Obligation BHP Ltd. 4.8% ( US055451AA63 ) en USD

Société émettrice BHP Ltd.
Prix sur le marché 100 %  ⇌ 
Pays  Australie
Code ISIN  US055451AA63 ( en USD )
Coupon 4.8% par an ( paiement semestriel )
Echéance 14/04/2013 - Obligation échue



Prospectus brochure de l'obligation BHP GROUP US055451AA63 en USD 4.8%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée BHP Group est une société minière multinationale australienne cotée à la bourse d'Australie et de Londres, spécialisée dans l'extraction et la production de matières premières telles que le fer, le cuivre, le charbon métallurgique, le nickel, le manganèse, le potasse et le pétrole et gaz naturel.

L'Obligation émise par BHP Ltd. ( Australie ) , en USD, avec le code ISIN US055451AA63, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2013







Prospectus
424B1 1 d424b1.htm PROSPECTUS
Table of Contents
Prospectus
Filed Pursuant to Rule 424(b)(1)
Registration No. 333-104383
333-104536

US$850,000,000
4.80% Senior Notes due 2013
BHP Billiton Finance (USA) Limited
Fully and unconditionally guaranteed by
BHP Billiton Plc
and
BHP Billiton Limited

BHP Billiton Finance (USA) Limited is selling US$850,000,000 aggregate principal amount of 4.80% senior notes
due 2013. BHP Billiton Finance will pay interest on the notes on October 15 and April 15 of each year, beginning
on October 15, 2003. BHP Billiton Finance will make payments of principal, premium, if any, and interest on the
notes free and clear of, and without withholding or deduction for, any Australian and United Kingdom taxes. In the
event that payments of principal, premium, if any, and interest on the notes become subject to Australian or United
Kingdom withholding tax, BHP Billiton Finance will pay additional amounts so that the amount received by holders
of notes after withholding tax will equal the amount that would have been received had no withholding tax been
applicable, subject to some exceptions described in this prospectus. In the event that changes in withholding tax
law, treaties or interpretations require BHP Billiton Finance 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 the
redemption date.
The notes will be issued by BHP Billiton Finance and will be guaranteed by each of BHP Billiton Limited, an
Australian corporation, and BHP Billiton Plc, an English public limited company. The notes will rank equally in right
of payment with all the issuer's other senior, unsecured debt obligations. The guarantees will rank equally in the
right of payment with each of all BHP Billiton Limited's and BHP Billiton Plc's other senior, unsecured debt
obligations. As of the date of this prospectus, we have no notes outstanding which would rank junior to the notes
offered under this prospectus.
We have applied to list the notes on the Luxembourg Stock Exchange in accordance with the rules of the
Luxembourg Stock Exchange.
See "Risk Factors" beginning on page 14 for a discussion of material risks that you should
consider before investing in the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (1 of 726)6/6/2003 5:51:39 AM


Prospectus
these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.

Proceeds to the Issuer

Price to Investors Underwriters' Discount
(before expenses)
Per note
99.89%
0.45%
99.44%
Total
US$849,065,000
US$3,825,000
US$845,240,000
No interest on the notes will accrue to the date of delivery.
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 Depositary Trust Company, Clearstream, Luxembourg or the
Euroclear System on or about April 17, 2003.

Citigroup

JPMorgan

Banc of America Securities LLC
Credit Suisse First Boston
Daiwa Securities SMBC Europe
Mizuho International plc
RBC Capital Markets
Tokyo-Mitsubishi International plc
April 14, 2003

http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (2 of 726)6/6/2003 5:51:39 AM


