitled to non-cumulative distributions based on a rate equal to the Australian 90 day bank bill rate plus 1.25% per annum, payable quarterly in arrears commencing on 15 August 1999. A minimum interest rate of at least 6% per annum was payable until 15 May 2000. Holders of NIS preference shares are not entitled to dividends until the NIS preference shares become fully paid. If the NIS preference shares become fully paid, holders will receive, if declared, a dividend calculated at the same rate and payable on the same basis as for the NIS.

 

If a dividend is not paid on the NIS preference shares, the Company cannot, in certain circumstances, pay distributions, redeem, buy back or reduce capital on any other shares of the Company that rank equally with or junior to the NIS preference shares.

 

Holders of the NIS preference shares are entitled to vote together with the holders of ordinary shares in the Company (to the extent that these shareholders are entitled to vote) on the basis of one vote per NIS preference share on a limited number of matters including any proposal to wind-up the Company or any proposal to affect the rights attaching to the NIS preference shares.

 

With the prior consent of the Australian Prudential Regulation Authority, the Company may redeem each note for A$100 (plus any accrued distributions) and buy back or cancel the NIS preference share stapled to the note for no consideration. This may take place at any time after the fifth anniversary of the issue date of the NIS or earlier in certain limited circumstances.

 

NIS have no maturity date, are quoted on the stock market of Australian Stock Exchange Limited and on winding-up of the Company will rank for a return of capital behind all deposit liabilities and creditors of the Company, but ahead of ordinary shareholders. In a winding-up of the Company, the holders of fully paid NIS preference shares issued in connection with the NIS will generally rank equally with the holders of other preference shares of the Company with the same number with respect to priority on payment in a winding-up (as specified in accordance with the Company’s constitution), and will rank for a return of capital on the NIS preference shares in priority to the holders of ordinary shares. Presently, the only other class of preference shares on issue are the preference shares issued in connection with the TrUEPrS, which are described above, and which rank equally with the NIS preference shares with respect to priority on payment in a winding-up.  Preference shares may also be issued by the Company in connection with the exchangeable capital units.

 

(3)   On 19 March 1997, National Australia Capital Securities (UK) PLC, a controlled entity, received funds following the issue of 40 million exchangeable capital units at US$25 each with a cumulative return of 7 7/8% per annum. Under the terms of the exchangeable capital units, the Company has the option to require the exchange of all, but not part, of the exchangeable capital units at any time for 7 7/8% convertible non-cumulative preference shares of the Company. Holders of the exchangeable capital units or the convertible non-cumulative preference shares have the option at any time to exchange their holdings for ordinary shares of the Company initially at the rate of 1.6365 ordinary shares per exchangeable capital unit or convertible non-cumulative preference share, subject to anti-dilution provisions.

 

As a result of a holder of exchangeable capital units exercising the option to exchange their holdings for ordinary shares of the Company, the number of exchangeable capital units at 31 March 2003 is 39,999,800.

 

The Company has the right to redeem all or part of the exchangeable capital units or redeem all or part of the convertible non-cumulative preference shares under a special offer at any time after 19 March 2007, with the prior consent of APRA.

 

14



 

Segment information

 

The following segment information is disclosed in accordance with Australian Accounting Standards AASB 1005 “Segment Reporting” (AASB 1005), AASB 1029 “Interim Financial Reporting” (AASB 1029) and US accounting standard, Statement of Financial Accounting Standards No. 131  “Disclosures about Segments of an Enterprise and Related Information” (SFAS 131). For the purposes of this note, a business/operating segment is defined as a component of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in assessing performance. The Group results are based on the business segments as reviewed separately by the chief operating decision maker, the Managing Director and Chief Executive Officer, as well as other members of senior management.

 

The Group’s business is organised into five major operating segments: Financial Services Australia, Financial Services Europe, Financial Services New Zealand, Corporate & Institutional Banking (formerly known as Wholesale Financial Services), and Wealth Management.  Financial Services Australia, Europe and New Zealand are the retailing arms of the Group and provide a full range of financial services to customers.  These Financial Services businesses are managed on a regional basis across Australia, Europe, and New Zealand. Corporate & Institutional Banking is responsible for the Group’s relationships with large corporations, institutions, supranationals and government bodies worldwide. It comprises Corporate Banking, Markets, Specialised Finance, Financial Institutions Group, Custodian Services and a Support Services unit. Wealth Management manages a diverse portfolio of financial services businesses, comprising Investments, Insurance and Other (Private Bank & Distribution). The Group’s ‘Other’ business segment includes Finance, Technology, Group Funding, People and Culture, Risk Management, Corporate Development and Office of the CEO, and are not considered to be separate reportable operating segments under SFAS 131.

