Bond BHPB Finance Ltd 4.125% ( US055451AR98 ) in USD

BHPB Finance Ltd

100 % ▲

Australia

US055451AR98 ( in USD )

4.125% per year ( payment 2 times a year)

23/02/2042

Prospectus brochure of the bond BHP Billiton Finance Ltd US055451AR98 en USD 4.125%, maturity 23/02/2042

2 000 USD

1 000 000 000 USD

055451AR9

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

24/08/2025 ( In 49 days )

BHP Billiton Finance Ltd. is a wholly-owned subsidiary of BHP Group, primarily responsible for managing the company's global financing activities, including debt issuance, treasury management, and financial risk management.

The Bond issued by BHPB Finance Ltd ( Australia ) , in USD, with the ISIN code US055451AR98, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/02/2042

The Bond issued by BHPB Finance Ltd ( Australia ) , in USD, with the ISIN code US055451AR98, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by BHPB Finance Ltd ( Australia ) , in USD, with the ISIN code US055451AR98, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
424B2 1 d304342d424b2.htm FORM 424(B)(2)
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed Maximum
Title of each Class of Securities to be
Amount to be
Maximum
Aggregate Offering
Amount of
Registered

Registered

Offering Price
Price

Registration Fee
U.S.1.000% Notes due 2015

$1,000,000,000
99.791%

$ 997,910,000
$
114,361(1)
U.S.1.625% Notes due 2017

$1,250,000,000
99.728%

$ 1,246,600,000
$
142,861(1)
U.S.2.875% Notes due 2022

$1,000,000,000
99.064%

$ 990,640,000
$
113,528(1)
U.S.4.125% Notes due 2042

$1,000,000,000
98.258%

$ 982,580,000
$
112,604(1)
U.S. Floating Rate Notes due 2014

$1,000,000,000
100%

$ 1,000,000,000
$
114,600(1)
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-162380
333-162380-01
333-162380-02

PROSPECTUS SUPPLEMENT
(to Prospectus dated November 16, 2011)

US$1,000,000,000 1.000% Senior Notes due 2015
US$1,250,000,000 1.625% Senior Notes due 2017
US$1,000,000,000 2.875% Senior Notes due 2022
US$1,000,000,000 4.125% Senior Notes due 2042
US$1,000,000,000 Senior Floating Rate Notes due 2014
Fully and unconditionally guaranteed by
BHP Biliton Finance (USA) Limited is selling US$1,000,000,000 aggregate principal amount of 1.000% senior notes due
2015, US$1,250,000,000 aggregate principal amount of 1.625% senior notes due 2017, US$1,000,000,000 aggregate
principal amount of 2.875% senior notes due 2022, US$1,000,000,000 aggregate principal amount of 4.125% senior
notes due 2042 (together, the "fixed rate notes") and US$1,000,000,000 aggregate principal amount of senior floating
rate notes due 2014 (the "floating rate notes" and, together with the fixed rate notes, the "notes"). BHP Bil iton Finance
(USA) wil pay interest on fixed rate notes semi-annual y in arrears on August 24 and February 24 of each year,
beginning on August 24, 2012 until, and including, the respective maturity date. BHP Bil iton Finance (USA) wil pay
interest on the senior floating rate notes on May 18, August 18, November 18 and February 18 of each year, beginning
on May 18, 2012 until, and including, their maturity date.
The notes wil be issued by BHP Bil iton Finance (USA) and wil be guaranteed by each of BHP Bil iton Limited, an
Australian limited company, and BHP Billiton Plc, an English public limited company. The notes will rank equal y in right of
payment with al of the issuer's other unsecured and unsubordinated debt obligations. The guarantees wil rank equally in
the right of payment with each guarantor's other unsecured and unsubordinated debt obligations.
BHP Bil iton Finance (USA) wil make payments of principal and interest on the notes, and the guarantors wil make any
payments coming due under the guarantees, free and clear of, and without withholding or deduction for, any Australian
and United Kingdom taxes. In the event that payments of principal and interest on the notes or the guarantees become
subject to Australian or United Kingdom withholding tax, BHP Bil iton Finance (USA) or the guarantors, as applicable, wil
pay additional amounts so that the amount received by holders of notes after withholding tax wil equal the amount that
would have been received had no withholding tax been applicable, subject to some exceptions described in the attached
prospectus.
In the event that changes in withholding tax law, treaties or interpretations require BHP Bil iton Finance (USA) or the
guarantors to pay these additional amounts, it may redeem the notes before their stated maturity at a price equal to
100% of their principal amount plus accrued interest to, but not including, the redemption date.
See "Risk Factors" beginning on page 1 of the attached prospectus for a discussion of material risks that you should
consider before deciding whether to invest in the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
2 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
securities, or passed upon the accuracy or adequacy of this prospectus supplement or the attached prospectus. Any
representation to the contrary is a criminal offence.