Prospectus
Table of Contents

TABLE OF CONTENTS

Page


Prospectus summary

1
Risk factors

14
Forward-looking statements

18
Use of proceeds

19
Where you can find more information about the BHP Billiton Group

19
Enforcement of civil liabilities

19
The Issuer

20
Capitalization and indebtedness

21
Selected consolidated financial information

22
Operating and financial review and prospects

28
Introduction

28
General factors affecting operating results of the BHP Billiton Group

29
Critical Accounting Policies

30
BHP Billiton Group

33
Business description

70
Overview of our business

70
Aluminium

74
Base metals

80
Carbon Steel Materials

95
Stainless Steel Materials

110
Energy Coal

116
Diamonds and Specialty Products

123
Petroleum

128
Steel

145
Health, safety and environment

147
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (3 of 726)6/6/2003 5:51:39 AM


Prospectus
Freight Trading and Logistics

149
Legal proceedings

150
Directors, senior management and employees

154
DLC structure

178
Principal shareholders

187
Related party transactions

189
Description of notes and guarantees

190
Clearance and settlement

206
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (4 of 726)6/6/2003 5:51:39 AM


Prospectus
Table of Contents
Page


Material tax consequences

210
Underwriting

218
Validity of the notes and guarantees

221
Experts

221
Description of BHP Billiton Limited's Constitution and BHP Billiton Plc's Articles of Association

222
Exchange controls

227
Expenses

228
Glossary of terms

229
General information

232
Index to consolidated financial statements

Annual financial statements of the BHP Billiton Group for the three years ended June 30, 2002

F-1
Unaudited interim financial information for the BHP Billiton Group for the six months ended December 31,
2002 and 2001

F-158
Annual financial statements of the BHP Billiton Plc Group for the three years ended June 28, 2001,
June 30, 2000 and June 30, 1999

F-201
In this prospectus, 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 Plc Group refers to the group that
is BHP Billiton Plc and its subsidiary companies. BHP Billiton Limited Group refers to the group that is BHP Billiton Limited
and its subsidiary companies. BHP Billiton Plc refers to the parent entity that was formerly Billiton Plc before the
implementation of the DLC structure and BHP Billiton Limited refers to the parent entity that was formerly BHP Limited
before the DLC structure. We refer to BHP Billiton Finance (USA) Limited as BHP Billiton Finance or the issuer. We refer to
BHP Billiton Limited and BHP Billiton Plc together as the guarantors.
Until July 14, 2003, all dealers that effect transactions in these notes, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (5 of 726)6/6/2003 5:51:39 AM


Prospectus
Table of Contents
PROSPECTUS SUMMARY
We operate under a dual listed companies structure created through a series of contractual arrangements between BHP
Billiton Limited and BHP Billiton Plc. The BHP Billiton Limited Group and the BHP Billiton Plc Group are run by a unified
board and management team and the shareholders of both companies effectively have an interest in a single group that
combines the assets and is subject to all the liabilities of both companies.
We are one of the world's largest diversified resources groups with a combined market capitalization of approximately US
$35.0 billion at December 31, 2002 and had combined revenues of approximately US$17.8 billion for the year ended June 30,
2002. We hold industry leader or near-leader positions in a range of products, including:


· world's largest exporter of energy coal


· world's largest exporter of metallurgical coal for the steel industry


· world's third largest producer of iron ore


· world's fourth largest producer of copper


· western world's fourth largest producer of primary aluminium


· world's largest producer of manganese, chrome and ferroalloys
We also have substantial interests in oil, gas, liquefied natural gas, nickel, diamonds, silver and titanium minerals.
We group our major operating assets into the following customer sector groups:


· Aluminium (aluminium and alumina)


· Base Metals (copper, silver, zinc and lead)


· Carbon Steel Materials (metallurgical coal, iron ore and manganese)


· Stainless Steel Materials (chrome, nickel and ferroalloys)


· Energy Coal (energy coal)


· Diamonds and Specialty Products (diamond and titanium minerals)


· Petroleum (oil, gas and liquefied natural gas)
The diversity of the BHP Billiton Group is illustrated by reference to product diversity, geographic diversity and market
diversity.