 

Revenues and expenses directly associated with each business segment are included in determining their result.  Transactions between business segments are based on agreed recharges between segments operating within the same country and are at arm’s length between segments operating in different countries.

 

Comparatives for the previous corresponding period have been restated to reflect the current basis of business segmentation.

 

The following changes to business segments were made in the 2003 half-year:

 

(a)  The New Zealand and European capital management units were previously reported in Financial Services New Zealand and Financial Services Europe business units respectively.  In the 2003 half-year, these units were transferred to Group Funding (part of Other) to ensure consistency of capital allocation methodology across business units.

 

(b)  European asset and liability management activities were previously managed as part of Corporate & Institutional Banking and have now been transferred to Financial Services Europe.

 

(c)  An update of the cost allocation model was undertaken as part of the Group’s 2003 planning process.  This resulted in refinement of cost allocations between Other and Financial Services Australia.

 

The 2002 half-year business segment results and total assets have been restated to reflect these changes.

 

Business segments

 

Current period

 

Financial
Services
Australia
$m

 

Financial
Services
Europe (1)
$m

 

Financial
Services
New
Zealand
$m

 

Corporate &
Institutional
Banking
$m

 

Wealth
Management
$m

 

Other
$m

 

Inter-segment
eliminations
$m

 

Total
Group
$m

 

Net interest income

 

1,710

 

1,239

 

328

 

434

 

54

 

(19

)

 

3,746

 

Non-interest income

 

919

 

431

 

161

 

511

 

854

 

44

 

 

2,920

 

Inter-segment revenue

 

31

 

72

 

6

 

(6

)

 

12

 

(115

)

 

Total revenue

 

2,660

 

1,742

 

495

 

939

 

908

 

37

 

(115

)

6,666

 

Other expenses

 

1,378

 

1,025

 

251

 

328

 

976

 

145

 

 

4,103

 

Inter-segment expenses

 

(7

)

14

 

9

 

69

 

65

 

(35

)

(115

)

 

Total expenses

 

1,371

 

1,039

 

260

 

397

 

1,041

 

110

 

(115

)

4,103

 

Profit from ordinary activities before tax

 

1,289

 

703

 

235

 

542

 

(133

)

(73

)

 

2,563

 

Income tax expense

 

386

 

226

 

77

 

126

 

(95

)

(34

)

 

686

 

Net profit

 

903

 

477

 

158

 

416

 

(38

)

(39

)

 

1,877

 

Outside equity interest

 

 

 

 

4

 

6

 

 

 

10

 

Net profit attributable to members of the Company

 

903

 

477

 

158

 

412

 

(44

)

(39

)

 

1,867

 

Total assets

 

133,617

 

65,916

 

24,916

 

156,479

 

44,370

 

31,936

 

(63,038

)

394,196

 

 

15



 

Previous
corresponding period

 

Financial
Services
Australia
$
m

 

Financial
Services
Europe (1)
$
m

 

Financial
Services
New
Zealand
$
m

 

Corporate &
Institutional
Banking
$
m

 

Wealth
Management
$
m

 

Other (2)
$
m

 

Inter-segment
eliminations
$
m

 

Total
Group
$
m

 

Net interest income

 

1,630

 

1,232

 

257

 

546

 

56

 

(118

)

 

3,603

 

Non-interest income

 

825

 

442

 

135

 

437

 

3,419

 

2,634

 

 

7,892

 

Inter-segment revenue

 

35

 

83

 

2

 

(9

)

2

 

11

 

(124

)

 

Total revenue

 

2,490

 

1,757

 

394

 

974

 

3,477

 

2,527

 

(124

)

11,495

 

Significant expenses (3)

 

3

 

 

 

9

 

5

 

7

 

 

24

 

Other expenses

 

1,280

 