Price to
Underwriters'
Proceeds to the Issuer

Investors

Discount

(before expenses)
Per 1.000% senior notes due 2015

99.791%

.25%

99.541%
Per 1.625% senior notes due 2017

99.728%

.35%

99.378%
Per 2.875% senior notes due 2022

99.064%

.45%

98.614%
Per 4.125% senior notes due 2042

98.258%

.875%

97.383%
Per senior floating rate notes due 2014

100%

.20%

99.800%
Total

$5,217,730,000
$21,250,000
$
5,195,605,000
Interest on the notes wil accrue from and including the delivery date.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes in
book-entry form through the facilities of The Depository Trust Company and its participants, including Euroclear and
Clearstream, Luxembourg, on or about February 24, 2012.

Bookrunners

Barclays Capital

J.P. Morgan

BNP PARIBAS

RBS

UBS Investment Bank
February 21, 2012.
3 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this prospectus supplement
S-1

Forward-looking statements
S-1

Incorporation by reference
S-2

Where you can find additional information
S-3

Summary
S-4

The offering
S-8

Use of proceeds
S-12
Ratio of earnings to fixed charges
S-12
Capitalization and indebtedness
S-13
Selected consolidated financial information
S-14
Description of notes
S-16
Underwriting
S-19
Legal matters
S-23
Experts
S-23
Prospectus

