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united states securities and exchange commission washington d.c 20549 form 20-f mark one registration statement pursuant to section 12b or 12g of the securities exchange act of 1934 or annual report pursuant to section 13 or 15 d of the securities exchange act of 1934 for the fiscal year ended 30 june 2008 or transition report pursuant to section 13 or 15 d of the securities and exchange act of 1934 shell company report pursuant to section 13 or 15d of the securities exchange act of 1934 date of event requiring this shell company report for the transition period from commission file number 001-09526 to commission file number 001-31714 bhp billiton limited abn 49 004 028 077 exact name of registrant as specified in its charter bhp billiton plc reg no 3196209 exact name of registrant as specified in its charter victoria australia jurisdiction of incorporation or organisation england and wales jurisdiction of incorporation or organisation 180 lonsdale street melbourne victoria 3000 australia address of principal executive offices neathouse place victoria london united kingdom address of principal executive offices securities registered or to be registered pursuant to section 12b of the act title of each class american depositary shares ordinary shares name of each exchange on which registered new york stock exchange title of each class american depositary shares ordinary shares nominal value us$0.50 each name of each exchange on which registered new york stock exchange new york stock exchange new york stock exchange evidenced by american depositary receipts each american depositary receipt represents two ordinary shares of bhp billiton limited or bhp billiton plc as the case may be not for trading but only in connection with the listing of the applicable american depositary shares securities registered or to be registered pursuant to section 12g of the act none securities for which there is a reporting obligation pursuant to section 15d of the act none indicate the number of outstanding shares of each of the issuer s classes of capital or common stock as of the close of the period covered by the annual report bhp billiton limited bhp billiton plc fully paid ordinary shares 3,358,359,496 2,231,121,202 indicate by check mark if the registrant is a well-known seasoned issuer as defined in rule 405 of the securities act yes no fs1

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if this report is an annual or transition report indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15d of the securities exchange act of 1934 note ­ checking the box above will not relieve any registrant required to file reports pursuant to section 13 or 15d of the securities exchange act of 1934 from their obligations under those sections indicate by check mark whether the registrant 1 has filed all reports required to be filed by section 13 or 15d of the securities exchange act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports and 2 has been subject to such filing requirements for the past 90 days indicate by check mark whether the registrant is a large accelerated filer an accelerated filer or a non-accelerated filer see definition of accelerated filer and large accelerated filer in rule 12b-2 of the exchange act check one indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing u.s gaap international financial reporting standards as issued by the international accounting standards board other if other has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow item 17 item 18 if this is an annual report indicate by checkmark whether the registrant is a shell company as defined in rule 12b-2 of the exchange act yes no large accelerated filer accelerated filer yes no yes no non-accelerated filer fs2

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table of contents 1.0 1.1 1.2 1.3 1.4 1.5 1.6 2.0 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 3.0 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 4.0 4.1 4.2 5.0 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 key information our business chairman s review chief executive officer s report selected key measures risk factors forward looking statements information on the company bhp billiton locations business overview production marketing minerals exploration global technology resource and business optimisation government regulations sustainable development ­ health safety environment and community closure and rehabilitation employees organisational structure material contracts constitution reserves operating and financial review and prospects introduction our strategy key measures external factors and trends affecting our results application of critical accounting policies and estimates operating results liquidity and capital resources off-balance sheet arrangements and contractual commitments subsidiaries and related party transactions significant changes directors and executive committee board of directors group management committee corporate governance statement governance at bhp billiton shareholder engagement board of directors board of directors ­ review re-election and renewal board committees risk management management business conduct market disclosure conformance with corporate governance standards controls and procedures 8 8 9 10 11 12 16 17 17 19 60 64 65 65 66 66 68 70 70 71 73 74 79 91 91 92 93 94 98 98 113 118 118 118 119 119 125 127 127 128 128 133 136 141 142 143 144 144 145

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6.0 6.1 6.2 remuneration report the remuneration committee reporting requirements 147 147 147 3