1,043

 

209

 

439

 

2,709

 

2,670

 

 

8,350

 

Inter-segment expenses

 

(16

)

16

 

10

 

75

 

46

 

(7

)

(124

)

 

Total expenses

 

1,267

 

1,059

 

219

 

523

 

2,760

 

2,670

 

(124

)

8,374

 

Profit from ordinary activities before tax

 

1,223

 

698

 

175

 

451

 

717

 

(143

)

 

3,121

 

Income tax expense

 

355

 

228

 

59

 

81

 

265

 

(130

)

 

858

 

Net profit

 

868

 

470

 

116

 

370

 

452

 

(13

)

 

2,263

 

Outside equity interest

 

 

 

 

 

7

 

 

 

7

 

Net profit attributable to members of the company

 

868

 

470

 

116

 

370

 

445

 

(13

)

 

2,256

 

Total assets

 

115,436

 

65,467

 

21,620

 

142,043

 

46,268

 

23,528

 

(52,725

)

361,637

 

 


(1)  Includes the results of Vivid for the half-years ended 31 March 2003 and 2002.

(2)  Includes the net profit of HomeSide for the half-year ended 31 March 2002, of $107 million and total assets of $7,346 million.

(3)  Restructuring costs relating to termination benefits of $16m and other restructuring costs of $8m have been reclassified as significant items in the 2002 half-year comparatives to accord with the classification made in the 2002 annual financial report and Appendix 4B Preliminary Financial Report for the financial year ended 30 September 2002.  These amounts were previously classified as other expenses for the purposes of the segment note for the half-year ended 31 March 2002.

 

16



Comments by directors

 

Comments on the following matters are required by ASX or, in relation to the half-yearly report, by AASB 1029 “Interim Financial Reporting”. The comments do not take the place of the directors’ report and statement (as required by the Corporations Act) and may be incorporated into the directors report and statement. For both half-yearly and preliminary final reports, if there are no comments in a section, state NIL. If there is insufficient space to comment, attach notes to this report.

 

19.1  Basis of financial report preparation

 

This report is a general purpose financial report prepared in accordance with the listing rules and AASB 1029 “Interim Financial Reporting”. It should be read in conjunction with the last annual report and any announcements to the market made by the Company during the period.

 

This report is National Australia Bank Limited’s half-year financial report for the purpose of complying with Australian Accounting Standard AASB 1029 “Interim Financial Reporting”. The half-year financial report does not include all notes of the type normally included within the annual report and therefore cannnot be expected to provide as full an understanding of the financial performance, financial position and investing activities of the economic entity as the full financial report. The half-year financial report should be read in conjunction with the annual report as at 30 September 2002.

 

The half-year financial report has been prepared in accordance with the requirements of the Corporations Act 2001, the recognition and measurement requirements of applicable accounting standards and Urgent Issues Group Consensus Views.

 

The accounting policies adopted in this report are consistent with those applied in the annual financial report as at 30 September 2002, except for the change in accounting policy as disclosed at item 19.5.

 

19.2  Material factors affecting the revenues and expenses of the economic entity for the current period.

 

Nil

 

19.3  A description of each event since the end of the current period which has had a material effect and is not related to matters already reported elsewhere in this Appendix or in attachments, with financial effect quantified (if possible).

 

Nil

 

19.4  Franking credits available and prospects for paying fully or partly franked dividends for at least the next year.

 

With effect from 1 July 2002, Australian tax law requires companies to maintain franking accounts on a tax paid basis.

 

The franking credits available to the Group at 31 March 2003, after allowing for tax payable in respect of the current reporting period’s profits that will be subject to Australian income tax, the payment of the interim dividend, and the receipt of dividends recognised as receivable at balance date, are estimated to be $nil (2002: $nil). The interim dividend for the year ending 30 September 2003 will be fully franked based on franking credits expected to arise in the tax year ending 30 June 2004.

 

The extent to which future dividends will be franked will depend on a number of factors including the level of the Group’s profits that will be subject to Australian income tax and any future changes to Australia’s business tax system (including the dividend imputation system) as a result of the Federal Government’s tax reform initiatives.