-1-
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (6 of 726)6/6/2003 5:51:41 AM


Prospectus
Table of Contents
The table below sets forth the contribution to the BHP Billiton Group's turnover and profit (before tax) of each of these
customer sector groups for the three years ended June 30, 2002, and for the six months ended December 31, 2002 and 2001.

Turnover



Six months ended December 31,
Year ended June 30,




2002
2001
2002
2001
2000









(US$ millions)

Group including share of joint ventures and associates





Aluminium

1,535
1,371
2,857
2,971
2,357
Base Metals

897
817
1,821
1,719
1,933
Carbon Steel Materials

1,747
1,660
3,306
3,349
2,826
Stainless Steel Materials

491
449
868
994
1,156
Energy Coal

947
1,045
1,919
1,982
1,597
Diamonds and Specialty Products

716
752
1,480
1,318
500
Petroleum

1,511
1,434
2,815
3,361
2,971
Steel (discontinued operations)(1)

--
1,245
2,550
3,214
4,889
Group and Unallocated Items(1)

424
378
730
755
833
Intersegment

(220)
(257)
(568)
(584)
(660)






Total

8,048
8,894 17,778 19,079 18,402






Profit before tax



Six months ended December 31,
Year ended June 30,




2002
2001
2002
2001
2000









(US$ millions)

Group including share of joint ventures and associates





Aluminium

266
191
492
523
438
Base Metals

83
69
200
462
465
Carbon Steel Materials

506
565
1,084
918
548
Stainless Steel Materials

61
(36)
3
72
204
Energy Coal

124
350
536
382
137
Diamonds and Specialty Products

150
138
272
188
167
Petroleum

660
576
1,073
1,407
1,061
Steel (discontinued operations)(1)

--
55
86
240
396
Group and Unallocated Items(1)

(191)
(257)
(558)
(565)
(389)
Exceptional Items

(19)
--
(212) (1,088)
(760)
Net interest

(245)
(29)
(249)
(476)
(489)






http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (7 of 726)6/6/2003 5:51:42 AM


Prospectus
Total

1,395
1,622
2,727
2,063
1,778






(1) The Group's Steel business was demerged in July 2002 and is disclosed as discontinued operations. Comparatives have
been stated accordingly.

-2-
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (8 of 726)6/6/2003 5:51:42 AM


Prospectus
Table of Contents
The table below sets forth the contribution to the BHP Billiton Group's turnover and profit (before tax and net interest) by
geographic origin for the three years ended June 30, 2002, and for the six months ended December 31, 2002 and 2001.

Turnover


Six months ended

December 31,
Year ended June 30,


2002
2001
2002
2001
2000








(US$ millions)
Geographic origin





Australia

3,048
2,925
5,842
5,854
4,887
Europe

1,046
1,052
2,049
1,907
1,147
North America

1,011
1,072
2,143
1,909
1,264
South America

1,228
1,031
2,255
2,350
2,078
Southern Africa

1,503
1,340
2,696
3,107
3,319
Rest of World

212
229
243
738
818
Discontinued operations(1)

--
1,245
2,550
3,214
4,889






Total

8,048
8,894
17,778 19,079
18,402






Profit before tax and net interest


Six months ended

December 31,
Year ended June 30,


2002
2001
2002
2001
2000








(US$ millions)
Geographic origin





Australia

930
872
1,655
1,456
447
Europe

108
115
127
191
265
North America

85
66
22
127
133
South America

216
128
301
444
644
Southern Africa

323
339
712
498
483
Rest of World

(3)
76
73
(395)
52
Discontinued operations(1)

(19)
55
86
218
243






Total

1,640
1,651
2,976
2,539
2,267






(1) The Group's Steel business was demerged in July 2002 and is disclosed as discontinued operations. Comparatives have
been stated accordingly.

http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (9 of 726)6/6/2003 5:51:42 AM


Prospectus
-3-
http://www.sec.gov/Archives/edgar/data/1171264/000095013003003239/d424b1.htm (10 of 726)6/6/2003 5:51:42 AM


Document Outline