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6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 7.0 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17 7.18 7.19 7.20 7.21 7.22 7.23 8.0 9.0 10.0 10.1 10.2 10.3 11.0 11.1 11.2 11.3 11.4 11.5 12.0 remuneration policy and structure office of chief executive remuneration details office of chief executive remuneration and share awards non-executive directors aggregate directors remuneration group performance earnings performance share prices bonus amounts for petroleum executives directors report principal activities state of affairs and business review share capital and buy-back programs results financial instruments and going concern directors remuneration and share interests secretaries indemnities and insurance employee policies and involvement environmental performance dividends auditors non-audit services value of land political and charitable donations exploration research and development creditor payment policy class order proceedings on behalf of bhp billiton limited directors shareholdings gmc members shareholdings other than directors oce members ­ vested performance and deferred shares and options performance in relation to environmental regulation share capital restrictions on transfer of shares and other additional information legal proceedings financial statements ­ refer to part b glossary of terms non-mining terms mining and mining-related terms units of measure shareholder information markets share ownership dividends share price information taxation exhibits 147 150 152 157 159 159 161 161 161 162 162 163 164 164 164 165 165 166 166 166 166 167 167 167 167 167 167 167 168 169 169 170 171 174 175 175 177 178 179 179 179 181 182 183 189 4

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form 20-f cross reference table item number 1 2 3 abcd 4 abcd 4a 5 abcdef 6 abcde 7 a b c 8 a b 9 abcdef 10 abcde description identity of directors senior management and advisors offer statistics and expected timetable key information selected financial information capitalisation and indebtedness reasons for the offer and use of proceeds risk factors information on the company history and development of the company business overview organisational structure property plant and equipment unresolved staff comments operating and financial review and prospects operating results liquidity and capital resources research and development patents and licenses etc trend information off-balance sheet arrangements tabular disclosure of contractual obligations directors senior management and employees directors and senior management compensation board practices employees share ownership major shareholders and related party transactions major shareholders related party transactions interests of experts and counsel financial information consolidated statements and other financial information significant changes the offer and listing offer and listing details plan of distribution markets selling shareholders dilution expenses of the issue additional information share capital memorandum and articles of association material contracts exchange controls taxation not applicable 2.14 2.13 2.8.3 11.5 11.1 not applicable 11.1 not applicable not applicable not applicable f-1 to f-80 3.10 11.2 3.9 note 32 to the financial statements not applicable 4.1 4.2 6 5.1 to 5.11 2.11 7.8 7.19 7.20 3.6 3.7 2.5 2.6 2.7 3.4.1 to 3.4.7 3.8 3.8 notes 27 and 28 to the financial statements 2.2.1 2.2.1 to 2.9 2.12 2.2.2 2.2.3 2.2.4 2.2.5 2.2.6 2.2.7 2.2.8 2.2.9 2.2.10 2.15.1 2.15.2 and 3.7.2 none 1.4.1 not applicable not applicable 1.5 report section reference not applicable not applicable 5

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item number fghi 11 12 13 description dividends and paying agents statement by experts documents on display subsidiary information quantitative and qualitative disclosures about market risk description of securities other than equity securities defaults dividend arrearages and delinquencies report section reference not applicable not applicable 2.14.13 3.9 note 37 to the financial statements 3.7.4 not applicable there have been no defaults dividend arrearages or delinquencies there have been no material modifications to the rights of security holders and use of proceeds since our last annual report 5.11 5.5.1 5.8 5.11 note 33 to the financial statements not applicable 7.2 not applicable as item 18 complied with f-1 to f-80 exhibit 15.3 13 14 15 16 16a 16b 16c 16d 16e 17 18 19 material modifications to the rights of security holders and use of proceeds controls and procedures audit committee financial expert code of ethics principal accountant fees and services exemptions from the listing standards for audit committees purchases of equity securities by the issuer and affiliated purchasers financial statements financial statements exhibits 6

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information relating to the us offer for rio tinto plc bhp billiton limited and bhp billiton plc bhp billiton plan to register the offer and sale of securities it would issue to rio tinto plc us shareholders and rio tinto plc ads holders by filing with the u.s securities and exchange commission the sec a registration statement the registration statement which will contain a prospectus the prospectus as well as other relevant materials no such materials have yet been filed this communication is not a substitute for any registration statement or prospectus that bhp billiton may file with the sec u.s investors and u.s holders of rio tinto plc securities and all holders of rio tinto plc adss are urged to read any registration statement prospectus and any other documents made available to them and/or filed with the sec regarding the potential transaction as well as any amendments and supplements to those documents when they become available because they will contain important information investors and security holders will be able to obtain a free copy of the registration statement and the prospectus as well as other relevant documents filed with the sec at the sec s website http www.sec.gov once such documents are filed with the sec copies of such documents may also be obtained from bhp billiton without charge once they are filed with the sec information for us holders of rio tinto limited shares bhp billiton limited is not required to and does not plan to prepare and file with the sec a registration statement in respect of the rio tinto limited offer accordingly rio tinto limited shareholders should carefully consider the following the rio tinto limited offer will be an exchange offer made for the securities of a foreign company such offer is subject to disclosure requirements of a foreign country that are different from those of the united states financial statements included in the document will be prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of united states companies information relating to the us offer for rio tinto plc and the rio tinto limited offer for rio tinto shareholders located in the us it may be difficult for you to enforce your rights and any claim you may have arising under the u.s federal securities laws since the issuers are located in a foreign country and some or all of their officers and directors may be residents of foreign countries you may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the u.s securities laws it may be difficult to compel a foreign company and its affiliates to subject themselves to a u.s court s judgment you should be aware that bhp billiton may purchase securities of either rio tinto plc or rio tinto limited otherwise than under the exchange offer such as in open market or privately negotiated purchases this report is issued subject to the important notices appearing on page 188 of this report 7