RISK FACTORS
1

ABOUT THIS PROSPECTUS
3

WHERE YOU CAN FIND MORE INFORMATION ABOUT THE BHP BILLITON GROUP
3

INCORPORATION OF INFORMATION WE FILE WITH THE SEC
4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
5

THE BHP BILLITON GROUP
6

BHP BILLITON FINANCE (USA) LIMITED
7

ENFORCEMENT OF CIVIL LIABILITIES
8

DESCRIPTION OF DEBT SECURITIES THAT WE MAY OFFER
9

CLEARANCE AND SETTLEMENT
26
MATERIAL TAX CONSEQUENCES
31
PLAN OF DISTRIBUTION
38
LEGAL MATTERS
39
EXPERTS
40
You should read this prospectus supplement along with the attached prospectus. Both documents contain information you should
consider when making your investment decision. You should rely on the information contained in or incorporated by reference into
this prospectus supplement and the attached prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone does provide you with different or inconsistent information, you may not rely on it.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement and the attached prospectus is accurate
only as of the date on the bottom of the front cover of this prospectus supplement. Our business, financial condition, results of
operations and prospects may have changed since that date.
4 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, the terms "we," "our," "us," "BHP Billiton" and "BHP Billiton Group" refer to BHP Billiton
Limited and BHP Billiton Plc, together with their respective subsidiaries (including the issuer). "BHP Billiton Limited Group" refers
to the group that is BHP Billiton Limited and its subsidiary companies. "BHP Billiton Plc Group" refers to the group that is BHP
Billiton Plc and its subsidiary companies. "BHP Billiton Limited" refers to the parent entity that was formerly BHP Limited before
the implementation of the dual listed company structure and "BHP Billiton Plc" refers to the parent entity that was formerly Billiton
Plc before the implementation of the dual listed company structure. We refer to BHP Billiton Finance (USA) Limited as "BHP
Billiton Finance (USA)" or the "issuer." We refer to BHP Billiton Limited and BHP Billiton Plc together as the "guarantors."
This prospectus supplement contains the terms for this offering of notes. This prospectus supplement, or the information
incorporated by reference in this prospectus supplement, may add, update or change information in, or incorporated by reference into,
the attached prospectus. If information in this prospectus supplement, or the information incorporated by reference in this prospectus
supplement, is inconsistent with the information in the attached prospectus, then the information in, or incorporated by reference into,
this prospectus supplement, or incorporated by reference in this prospectus supplement, will apply and will supersede that
information in, or incorporated by reference into, the attached prospectus. Capitalized terms used but not defined in this prospectus
supplement have the meanings given to those terms in the attached prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement
and the attached prospectus in making your investment decision. You should also read and consider the information in the documents
we have referred you to under "Where you can find additional information."
FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus supplement may constitute "forward-looking
statements" (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange
Act of 1934), which are subject to various risks and uncertainties. These statements can be identified by the use of forward-looking
terminology such as "intend," "aim," "project," "anticipate," "estimate," "plan," "believe" "expect," "may," "should," "will,"
"continue," or other similar words. These statements discuss future expectations concerning the results of operations or financial
condition or provide other forward-looking information. Our actual results, performance or achievements could be significantly
different from the results expressed in, or implied by, those forward-looking statements. You should not place undue reliance on any
forward-looking statement, which speaks only as of the date made.
These statements include, but are not limited to, the information regarding:

· estimated reserves;

· trends in commodity prices and currency exchange rates;

· demand for commodities;

· plans, strategies and objectives of management;

· closure or divestment of certain operations or facilities (including associated costs);

· anticipated initial production or construction commencement dates;

· expected costs or production output;

· the anticipated productive lives of projects, mines and facilities;

S-1
5 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents

· industrial action;

· provisions for contingent liabilities; and

· tax and regulatory developments.
These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown
risks, uncertainties and other factors, many of which are beyond our control, which may cause actual results to differ materially from
those expressed in the statements contained in this prospectus. When considering these forward-looking statements, you should keep
in mind the cautionary statements contained or incorporated by reference in this prospectus. These statements describe circumstances
that could cause actual results to differ materially from those contained in any forward-looking statement.
For example, our future revenues from our operations, projects or mines described in this prospectus supplement and the
attached prospectus (including the documents incorporated by reference herein) will be based, in part, upon the market price of the
minerals, metals or petroleum produced, which may vary significantly from current levels. These variations, if materially adverse,
may affect the timing or the feasibility of the development of a particular project, or the expansion of certain facilities or mines. Other
factors that may affect the actual construction or production commencement dates, costs or production output and anticipated lives of
operations, mines or facilities include our ability to profitably produce and transport the minerals, petroleum and/or metals extracted
to applicable markets, the impact of foreign currency exchange rates on the market prices of the minerals, petroleum or metals we
produce, activities of government authorities in some of the countries where we are exploring or developing these projects, facilities
or mines, including increases in taxes, changes in environmental and other regulations and political uncertainty and other factors
identified in the description of the risk factors above. We cannot assure you that our estimated economically recoverable reserve
figures, closure or divestment of such operations or facilities, including associated costs, actual production or commencement dates,
cost or production output, or anticipated lives of the projects, mines and facilities discussed in this prospectus will not differ
materially from the statements contained in this prospectus.
Except as required by applicable regulations or by law, we do not undertake any obligation to publicly update or review any
forward-looking statements, whether as a result of new information or future events or otherwise.
INCORPORATION BY REFERENCE
The SEC allows BHP Billiton Limited and BHP Billiton Plc to "incorporate by reference" the information each of them files or
furnishes with the SEC. This permits BHP Billiton Limited and BHP Billiton Plc to disclose important information to you by referring
you to these filed or furnished documents. Any information referenced in this way is considered part of this prospectus, and any
information that we file or furnish with the SEC subsequent to this prospectus and incorporate by reference into this prospectus will
automatically be deemed to update and supersede this information, as described in more detail below. We incorporate by reference
the following documents that have been filed or furnished with the SEC:

