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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 2010 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 victoria australia jurisdiction of incorporation or organisation bhp billiton plc reg no 3196209 exact name of registrant as specified in its charter 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 name of each exchange on which registered title of each class name of each exchange on which registered american depositary shares ordinary shares new york stock exchange new york stock exchange american depositary shares ordinary shares nominal value us$0.50 each 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.

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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 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 yes no 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 no and 2 has been subject to such filing requirements for the past 90 days yes indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site if any every interactive data file required to be submitted and posted pursuant to rule 405 of regulation s-t § 232.405 of this chapter during no the preceding 12 months or for such shorter period that the registrant was required to submit and post such files yes 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 large accelerated filer accelerated filer 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 non-accelerated filer

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table of contents 1 1.1 1.2 1.3 1.4 1.5 1.6 2 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 3 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 4 4.1 4.2 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 key information our business chairman s r eview chief executive officer s report selected key measures risk factors forward looking statements information on the company bhp billiton locations business overview production m arketing m inerals exploration resource and business optimisation government regulations sustainable d evelopment ­ health safety e nvironment and c ommunity closure and rehabilitation employees organisational structure m aterial 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 operating results liquidity and capital resources off-balance sheet arrangements and contractual commitments subsidiaries and related party transactions significant changes board of directors and group management committee board of directors group m anagement 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 m anagement diversity at bhp billiton business conduct m arket disclosure conformance with corporate governance standards additional uk disclosure 1 1 2 3 5 6 11 13 13 16 54 58 59 59 59 62 64 64 66 68 71 76 95 95 96 97 100 105 106 123 127 128 128 129 129 134 136 136 137 138 148 151 158 160 161 162 163 163 164

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5.13 controls and procedures 6 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 7 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 9 10 10.1 10.2 10.3 11 11.1 11.2 11.3 11.4 11.5 12 remuneration report remuneration policy and structure summary of remuneration for marius kloppers remuneration and performance non -executive d irectors remuneration c ommittee remuneration in detail non -executive d irector arrangements bonus amount 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 corporate governance 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 performance in relation to environmental regulation share capital restrictions on transfer of shares and other additional information legal proceedings financial statements glossary non -mining terms m ining and mining-related terms units of measure shareholder information m arkets share ownership dividends share price information taxation exhibits 165 167 168 168 174 186 196 197 198 202 203 203 204 205 205 206 207 207 207 208 208 208 208 209 209 209 209 209 209 209 209 210 211 211 212 215 215 217 220 221 221 221 225 225 227 233

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form 20-f cross reference table item number description report section reference 1 2 3 abcd 4 abcd 4a 5 abcdef 6 abcde 7 a b c 8 a b 9 abcd 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 not applicable not applicable 1.4.1 not applicable not applicable 1.5 2.2.1 2.2.2 to 2.2.10 2.3 2.11 and 3 1 2.2 to 2.9 and 3.1 2.11 and note 25 to the financial statements 2.1 2.2.2 to 2.2.10 2.3 2.8 2.14 and 3.7.2 none 1.5 2.7 3.4 3.6 3.7 2.5 2.6 and 7.16 3.4.1 to 3.4.8 3.8 and notes 21 and 22 to the financial statements 3.8 and notes 21 22 and 28 to the financial statements 4.1 and 4.2 6 4.1 4.2 5 6.3 6.4 6.6 and 6.7 2.10 and 7.8 6 7.8 7.20 and 7.21 11.2 3.9 and note 31 to the financial statements not applicable 9 11.3 and f­1 to f­96 3.10 11.4 not applicable 11.1 not applicable