 

19.5  Unless disclosed below, the accounting policies, estimation methods and measurement bases used in this report are the same as those used in the last annual report. Any changes in accounting policies, estimation methods and measurement bases since the last annual report are disclosed as follows. (Disclose changes and differences in the half yearly report in accordance with AASB 1029: Interim Financial Reporting. Disclose changes in accounting policies in the preliminary final report in accordance with AASB 1001: Accounting Policies - Disclosure).

 

The Group has adopted the new accounting standard AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets” for the first time from 1 October 2002. Provisions for dividends are now recognised at the time the dividends are declared, determined or publicly recommended.  Previously, the Group recognised a provision for dividend in the reporting period to which the dividend related, even though the dividend was declared or announced after the end of that reporting period.

 

The effect of this change in accounting policy has been to increase opening retained profits and decrease provision for dividends by $1,151 million.

 

There was no impact on net profit or basic and diluted earnings per share for the half-year ended 31 March 2003.

 

19.6  Revisions in estimates of amounts reported in previous interim periods. For half yearly reports the nature and amount of revisions in estimates of amounts reported in previous annual reports if those revisions have a material effect in this half year.

 

Nil

 

19.7  Changes in contingent liabilities or assets. For half yearly reports, changes in contingent liabilities and contingent assets since the last annual report.

 

There have been no material changes in contingent liabilities or assets since those disclosed in the 2002 annual financial report.

 

17



 

Compliance statement

 

This report has been prepared in accordance with AASB Standards, other AASB authoritative pronouncements and Urgent Issues Group Consensus Views.

 

This report, and the accounts upon which the report is based (if separate), use the same accounting policies.

 

This report does give a true and fair view of the matters disclosed.

 

This report is based on accounts to which one of the following applies.

 

(Tick one)

 

o

 

The accounts have been audited.

 

 

 

o

 

The accounts are in the process of being audited or subject to review.

 

 

 

ý

 

The accounts have been subject to review.

 

 

 

o

 

The accounts have not yet been audited or reviewed.

 

If the audit report or review by the auditor is not attached, details of any qualifications are attached.

 

The entity has a formally constituted audit committee.

 

 

Sign here:

 

Date:

14 May 2003

 

(Company Secretary)

 

 

 

 

 

Print name:

Garry F. Nolan

 

 

 

18



 

Directors’ Declaration

 

The Directors of National Australia Bank Limited declare that:

 

a)     the financial statements, and the notes thereto, as set out on pages 1 to 18, comply with accounting standards and the Corporations Act 2001;

 

b)    the financial statements and notes thereto give a true and fair view of the financial position as at 31 March 2003, and of the performance of the Group for the half year ended 31 March 2003; and

 

c)     in the opinion of the directors, at the date of this declaration, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

 

Dated at Melbourne this 14th day of May 2003 and signed in accordance with a resolution of the Board of Directors.

 

 

DCK Allen

 

FJ Cicutto

Chairman

 

Managing Director

 

 

Independent review report to the members of National Australia Bank Limited

 

We have reviewed the financial report of National Australia Bank Limited for the half year ended 31 March 2003, in the form of the half -yearly report pursuant to rule 4.1 of the Australian Stock Exchange Listing Rules, consisting of the statement of financial performance, statement of financial position, statement of cash flows, accompanying notes set out on pages 1 to 18, and the directors’ declaration.

 

The financial report includes the consolidated financial statements of the Group comprising the Company and the entities it controlled at the end of the half-year or from time to time during the half-year.  The Company’s directors are responsible for the financial report.

 

We have performed an independent review of the financial report in order to state whether, on the basis of procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with Accounting Standard AASB1029 “Interim Financial Reporting” and other mandatory professional reporting requirements and statutory requirements, so as to present a view which is consistent with our understanding of the Group’s financial position and performance as represented by the results of its operations and its cash flows, and in order for the Company to lodge the financial report with the Australian Securities and Investments Commission.

 

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. The review is limited primarily to inquiries of company personnel and analytical procedures applied to the financial data.  Our review has not involved a study and evaluation of internal accounting controls, tests of accounting records or tests of responses to inquiries by obtaining corroborative evidence from inspection, observation or confirmation.  The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit.  We have not performed an audit and, accordingly, we do not express an audit opinion.