· The Annual Report on Form 20-F of BHP Billiton Limited and BHP Billiton Plc for the fiscal year ended June 30, 2011.

· The report on Form 6-K of BHP Billiton Limited and BHP Billiton Plc furnished to the SEC on February 21, 2012, which

includes our unaudited financial information as of and for the six months ended December 31, 2011 and 2010.
Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of the registration statement, this prospectus supplement
and the attached prospectus to the extent that a statement contained herein

S-2
6 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this registration statement, this prospectus supplement or the attached prospectus.
We will provide without charge, upon written or oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than exhibits which are specifically incorporated by reference in such documents. Requests should be directed
to BHP Billiton, 180 Lonsdale Street, Melbourne, Victoria 3000, Australia; telephone: 011 61 3 9609 3333.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
BHP Billiton Limited and BHP Billiton Plc file or furnish annual and other reports and other information with the SEC. You may
read and copy any document that BHP Billiton Limited or BHP Billiton Plc has filed or furnished at the SEC's public reference room
located at 100 F Street, NE Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports filed or furnished by us. Such
documents are only incorporated by reference to the extent set forth herein. See "Incorporation by reference."
American depositary shares representing ordinary shares of BHP Billiton Limited are listed on the New York Stock Exchange,
and its ordinary shares are listed on the Australian Stock Exchange. American depositary shares representing ordinary shares of BHP
Billiton Plc are listed on the New York Stock Exchange, and its ordinary shares are admitted to the Official List of the Financial
Services Authority in its capacity as competent authority under the United Kingdom Financial Services and Markets Act 2000,
referred to as the UK Financial Services Authority, and the London Stock Exchange Plc for trading on the London Stock Exchange's
Regulated Market. You can consult reports and other information about BHP Billiton Limited that it has filed pursuant to the rules of
the New York Stock Exchange and the Australian Stock Exchange, and about BHP Billiton Plc that it has filed pursuant to the rules of
the New York Stock Exchange and the UK Financial Services Authority, at those exchanges or authority. Such documents are not
incorporated into this prospectus.
We will make available to the holders of debt securities, at the corporate trust office of the trustee under the indenture governing
the debt securities, copies of the indenture as well as our most recent annual report on Form 20-F, including a review of operations,
and annual audited consolidated financial statements prepared in conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board, or IFRS. We will also make available at the corporate trust office of the
trustee our semi-annual consolidated financial statements, prepared in accordance with IFRS. We have not provided, and do not
intend to provide, a reconciliation of our financial results to generally accepted accounting principles in the United States.