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item number description report section reference e f 10 abcdefghi 11 12 13 14 15 16 abcdefg 17 18 19 dilution expenses of the issue additional information share capital memorandum and articles of association material contracts exchange controls taxation 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 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 change in registrant s certifying accountant corporate governance financial statements financial statements exhibits not applicable not applicable not applicable 2.7.3 and 2.13 2.12 2.7.3 11.5 not applicable not applicable 2.13.14 3.9 and note 25 to the financial statements 3.7.4 and note 28 to the financial statements 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 5.5.1 and 5.13 4.1 and 5.5.1 5.9 5.13.2 and note 34 to the financial statements not applicable 7.2 there has been no change of the registrant s certifying accountant since our last annual report 5.11 not applicable as item 18 complied with f­1 to f­96 exhibit 15.1 12

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1 key information 1.1 our business we are the world s largest diversified natural resources company our corporate objective is to create long-term value for shareholders through the discovery development and conversion of natural resources and the provision of innovative customer and market-focused solutions we pursue this objective through our unchanged strategy of investing in `tier one assets that are large low-cost and long-life to provide a balanced portfolio of export-oriented commodities · · · steelmaking products iron ore metallurgical coal manganese non-ferrous products copper aluminium nickel diamonds potash energy products petroleum energy coal uranium we continue to invest in the future and have a deep inventory of growth assets our operations and investments are designed to ensure the group remains stable in the long term and responsive to market volatility in the short term 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 bhp billiton plc has a premium 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 2010 we had a market capitalisation of approximately us$165.6 billion for the year ended 30 june 2010 we reported net operating cash flow of us$17.9 billion profit attributable to shareholders of us$12.7 billion and revenue of us$52.8 billion we have approximately 100,000 employees and contractors working in more than 100 operations in over 25 countries we operate nine businesses called customer sector groups csgs which are aligned with the commodities we extract and market · · · · · · · · · petroleum aluminium base metals including uranium diamonds and specialty products stainless steel materials iron ore manganese metallurgical coal energy coal 1

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1.2 chairman s review i am pleased to report that in a difficult global economic and financial environment bhp billiton continued to perform well and strengthened its strategic and financial position while the global economic outlook has improved the recovery remains fragile despite a near-term slowing in china we continue to believe that the fundamentals driving asian growth are robust it is clear to the board that the long-term outlook for bhp billiton is strong we have unique assets that are critical to the growth of the world s developing economies and a geographic and commodity spread that reduces risk and optimises opportunity during the year your chief executive marius kloppers and his team focused on delivering strong production and cost performance as well as investing in new growth opportunities our strategy is clear and remains unchanged since 2001 we focus on large long-life low-cost upstream high-quality assets diversified by commodity geography and markets 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 the execution of our strategy resulted in a profit from operations excluding exceptional items of us$19.7 billion an increase of 8.3 per cent net operating cash flows were us$17.9 billion us$7.7 billion of which was reinvested in new growth projects in addition the board increased dividends by 6.1 per cent to 87 cents per share in line with our progressive dividend policy while the board is pleased with these results our progress in the critical area of safety is still below expectation we continued to reduce the number of workplace injuries however five people lost their lives at our operations this year this is clearly unacceptable and a tragedy for their families friends and colleagues in august 2010 we announced a fully funded takeover of potash corporation of saskatchewan the proposed acquisition meets our criteria of developing quality long-life assets using our existing mining skills to gain a leading position in the growing world market for fertiliser we are committed to being a strong corporate citizen in saskatchewan and new brunswick canada and our intention is to establish a global potash business based in canada important governance developments occurred in the uk us and australia during the year responding to the challenges of the global recession we support the changes particularly the emphasis on ensuring boards comprise directors with the collective set of essential skills and experience to govern the group supported by robust succession planning and performance evaluation as part of our board succession carolyn hewson and malcolm broomhead joined the board in march 2010 together they bring deep experience in industrial and resource companies financial markets and investment risk management during the year don argus paul anderson gail de planque david jenkins and david morgan retired from the board we thank each of them for their contribution particularly former chairman don argus ac we have always believed that corporate governance and executive remuneration practices are critical issues for any company and its stakeholders we support the need for simplified and transparent executive remuneration reporting and these have been key influences on the structure of our remuneration report this year our remuneration committee reviewed the group s long term incentive plan for our most senior executives the plan was originally introduced in 2004 and given the changes in the global environment the committee believed a review was warranted we consulted widely with our shareholders as well as governance advisers as a result we continue to believe that the duration of our five-year long-term plan is appropriate however we also believe it is important to change some design elements as the plan produced highly leveraged outcomes not reflective of our business strategy this is a matter on which we will seek shareholder approval one thing that has impressed me since the time i started as a director in 2006 has been the quality of bhp billiton people throughout the group in resources as in many other industries results are not only a function of the quality of the assets but the quality of the people operating and managing those assets marius is a talented chief executive and he has developed a strong and diverse team with a depth of talent to support him on your behalf the board would like to thank everyone involved with our company for the contribution they have made in this challenging year 2

