Obligation BHPB Finance Ltd 3.25% ( US055451AL29 ) en USD

BHPB Finance Ltd

100 % ▼

Australie

US055451AL29 ( en USD )

3.25% par an ( paiement semestriel )

20/11/2021 - Obligation échue

Prospectus brochure de l'obligation BHP Billiton Finance Ltd US055451AL29 en USD 3.25%, échue

2 000 USD

529 978 000 USD

055451AL2

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

BHP Billiton Finance Ltd. est une filiale de BHP Group, une société minière multinationale, principalement utilisée pour des activités de financement et de trésorerie.

L'Obligation émise par BHPB Finance Ltd ( Australie ) , en USD, avec le code ISIN US055451AL29, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/11/2021

L'Obligation émise par BHPB Finance Ltd ( Australie ) , en USD, avec le code ISIN US055451AL29, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par BHPB Finance Ltd ( Australie ) , en USD, avec le code ISIN US055451AL29, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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(1)
U.S. 1.125% Notes due 2014

$1,000,000,000
99.645%
$996,450,000
$114,193.17
U.S. 1.875% Notes due 2016

$750,000,000
99.469%
$746,017,500
$85,493.61
U.S. 3.250% Notes due 2021

$1,250,000,000
99.097%
$1,238,712,500
$141,956.45
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed pursuant to Rule 424(b)(3)
Registration Nos. 333-162380
333-162380-01
333-162380-02
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 16, 2011)

Fully and unconditionally guaranteed by
BHP Biliton Finance (USA) Limited is selling US$1,000,000,000 aggregate principal amount of 1.125% senior notes due
2014, US$750,000,000 aggregate principal amount of 1.875% senior notes due 2016 and US$1,250,000,000 aggregate
principal amount of 3.250% senior notes due 2021. BHP Bil iton Finance (USA) wil pay interest on each series of the
senior notes semi-annual y in arrears on May 21 and November 21 of each year, beginning on May 21, 2012 until, and
including, the respective 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 all of the issuer's other unsecured and unsubordinated debt obligations. The guarantees wil rank equal y 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
securities, or passed upon the accuracy or adequacy of this prospectus supplement or the attached prospectus. Any
representation to the contrary is a criminal offense.

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Price to
Underwriters'
Proceeds to the Issuer

Investors

Discount

(before expenses)
Per 1.125% senior notes due 2014

99.645%

0.25%

99.395%
Per 1.875% senior notes due 2016

99.469%

0.35%

99.119%
Per 3.250% senior notes due 2021

99.097%

0.45%

98.647%
Total

$2,981,180,000
$10,750,000
$2,970,430,000
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 November 21, 2011.

Bookrunners

Barclays Capital

J.P. Morgan
November 16, 2011.
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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-7
Use of proceeds

S-10
Ratio of earnings to fixed charges

S-10
Capitalization and indebtedness

S-11
Selected consolidated financial information

S-12
Description of Notes

S-14
Underwriting

S-16
Legal matters

S-20
Experts

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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.
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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 production or construction commencement dates;

· expected costs or production output;

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

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· 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.
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 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.

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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.

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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 November 11, 2011, we had a market capitalization of approximately US$192.8 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. 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

· Manganese

· Metallurgical Coal

· Energy Coal

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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. The majority of the pre-commitment capital is conditional on the successful passage of a variation to the current indenture
agreement through the South Australian Parliament 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 mid-June 2012.
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.
Restatement of Petrohawk Accounting
Following BHP Billiton's acquisition of Petrohawk Energy Corporation ("Petrohawk") on August 25, 2011, the Board of
Directors of Petrohawk has determined that Petrohawk's previously issued audited consolidated financial statements as of and for
the fiscal year ended December 31, 2010 and unaudited interim consolidated financial statements as of and for the periods ended
June 30, 2010, September 30, 2010, March 31, 2011 and June 30, 2011, which were prepared in accordance with US GAAP,
contained certain errors in accounting treatment. Petrohawk accounted for its May 2010 sale to the Kinderhawk joint venture of
its interests in the Haynesville gas gathering system (the "Haynesville JV Transaction") in a manner that did not accord with
applicable accounting standards under US GAAP. The Kinderhawk joint venture is a 50/50 joint venture with Kinder Morgan
under which the joint venture company has agreed to provide long-term gas gathering services to Petrohawk. Petrohawk
originally accounted for the Haynesville JV Transaction as an asset sale and booked a deferred gain on its balance sheet.
However, under the applicable US GAAP accounting standard, Accounting Standards Codification (ASC) 360-20, the
Haynesville JV Transaction did not qualify as a sale due to, among other factors, Petrohawk's continuing involvement in the joint
venture. Instead, the appropriate accounting treatment under US GAAP was to treat the Haynesville JV Transaction as an "in
substance real estate transaction" in accordance with ASC 360-20. The change in accounting treatment does not impact the joint
venture's commercial arrangements or Petrohawk's historical cash flows arising from the joint venture.
Petrohawk previously provided copies of its historical financial statements to its lenders under the Fifth Amended and
Restated Senior Revolving Credit Agreement dated as of August 2, 2010 (the "Petrohawk Credit Facility"), which is currently
undrawn and has a maximum unused line of US$25 million, and to various counterparties under related hedging agreements,
which as of November 1, 2011 had an aggregate positive value. The provision of the incorrect historical financial information
amounted to a breach of representation relating to the accuracy of financial statements under the Petrohawk Credit Facility, as
well as under certain of Petrohawk's hedging agreements.

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Petrohawk is currently in the process of preparing restatements of its historical financial statements to correct the
inaccuracy. Because of the timing of this process, Petrohawk is unable to file its quarterly report on Form 10-Q for the period
ended September 30, 2011 with the SEC on November 9, 2011 (or within the extension period provided for under Rule 12b-25),
as required by the SEC rules and regulations and the indentures governing Petrohawk's outstanding SEC registered unsecured
notes due 2014, 2015, 2018 and 2019. Petrohawk expects to make the appropriate filings, cure the defaults under these indentures
and obtain appropriate waivers where necessary before the end of the thirty-day cure period contained in the indentures. These
defaults have not resulted in, and are not expected to result in, an event of default under BHP Billiton's other debt facilities.
The issuer
BHP Billiton Finance (USA) Limited, a corporation organized under the laws of the Commonwealth of Australia, is a
wholly-owned finance subsidiary of BHP Billiton Limited. BHP Billiton Finance (USA) was formed for the purpose of
borrowing on behalf of the BHP Billiton Group and advancing the net proceeds of such borrowings to members of the BHP
Billiton Group. The principal executive offices of BHP Billiton Finance (USA) are located at 180 Lonsdale Street, Melbourne,
Victoria 3000, Australia. The issuer's telephone number is 011 61 3 9609 3333.
BHP Billiton Finance (USA) is empowered under its constitution to borrow or raise money in such manner as it sees fit and
in particular by the issue of debentures or other securities, such as the notes.

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