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1 key information 1.1 our business we are the world s largest diversified natural resources company our objective being to create long-term value through the discovery development and conversion of natural resources and the provision of innovative customer and marketfocused solutions we have significant businesses producing alumina and aluminium copper energy thermal coal iron ore nickel manganese metallurgical coal oil and gas and uranium as well as gold zinc lead silver and diamonds we have approximately 41,000 employees and 61,000 contractors working in more than 100 operations in over 25 countries 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 if they are 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 and secondary listings on the frankfurt stock exchange in germany and the zurich stock exchange in switzerland bhp billiton plc has a primary listing on the london stock exchange lse in the uk and a secondary listing on the johannesburg stock exchange in south africa in addition bhp billiton limited american depositary receipts adrs and bhp billiton plc adrs trade on the new york stock exchange nyse in the us as at 30 june 2008 we had a market capitalisation of approximately us$225 billion for the year ended 30 june 2008 we reported revenue of us$59.5 billion profit from operations of us$24.1 billion net profit attributable to shareholders of us$15.4 billion and net operating cash flow of us$18.2 billion we operate nine customer sector groups csgs aligned with the commodities which we extract and market being · · · · · · · · · petroleum aluminium base metals diamonds and specialty products stainless steel materials iron ore manganese metallurgical coal energy coal pre-conditional offers for rio tinto on 6 february 2008 we announced the terms of two inter-conditional offers for the entire ordinary share capital of rio tinto plc and rio tinto limited which together with their respective subsidiaries operate as a single economic entity under a dual listed company structure known as rio tinto rio tinto is a leading international mining group producing alumina and aluminium bauxite copper diamonds iron ore metallurgical and energy coal and uranium as well as other base metals and industrial minerals in 2007 rio tinto acquired alcan inc making its aluminium product group a global leader in aluminium the total cost of the acquisition amounted to us$38.7 billion in cash including fees under the announced offers we will offer 3.4 bhp billiton shares for each rio tinto share tendered the offers are subject to certain pre-conditions relating to merger control and regulatory approvals in a number of jurisdictions including the approval of anti-trust authorities in the european union the united states australia canada

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and south africa and foreign investment authorities in australia on 2 july 2008 the us department of justice and the federal trade commission granted early termination of the hart-scott-rodino waiting period for the offers which satisfied part of the merger control pre-conditions we 8