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finally since becoming chairman this year after the retirement of don argus i have had the privilege of meeting many of our institutional and individual shareholders this is a rewarding part of my role and i look forward to meeting many more of you over the coming years 1.3 chief executive officer s report financial year 2010 was a year that presented a broad mix of challenges and achievements despite continued volatility and ongoing uncertainty across the global economy bhp billiton delivered a strong operational and financial performance it is our consistent and long-term strategy of focusing on a portfolio of upstream tier one low-cost assets diversified by commodity market and geography that underpinned our ability to overcome the challenges during the year i am encouraged by the group s performance which is testament to our focus on creating shareholder value in the long term we are a leading global resources company and our successes and achievements are significant however we cannot say we are truly successful until we eliminate fatalities and serious injuries in our workplace this year we continued to make progress in reducing the number of injuries though we did not meet our targets it is with great sadness that i report to you that five of our colleagues lost their lives at work during the year and i personally extend my condolences to the families and friends of those individuals this is a stark reminder that we must lead in a way that ensures a safe workplace and we can only do this by creating operating discipline and simplifying the way we work safety starts with strong leadership and i cannot emphasise enough how important this is to me personally and to our group i am pleased to announce that bhp billiton operations this year delivered solid results with annual production records achieved in our iron ore and petroleum businesses in iron ore this marked the tenth consecutive annual production record and for petroleum it was the third consecutive production record our long-life low-cost expandable assets provide our company with the capacity to continue to deliver and strengthen our position in a range of markets by operating at full capacity whenever possible and staying focused on eliminating low value activities we maintained our low-cost position and our ability to generate robust cash flows of significant note in fy2010 was the move from annually negotiated benchmark prices in metallurgical coal and iron ore to shorterterm reference pricing we have long advocated a move to a more transparent pricing regime and will actively support the development of a wider traded market in these commodities this move brings metallurgical coal and iron ore into line with how the rest of our portfolio is priced globally and moves us closer to achieving our stated objective of market prices for all of our commodities more broadly prices for our products recovered during the year driven by demand in china and restocking in the organisation for economic co-operation and development oecd countries while government stimulus measures generally supported a gradual return to normalised global trade the improvement in the developed economies was from a low base we believe that the recovery momentum of the major economies will remain uncertain as the impact of fiscal and monetary stimuli fades therefore we are still cautious in our short-term view of the economy in the longer term we are encouraged by the fundamentals underpinning sustained growth in china and india which will continue to drive a strong demand for our products this along with our strong balance sheet supports our capacity for future growth we have extensive experience operating in emerging resource regions and we have the capability to capture additional opportunities as they arise 3