 

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of National Australia Bank Limited is not in accordance with:

 

(a)

the Corporations Act 2001, including:

 

i)

giving a true and fair view of the Group’s financial position as at 31 March 2003, and of its performance for the half-year ended on that date; and

 

ii)

complying with Accounting Standards in Australia and the Corporations Regulations 2001; and

 

 

 

(b)

other mandatory professional reporting requirements in Australia.

 

 

 

 

 

 

KPMG

 

 

 

Melbourne

 

 

 

 

 

 

 

PJ Matthey, Partner

 

 

14th May 2003

 

19



 

Report of the directors

 

The directors of National Australia Bank Limited (hereinafter referred to as the ‘Company’) present their report of the Group, being the Company and its controlled entities, for the half-year ended 31 March 2003 and the independent auditors’ review report thereon.

 

Directors

 

The Board has power to appoint persons as directors to fill any vacancies.  Other than the Managing Director, one third of the directors (or the nearest number to but not exceeding one third) are required to retire by rotation at each annual general meeting, together with any other director not in such one-third who has held office for three years or more and any directors appointed during the year to fill any vacancies.  Both the directors retiring by rotation and any newly appointed directors are eligible to stand for re-election.

 

Directors in office at the date of this report are:

 

DCK Allen (Chairman)

 

KJ Moss

FJ Cicutto

 

GA Tomlinson

JB Clark

 

ED Tweddell

PJB Duncan

 

CM Walter

GJ Kraehe

 

 

 

Dividends

 

The Directors have declared an interim dividend of 80 cents per ordinary share, fully franked, payable on 2 July 2003.

 

The extent to which future dividends will be franked, for Australian taxation purposes, will depend on a number of factors including the proportion of the Group’s profits that will be subject to Australian income tax and any future changes to Australia’s business tax system as a result of the Australian Government’s tax reform initiatives.

 

Rounding of amounts

 

Pursuant to Class Order 98/100 made by the Australian Securities and Investments Commission on 10 July 1998, the Company has rounded off amounts in this report and the accompanying financial statements to the nearest million dollars, except where indicated.

 

Group’s results

 

The net profit attributable to members of the Company for the Group for the half-year ended 31 March 2003 was $1,867 million, 17% lower than the March 2002 half year.

 

Review of operations

 

The previous corresponding period includes a contribution from SR Investment, Inc. and its wholly owned subsidiary HomeSide Lending, Inc (HomeSide), which was sold effective 1 October 2002.

 

The reduction in net profit attributable to members to $1,867 million, has been impacted by the sale of HomeSide ($107 million) and the adverse movement in the revaluation profit/(loss) (the excess of net market value over net assets of life insurance controlled entities) of $609 million ($442 million after tax).

 

Excluding the impact of these, net profit attributable to members has increased from the prior corresponding period.

 

The reduction in revenues from ordinary activities reflects the matters above, together with lower life insurance income and the inclusion of proceeds from the sale of the operating assets of HomeSide in the prior corresponding period.

 

Net interest income (interest income less interest expense) increased 4% to $3,746 million. This was impacted by strong volume growth, particularly in Australia and New Zealand, partially offset by a fall in the net interest margin.

 

The reduction in expenses from ordinary activities reflects lower life insurance expenses, lower expenses due to the sale of HomeSide and the inclusion of the carrying value of the HomeSide operating assets sold in the prior corresponding period.

 

The reduction in expenses has also been impacted by a fall in the charge to provide for doubtful debts. The charge in the prior corresponding period was impacted by a number of large corporate exposures.

 

The interim dividend per share has increased 8 cents to 80 cents, fully-franked.

 

Total assets have grown 4.5% from 30 September 2002 to $394,196 million at 31 March 2003. This was primarily driven by a 4.9% increase in loans and advances, as a result of volume growth particularly in relation to housing growth in the Australian and New Zealand retail banking operations. Net assets have increased 2.4% to $23,815 million.

 

Signed in accordance with a resolution of the directors.

 

 

DCK Allen

 

FJ Cicutto

Chairman

 

Managing Director

 

14 May, 2003

 

20



SIGNATURE PAGE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

 

 

 

NATIONAL AUSTRALIA BANK LIMITED

 

 

 

 

Susan E Crook

 

Date:

14 May 2003

Title:

Associate Company Secretary