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can only invoke a pre-condition to allow the offers not to proceed or to be withdrawn where it is of material significance to us in the context of the offers and the uk panel on takeovers and mergers has given its prior approval once the pre-conditions have been satisfied or waived we will be obliged to make the offers on the terms announced or terms not substantially less favourable to rio tinto shareholders the offers will be subject to certain conditions being satisfied or waived including · · · acceptances for more than 50 per cent of the ordinary shares in rio tinto plc and for more than 50 per cent of the publicly held shares in rio tinto limited the passing by bhp billiton shareholders of all necessary resolutions to implement and effect the offers and the receipt of all necessary outstanding regulatory approvals we believe the combination of bhp billiton and rio tinto is a logical and compelling combination for both companies and will unlock unique value and substantial benefits to bhp billiton shareholders and rio tinto shareholders if we are successful in acquiring all of the shares of rio tinto on the announced terms our current intention is to return up to us$30 billion to shareholders through a share buyback within 12 months of completion of the acquisition 1.2 chairman s review this year we reported another record profit of us$15.4 billion the seventh consecutive full-year profit increase this represents a 602 per cent increase in attributable profit since 2001 over the same period total shareholder returns the movement in our share price plus dividends have increased by 863 per cent reflecting progressive dividend increases and the market value of the company we also rebased our dividend for the second successive year this represents a 150 per cent increase over the past three years unfortunately mining stocks have seen a significant de-rating since may this year on the back of short-term uncertainty this is disappointing for the management and shareholders of bhp billiton while we expect commodity markets to remain volatile in the short term we are confident that longer-term market fundamentals should support growth in commodity demand and therefore our revenues margins and cash flow will be impacted by cost inflation but our strategy to ensure we have a suite of long-life low-cost assets diversified by geography and commodity that can be expanded and are largely export oriented is proving successful at delivering consistent results for all our stakeholders to fully appreciate the role bhp billiton and the resources industry generally is playing today it is essential to look at what is happening to the world s economies central to the world s economic growth is the development of the new economies ­ china in particular russia india and to a lesser extent brazil counteracting these forces is the relative shrinkage of the united states economy and the lessening influence of the united kingdom and europe asia is becoming increasingly dominant today accounting for nearly 30 per cent of global gross domestic product gdp these economic shifts are having many consequences for bhp billiton rapid and continuing asian growth has put pressure on demand for our products which are essential for the building and production of city infrastructure and personal goods that characterise asia s urbanisation and industrialisation i have no doubt that economic growth in the asian region will slow at some point but if i look at china specifically the slow down is concentrated in regions oriented to the light export sector the sectors of the economy oriented more towards domestic consumption are still performing well despite increasing input costs particularly for energy we expect asian demand for our products to continue our response has been to streamline our business to enable us to produce as much product as fast as possible within the non-negotiable framework of the highest safety and environmental standards in operating our business at full capacity and continually seeking opportunities to increase the volumes of product available to our customers it is the board s duty to ensure we are creating real and tangible value for shareholders we are proud to report that during the year we continued to deliver new projects to boost product volumes and we achieved strong profit margins across our businesses it is not only demand for our products that is being impacted by global economic shifts as the world s largest diversified

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resources company we are watching the creation of competitor companies that are spearheading the economic emergence of countries like russia brazil and china 9

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it is in this global context that the board endorsed a proposal to combine bhp billiton and rio tinto two leading resources companies that together could help meet the developing economies demand for resources better and faster than the two companies do apart a combined company would have a greater ability to develop the next generation of large-scale projects to provide greater volumes of product for the benefit of its customers the communities in which it operates and its shareholders in making the pre-conditional offer for rio tinto the board remains absolutely focused on value for shareholders we are confident that both sets of shareholders would share the value of a combined company on behalf of the board i want to thank our senior management team for their efforts this year they have performed magnificently and under the new leadership of marius kloppers the company has stepped up efforts to meet a new realm of global challenges and opportunities board renewal building an exceptional board is a cornerstone of an effective corporate governance system and planning for board renewal is a continuous process the process of putting together the best board for the business has to start with the business strategy and an assessment of the strengths and weaknesses of current members new non-executive directors must fill an essential role in line with the strategic intent of the business and bring to the company the skills determined by the board attracting exceptional people will not of itself create exceptional directors the candidates have to fit together as a team bhp billiton has an exceptional group of high-performing skilful professional people diverse in knowledge gender and geography who have overseen incredible growth in the business over the last seven years the tone at the top and within the board has fostered an environment in which we are committed to high ethical standards fairness full compliance with legal requirements and resistance to market pressures for short-term results during the year we engaged external search firms to assist with board renewal which resulted in the appointment of david morgan keith rumble and alan boeckmann these non-executive directors have the required functional expertise they are independent of thought and satisfy the independence test of the various jurisdictional codes of corporate governance we also completed a review of the board committees including an examination of the respective committee charters and a performance review of each director including the chairman to ensure that our board criteria is maintained these reviews were facilitated by external advisers in conclusion it has been a stellar year for the company and its stakeholders and i compliment my board colleagues and senior management team for their commitment and dedication to the delivery of our strategy 1.3 chief executive officer s report bhp billiton shareholders can look back on the 2008 financial year with a real sense of pride in what we ve achieved and in the performance of our people since my appointment as ceo in october 2007 we have continued to follow our strategy to own and operate world-class assets across a diverse range of mineral metal and energy products focused on the upstream end of the production process from the combination of our strategy the efforts of our people and a favorable commodity price environment we have been able to deliver record financial performance while we can report financial success i regret to report we have not performed well on safety in fy2008 11 of our employees died at work many more lives will have been impacted some forever by these tragic and avoidable events we have reflected deeply on what more we must do to reach our goal of zero harm in fy2009 we are making even greater efforts to improve our safety performance despite turbulent global economic conditions we continue to see enormous opportunity for the company while continuing to further our existing strategy we have refined our operational focus in order to give maximum clarity of responsibility to our operating units we are also embracing the concept of `simplicity even more deeply ensuring that we focus our effort and resources on key opportunities and value drivers for our shareholders this means the company is easier to understand more focused and more valuable.