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our disciplined approach to capital deployment has enabled bhp billiton to both invest in the expansion of high-quality assets and further diversify our portfolio by commodity market and geography consistent with our unchanged strategy the acquisition of athabasca potash earlier this year ensures our group has access to more than 14,000 square kilometres of prospective exploration ground in the world-class saskatchewan potash basin our all-cash bid to acquire potash corporation of saskatchewan the world s largest integrated fertiliser company and world s largest producer of potash by capacity is consistent with our strategy and is a natural fit with bhp billiton s greenfield land holdings in canada this acquisition represents an acceleration of our entry into the fertiliser industry this plus the delivery of five major capital projects is evidence of our growth capabilities however we only earn the right to grow this business if we can do it safely in an environmentally sound manner and in a way that demonstrates our unqualified commitment to working with integrity i believe it is worth reiterating that safe growth underpinned by demonstrating our charter values can only be achieved through leadership commitment and operating discipline i want to take this opportunity to sincerely thank our employees and contractors and other stakeholders for their efforts in responding to the accountabilities articulated in our operating model our company has a clear strategy for growing our value within a disciplined framework and using prudent decision-making who and what we are today is the product of the vision and efforts of previous management teams in executing a consistent strategy it is our responsibility to not only preserve but enhance and increase the value of that legacy 4

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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 2010 financial statements together with the accompanying notes we prepare our consolidated 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 in this annual report we publish our consolidated financial statements in us dollars 2010 2009 2008 2007 a 2006 a 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 including share premium total equity attributable to members of bhp billiton group other financial information underlying ebit us$m c net operating cash flow us$m gearing d a 52,798 20,031 12,722 83.0 87.0 228.6 227.8 5,589 5,565 5,595 88,852 2,861 48,525 19,719 17,920 6.3 50,211 12,160 5,877 82.0 82.0 105.6 105.4 5,589 5,565 5,598 78,770 2,861 39,954 18,214 18,863 12.1 59,473 24,145 15,390 56.0 70.0 275.3 274.8 5,589 5,590 5,605 76,008 2,861 38,335 24,282 17,817 17.8 47,473 19,724 13,416 38.5 47.0 229.5 228.9 5,724 5,846 5,866 61,404 2,922 29,667 20,067 15,957 25.0 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 15,277 11,325 27.2 b c d 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 and 2006 that were affected by the policy change have been restated 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 weighted average number of shares held by the billiton share repurchase scheme and the billiton employee share ownership 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 contingently issuable under employee share ownership plans underlying ebit is profit from operations excluding the effect of exceptional items see section 3.6.1 for more information about this measure including a reconciliation to profit from operations see section 10 for glossary definitions 5

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1.4.2 operational information our board and group management committee monitor a range of financial and operational performance indicators reported on a monthly basis to measure performance over time we also monitor a comprehensive set of health safety environment and community contribution indicators fy2010 fy2009 fy2008 people and licence to operate ­ health safety environment and community total recordable injury frequency trif a community investment us$m a b production c total petroleum production million barrels of oil equivalent alumina 000 tonnes aluminium 000 tonnes copper cathode and concentrate 000 tonnes nickel 000 tonnes iron ore 000 tonnes metallurgical coal 000 tonnes manganese alloys 000 tonnes manganese ores 000 tonnes energy coal 000 tonnes a b 5.3 200.5 158.56 3,841 1,241 1,075.2 176.2 124,962 37,381 583 6,124 66,131 5.6 197.8b 137.97 4,396 1,233 1,207.1 173.1 114,415 36,416 513 4,475 66,401 5.9 141.0 130.07 4,554 1,298 1,375.5 167.9 112,260 35,193 775 6,575 80,868 c see section 10 for glossary definitions in fy2009 we established a uk-based charitable company bhp billiton sustainable communities registered with the uk charities commission for the purpose of funding community investment globally in fy2010 our voluntary community contribution included the provision of us$80 million 2009 us$60 million 2008 $us0 million to bhp billiton sustainable communities further details appear in section 2.3 of this report 1.5 risk factors we believe that because of the international scope of our operations and the industries in which we are engaged there are numerous factors which may have an effect on our results and operations the following describes the material risks that could affect the bhp billiton group fluctuations in commodity prices and impacts of the global financial crisis may negatively impact our results the prices we obtain for our oil gas minerals and other commodities are determined by or linked to prices in world markets which have historically been subject to substantial variations the group s usual policy is to sell its products at the prevailing market prices the diversity provided by the group s broad portfolio of commodities may not fully insulate the effects of price changes fluctuations in commodity prices can occur due to sustained price shifts reflecting underlying global economic and geopolitical factors industry demand and supply balances product substitution and national tariffs the ongoing effects of the global financial crisis has impacted commodity markets in terms of lower prices reduced demand and increased price volatility the ongoing uncertainty and impact on global economic growth particularly in the developed economies may impact future demand and prices for commodities the influence of hedge and other financial investment funds participating in commodity markets has increased in recent years contributing to higher levels of price volatility the impact of potential longer-term sustained price shifts and shorter-term price volatility creates the risk that our financial and operating results and asset values will be materially and adversely affected by unforeseen declines in the prevailing prices of our products we seek to maintain a solid `a credit rating as part of our strategy notwithstanding our financial and capital management programs the ongoing effects of the global financial crisis may impact our future cash flows ability to adequately access and source capital from financial markets and our credit rating 6