S-3
7 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents
SUMMARY
The BHP Billiton Group
We are the world's largest diversified natural resources company. Our corporate objective is to create long-term
shareholder value through the discovery, acquisition, development and marketing of natural resources.
We pursue this through our consistent strategy of owning and operating large, long-life, low-cost, expandable, upstream
assets diversified by commodity, geography and market.
This strategy means more predictable business performance over time which, in turn, underpins the creation of value for our
shareholders, customers, employees and, importantly, the communities in which we operate.
We are among the world's top producers of major commodities, including aluminium, energy coal, metallurgical coal,
copper, manganese, iron ore, uranium, nickel, silver and titanium minerals, and have substantial interests in oil and gas.
We continue to invest in the future.
The Group is headquartered in Melbourne, Australia, and consists of the BHP Billiton Limited Group and the BHP Billiton
Plc Group as a combined enterprise, following the completion of the Dual Listed Company (DLC) merger in June 2001.
BHP Billiton Limited and BHP Billiton Plc have each retained their separate corporate identities and maintained their
separate stock exchange listings, but they are operated and managed as a single unified economic entity, with their boards and
senior executive management comprising the same people.
BHP Billiton Limited has a primary listing on the Australian Securities Exchange (ASX) in Australia. BHP Billiton Plc has
a premium listing on the London Stock Exchange (LSE) in the United Kingdom and a secondary listing on the Johannesburg Stock
Exchange in South Africa. In addition, BHP Billiton Limited American Depository Receipts (ADRs) and BHP Billiton Plc ADRs
trade on the New York Stock Exchange (NYSE) in the US.
As at February 8, 2012, we had a market capitalization of approximately US$202.6 billion. For the fiscal year ended
June 30, 2011, we reported net operating cash flow of US$30.1 billion, profit attributable to shareholders of US$23.6 billion and
revenue of US$71.7 billion. For the six months ended December 31, 2011, we reported net operating cash flow of US$12.3
billion, profit attributable to shareholders of US$9.9 billion and revenue of US$37.5 billion. We have approximately 100,000
employees and contractors working in more than 100 locations worldwide.
We operate nine Customer Sector Groups (CSGs) aligned with the commodities which we extract and market. The nine
CSGs are:

· Petroleum

· Aluminium

· Base Metals (including Uranium)

· Diamonds and Specialty Products

· Stainless Steel Materials

· Iron Ore

S-4
8 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents

· Manganese

· Metallurgical Coal

· Energy Coal
Recent Developments
Olympic Dam Pre-Commitment Capital
On October 10, 2011, BHP Billiton received environmental approvals from the South Australian and Australian federal
governments for the development of an open pit mine at Olympic Dam in South Australia. On October 12, 2011, BHP Billiton
announced approval for US$1.2 billion in pre-commitment capital for the first phase of the Olympic Dam Project. The funding
will facilitate the procurement of long lead items such as trucks and accommodation, infrastructure development and early site
works. On November 29, 2011, the South Australian Parliament passed an amendment to the indenture agreement covering issues
such as state royalties and other regulatory issues. The first phase of the Olympic Dam Project is currently in feasibility and its
progression into execution remains dependent on the completion of all required studies and Board approval, which is expected to
be sought in CY2012.
Development of Caval Ridge Mine and Expansion of Peak Downs Mine
On November 1, 2011, BHP Billiton approved development of the Caval Ridge Mine project and expansion of the Peak
Downs Mine in the northern Bowen Basin in Central Queensland, Australia. The new Caval Ridge Mine is expected to have the
capacity to produce 5.5 million tonnes of export metallurgical coal per year. The Peak Downs Mine is expected to expand
production of export metallurgical coal by 2.5 million tonnes per year. The total investment in the initial project is expected to be
US$4.2 billion, of which BHP Billiton's share is US$2.1 billion. The investment will include construction of a new coal handling
and preparation plant at Caval Ridge to process production from the Caval Ridge Mine and Peak Downs Mine expansion. The
Caval Ridge Mine project and Peak Downs Mine expansion have received all necessary regulatory approvals and permits.
Senior Executive Changes
On November 28, 2011, BHP Billiton announced changes to its senior management team. Alex Vanselow, Group Executive
and Chief Financial Officer, will retire at the end of February 2012. Effective January 1, 2012, he was succeeded by Graham
Kerr, recently President of Diamonds and Specialty Products. Additionally, Mike Henry, President of Marketing, joined the
Group Management Committee as Group Executive and Chief Marketing Officer.
Mr. Kerr joined the Group in 1994. Prior to this, he was President of Diamonds and Specialty Products. Mr. Kerr has
worked in a wide range of finance, treasury and operational roles across the Group, and has held the positions of Chief Financial
Officer of Stainless Steel Materials, Vice President Finance--BHP Billiton Diamonds and Finance Director for EKATI. In 2004,
Mr. Kerr left BHP Billiton for a two year period when he was General Manager Commercial for Iluka Resources Ltd.
Mr. Henry joined the Group in 2003 and was appointed Chief Executive Marketing in November 2011. Prior to this, he was
President of Marketing. Mr. Henry's earlier career with BHP Billiton included various business development and marketing
roles, including Marketing Director for Petroleum, Marketing Director for Energy Coal & Freight and Vice President Business
Development for the Energy Coal Customer Sector Group. Prior to joining BHP Billiton, Mr. Henry worked for Mitsubishi
Corporation where he held a number of commercial roles.