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in the past year our strategy has produced stronger annual production in 13 of our commodities with record production in seven of those this was achieved in an environment of industry-wide supply disruptions and input cost pressures our strong track record of project delivery also continued through the year enabling for example our western australia iron ore business to post an eighth consecutive annual production record a record performance in our petroleum business reflected the successful commissioning of three new major projects we expect volume growth from our petroleum business to continue at around 10 per cent a year a significant value creator at a time of historically high oil prices 10

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ten major projects spanning five commodities started production during the year the board approved a further seven for development bringing our total number of projects in either execution or feasibility to 28 representing an expected capital investment of us$24.8 billion we also have other medium-term growth options with expected capital commitments in excess of us$90 billion spanning our existing commodity range and beyond our results were outstanding in the context of a challenging supply environment which was characterised by unexpected disruptions rising input prices skills shortages and the further devaluation of the us dollar our strong performance demonstrates the power of our uniquely diversified and high-margin portfolio across the energy steelmaking and nonferrous product suites given this future growth pipeline you may question why we are pursuing a combination with rio tinto within our industry the two companies are uniquely complementary and as such we believe a combined company would unlock synergies and provide greater value than the two companies can provide separately bhp billiton does not need rio tinto to have a great future but we believe the two companies combined will be better placed to meet the world s future need for our products we have a critical role in providing the raw materials for growth that so many economies need economies going through industrialisation and urbanisation on a scale and intensity not experienced before we are resourcing the future i have been fortunate to take the helm of a well-run business focused on its customers needs with a great team responding well to the opportunities for our sector in a year s time i hope to report we have been able to improve our company even further 1.4 selected key measures 1.4.1 financial information our selected financial information reflects the operations of the bhp billiton group and should be read in conjunction with the 2008 financial statements together with the accompanying notes we prepare our financial statements in accordance with international financial reporting standards ifrs as issued by the international accounting standards board and as outlined in note 1 `accounting policies to the financial statements we publish our consolidated financial statements in us dollars 2008 consolidated income statement us$m except per share data revenue profit from operations profit attributable to members of bhp billiton group dividends per ordinary share ­ paid during the period us cents dividends per ordinary share ­ declared in respect of the period us cents earnings per ordinary share basic us cents b earnings per ordinary share diluted us cents b number of ordinary shares millions ­ at period end ­ weighted average ­ diluted consolidated balance sheet us$m total assets share capital total equity attributable to members of bhp billiton group other financial information net operating cash flow us$m gearing c a 59,473 24,145 15,390 56.0 70.0 275.3 275.1 5,589 5,590 5,605 75,889 2,861 38,335 18,159 17.8 2007a 47,473 19,724 13,416 38.5 47.0 229.5 229.0 5,724 5,846 5,866 61,404 2,922 29,667 15,957 25.0 2006a 39,099 15,716 10,450 32.0 36.0 173.2 172.4 5,964 6,035 6,066 51,343 3,242 24,218 11,325 27.2 2005a 31,150 9,810 6,396 23.0 28.0 104.4 104.0 6,056 6,124 6,156 45,077 2,845 17,575 9,117 32.8 b c on 1 july 2007 the group adopted the policy of recognising its proportionate interest in the assets liabilities revenues and expenses of jointly controlled entities within each applicable line item of the financial statements all such interests were previously recognised using the equity method comparative figures for the years 2007 to 2005 that are affected by the policy change have been restated total assets for 2006 and 2005 profit from operations for 2005 and net operating cash flow for 2005 have been restated but are unaudited the calculation of the number of ordinary shares used in the computation of basic earnings per share is the aggregate of the weighted average number of ordinary shares outstanding during the period of bhp billiton limited and bhp billiton plc after deduction of the number of shares held by the billiton share repurchase scheme and the billiton employee share ownership trust the bhp performance share plan trust and the bhp bonus equity plan trust and adjusting for the bhp billiton limited bonus share issue included in the calculation of fully diluted earnings per share are shares and options contingently issuable under employee share ownership plans refer to section 10 `glossary for definitions

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