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our profits may be negatively affected by currency exchange rate fluctuations our assets earnings and cash flows are influenced by a wide variety of currencies due to the geographic diversity of the countries in which we operate fluctuations in the exchange rates of those currencies may have a significant impact on our financial results the us dollar is the currency in which the majority of our sales are denominated operating costs are influenced by the currencies of those countries where our mines and processing plants are located and also by those currencies in which the costs of imported equipment and services are determined the australian dollar south african rand chilean peso brazilian real and us dollar are the most important currencies influencing our operating costs given the dominant role of the us currency in our affairs the us dollar is the currency in which we present financial performance it is also the natural currency for borrowing and holding surplus cash we do not generally believe that active currency hedging provides long-term benefits to our shareholders we may consider currency protection measures appropriate in specific commercial circumstances subject to strict limits established by our board therefore in any particular year currency fluctuations may have a significant impact on our financial results the commercial counterparties we transact with may not meet their obligations and negatively impact our results we commercially contract with a large number of commercial and financial counterparties including customers suppliers and financial institutions the global financial crisis has placed strains on global financial markets reduced liquidity and impacted business conditions generally our existing counterparty credit controls may not prevent a material loss due to credit exposure to a major customer or financial counterparty in addition customers suppliers contractors or joint venture partners may fail to perform against existing contracts and obligations non-supply of key inputs or equipment may unfavourably impact our operations reduced liquidity and available sources of capital in financial markets may impact the cost and ability to fund planned investments these factors could negatively affect our financial condition and results of operations failure to discover new reserves maintain or enhance existing reserves or develop new operations could negatively affect our future results and financial condition the increased demand for our products and increased production rates from our operations in recent years has resulted in existing reserves being depleted at an accelerated rate as our revenues and profits are related to our oil and gas and minerals operations our results and financial conditions are directly related to the success of our exploration and acquisition efforts and our ability to replace existing reserves exploration activity occurs adjacent to established operations and in new regions in developed and less developed countries these activities may increase land tenure infrastructure and related political risks a failure in our ability to discover new reserves enhance existing reserves or develop new operations in sufficient quantities to maintain or grow the current level of our reserves could negatively affect our results financial condition and prospects there are numerous uncertainties inherent in estimating ore and oil and gas reserves and geological technical and economic assumptions that are valid at the time of estimation may change significantly when new information becomes available the impacts of the global financial crisis may impact economic assumptions related to reserve recovery and require reserve restatements reserve restatements could negatively affect our reputation results financial condition and prospects reduction in chinese demand may negatively impact our results the chinese market has become a significant source of global demand for commodities in cy2009 china represented 56 per cent of global seaborne iron ore demand 36 per cent of copper demand 35 per cent of nickel demand 39 per cent of aluminium demand 42 per cent of energy coal demand and nine per cent of oil demand china s demand for these commodities has been driving global materials demand over the past decade the strong economic growth and infrastructure development in china of recent years has been tempered by the global financial crisis sales into china generated us$13.2 billion fy2009 us$9.9 billion or 25.1 per cent fy2009 19.7 per cent of our revenue in the year ended 30 june 2010 a slowing in china s economic growth could result in lower prices and demand for our products and therefore reduce our revenues in response to its increased demand for commodities china is increasingly seeking strategic self-sufficiency in key commodities including investments in existing businesses or new developments in other countries these investments may adversely impact future commodity demand and supply balances and prices 7