S-5
9 of 70
2/23/2012 9:15 AM

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312512074116/...
Table of Contents
Review of Diamonds Business
On November 29, 2011, BHP Billiton announced a review of its diamonds business, comprised of interests in the EKATI
Diamond Mine and the Chidliak exploration project in Canada. The purpose of the review is to examine whether a continued
presence in the diamonds industry is consistent with BHP Billiton's strategy and to evaluate the potential sale of all or part of the
diamonds business. On December 20, 2011, BHP Billiton agreed to sell its 51% interest in the Chidliak project to Peregrine
Diamonds Ltd. for C$9 million to be paid over three years and a 2% royalty on future production from Chidliak. The review of
BHP Billiton's interest in EKATI is ongoing.
Divestment of Interest in Richards Bay Minerals
On February 1, 2012, BHP Billiton announced that it exercised an option to sell its 37% non-operated interest in Richards
Bay Minerals to Rio Tinto and plans to exit the titanium minerals industry. Completion of the sale is conditional upon the
fulfillment of customary regulatory approvals with the final consideration to be determined according to an agreed valuation
process.
Initial Work Approved for Port Hedland Outer Harbour Development
On February 2, 2012, BHP Billiton announced approval of US$917 million in pre-commitment funding, of which BHP
Billiton's share is US$779 million, for the construction of a 100 million tonne per year outer harbor facility associated with its
Western Australia Iron Ore operations. The project, which is expected to be reviewed for full approval in the fourth quarter of
calendar year 2012, has an embedded option to expand the outer harbor by a further 100 million tonnes per year. The approved
funding will enable BHP Billiton to progress feasibility studies and the procurement of long lead items.
Industrial Action at BHP Billiton Mitsubishi Alliance Mines
Industrial action is continuing at the BHP Billiton Mitsubishi Alliance (BMA) mines in Queensland, Australia, affecting
metallurgical coal production. Negotiations are ongoing between BHP Billiton and the BMA labor unions. The extent to which
industrial action will continue to impact production, sales and unit costs is difficult to predict.
Major Investment and Reserve Increase at Escondida
On February 14, 2012, BHP Billiton approved a total investment of US$2.6 billion (BHP Billiton share) in two projects that
are expected to result in higher production at Escondida over the next decade.
Organic Growth Project 1 ("OGP1") will replace the Los Colorados concentrator with a new 152,000 tonne per day (tpd)
plant that is expected to allow access to higher grade ore located underneath the existing facilities. Construction began in
February 2012 with commissioning anticipated in the first half of the 2015 calendar year. The project is expected to cost US$3.8
billion, of which BHP Billiton's share is US$2.2 billion.
BHP Billiton also approved the Oxide Leach Area Project ("OLAP") which will create a new dynamic leaching pad and
mineral handling system that will include several overland conveyers. The new pad is expected to maintain oxide leaching
capacity at current levels following the exhaustion of the existing heap leach in the 2014 calendar year. OLAP is expected to cost
US$721 million, of which BHP Billiton's share is US$414 million, with commissioning anticipated in the middle of the 2014
calendar year.
In addition, BHP Billiton announced a 25% increase in the Ore Reserves at Escondida following successful brownfield
exploration and accelerated in-fill development drilling programmes. The Ore Reserves increase also

S-6
10 of 70
2/23/2012 9:15 AM