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actions by governments or political events in the countries in which we operate could have a negative impact on our business we have operations in many countries around the globe some of which have varying degrees of political and commercial stability we operate in emerging markets which may involve additional risks that could have an adverse impact upon the profitability of an operation these risks could include terrorism civil unrest nationalisation renegotiation or nullification of existing contracts leases permits or other agreements and changes in laws and policy as well as other unforeseeable risks risks relating to bribery and corruption may be prevalent in some of the countries in which we operate if one or more of these risks occurs at one of our major projects it could have a negative effect on the operations in those countries as well as the group s overall operating results and financial condition our operations are based on material long term investments that anticipate long term fiscal stability following the global financial crisis some governments face increased debt and funding obligations and may seek additional sources of revenue and economic rent by increasing rates of taxation royalties or resource rent taxes to levels that are globally uncompetitive to the resource industry such taxes may negatively impact the financial results of existing businesses and reduce the anticipated future returns and overall level of prospective investment in those countries on 2 may 2010 the australian government proposed a resource super profits tax at a rate of 40 per cent on profits made from the extraction of non-renewable resources subsequently on 2 july 2010 this proposal was amended to a minerals resource rent tax mrrt at a rate of 30 per cent with a 25 per cent extraction allowance ­ effectively resulted in a 22.5 per cent additional tax on profits for iron ore and coal while the current petroleum resource rent tax prrt will be extended to all australian oil and gas projects including the north west shelf legislation is proposed to be introduced into parliament in late cy2011 and then for the commencement date of the new tax regime to be 1 july 2012 the mrrt would operate in parallel with state and territory royalty regimes and those royalties in place or scheduled at 2 may 2010 would be creditable against the mrrt the proposed mrrt would increase the effective tax rate of australian coal and iron ore operations and the north west shelf project this could have a negative effect on the operating results of the group s australian operations the mrrt is subject to passing by the australian parliament and may differ wholly or in part in its final form with the objective of raising more funds to face the reconstruction following the recent earthquake in chile the chilean government announced on 16 april 2010 an intention to increase the corporate income tax rate first category tax ­fct as well as changing the mining tax in exchange for extending the tax invariability period available to investors from 2017 currently in place for an extra eight years to 2025 the current draft legislation proposes a temporary increase of the fct rate for two years 2010-2011 with the change in the mining tax regime having been removed from the current proposed bill any potential tax changes in the future if implemented may impact our financial results from chilean operations our business could be adversely affected by new government regulation such as controls on imports exports and prices increasing requirements relating to regulatory environmental and social approvals can potentially result in significant delays in construction and may adversely impact upon the economics of new mining and oil and gas projects the expansion of existing operations and results of our operations infrastructure such as rail ports power and water is critical to our business operations we have operations or potential development projects in countries where government provided infrastructure or regulatory regimes for access to infrastructure including our own privately operated infrastructure may be inadequate or uncertain these may adversely impact the efficient operations and expansion of our businesses on 30 june 2010 the australian competition tribunal granted declaration of bhp billiton s goldsworthy rail line but rejected the application for declaration of its newman rail line under part iiia of the trade practices act following the tribunal s decision access seekers may now negotiate for access to the goldsworthy railway these negotiations and the availability and terms of access would be governed by the part iiia statutory framework and either the access seeker or bhp billiton could refer disputed matters to the accc for arbitration the outcome of this process would govern whether access would be provided and on what terms in south africa the mineral and petroleum resources development act 2002 mprda came into effect on 1 may 2004 the law provides for the conversion of existing mining rights so called `old order rights to rights under the new regime new order rights subject to certain undertakings to be made by the company applying for such conversion the mining charter requires that mining companies achieve 15 per cent ownership by historically disadvantaged south africans of south african mining assets by 1 may 2009 and 26 per cent ownership by 1 may 2014 if we are unable to convert our south african mining rights in accordance with the mprda and the mining charter we could lose some of those rights where new order rights are obtained under the mprda these rights may not be equivalent to the old order rights in terms of duration renewal rights and obligations 8

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in may 2010 in response to the oil spill from bp s macondo well the united states government announced a deepwater drilling moratorium in the gulf of mexico there is uncertainty as to potential new permitting requirements that may be imposed on deepwater drilling our business could be adversely affected by the moratorium and any new regulatory requirements we operate in several countries where ownership of land is uncertain and where disputes may arise in relation to ownership in australia the native title act 1993 provides for the establishment and recognition of native title under certain circumstances in south africa the extension of security of tenure act 1997 and the restitution of land rights act 1994 provide for various landholding rights such legislation could negatively affect new or existing projects we may not be able to successfully integrate our acquired businesses we have grown our business in part through acquisitions we expect that some of our future growth will stem from acquisitions there are numerous risks encountered in business combinations these include adverse regulatory conditions and obligations commercial objectives not achieved due to minority interests unforeseen liabilities arising from the acquired businesses retention of key staff sales revenues and the operational performance not meeting our expectations anticipated synergies and cost savings being delayed or not being achieved uncertainty in sales proceeds from planned divestments and planned expansion projects are delayed or cost more than anticipated these factors could negatively affect our financial condition and results of operations we may not recover our investments in mining and oil and gas projects our operations may be impacted by changed market or industry structures commodity prices technical operating difficulties inability to recover our mineral oil or gas reserves and increased operating cost levels these may impact the ability for assets to recover their historical investment and may require financial write-downs adversely impacting our financial results our non-controlled assets may not comply with our standards some of our assets are controlled and managed by joint venture partners or by other companies some joint venture partners may have divergent business objectives which may impact business and financial results management of our non-controlled assets may not comply with our management and operating standards controls and procedures including health safety and environment failure to adopt equivalent standards controls and procedures at these assets could lead to higher costs and reduced production and adversely impact our results and reputation operating cost pressures and shortages could negatively impact our operating margins and expansion plans increasing cost pressures and shortages in skilled personnel contractors materials and supplies that are required as critical inputs to our existing operations and planned developments may occur across the resources industry as the prices for our products are determined by the global commodity markets in which we operate we may not have the ability to offset these cost increases resulting in operating margins being reduced notwithstanding our efforts to reduce costs and a number of key cost inputs being commodity price-linked the inability to reduce costs and a timing lag may impact our operating margins for an extended period changing industrial relations legislation such as the australian fair work act 2009 may impact workforce flexibility productivity and costs labour unions may seek to pursue claims under the new framework industrial action may impact our operations resulting in lost production and revenues since the introduction of the australian fair work act in 2009 increasing occurrences of low-level industrial activity have been experienced across many australian assets the additional claims relate to increased access and coverage as provided by the legislation if this activity continues some negative productivity impacts may result a number of our operations are energy or water intensive and as a result the group s costs and earnings could be adversely affected by rising costs or by supply interruptions these could include the unavailability of energy fuel or water due to a variety of reasons including fluctuations in climate significant increases in costs inadequate infrastructure capacity interruptions in supply due to equipment failure or other causes and the inability to extend supply contracts on economical terms these factors could lead to increased operating costs at existing operations 9

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