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Wed 16 Feb 2011, 7:08 BIL - BHP Billiton Plc - Report for the half year ended 31 December 2010
BIL
BIBLT                                                                           
BIL - BHP Billiton Plc - Report for the half year ended 31 December 2010        
BHP Billiton Plc                                                                
Share code:    BIL                                                              
ISIN:          GB0000566504                                                     
16 February 2011                                                                
For Announcement to the Market                                                  
Name of Companies:  BHP Billiton Limited (ABN 49 004 028 077) and               
BHP Billiton Plc (Registration No. 3196209)                                     
Report for the half year ended 31 December 2010                                 
This statement includes the consolidated results of the BHP Billiton Group,     
comprising BHP Billiton Limited and BHP Billiton Plc, for the half year ended   
31 December 2010 compared with the half year ended 31 December 2009.            
The results are prepared in accordance with IFRS and are presented in US        
dollars.                                                                        
Headline Earnings                                                               
In accordance with the JSE Listing Requirements, Headline Earnings is           
presented below.                                                                
                                             Half Year  Half Year  Year         
                                             Ended      Ended      Ended        
31         31         30           
                                             December   December   June         
                                             2010       2009       2010         
                                             US$M       US$M       US$M         

Earnings attributable to ordinary             10,524     6,135      12,722      
shareholders                                                                    
                                                                                
Adjusted for:                                                                   
Cost relating to the withdrawn offer for      314        -          -           
Potash Corporation of Saskatchewan                                              
Gain on sale of PP&E, Investments and         (44)       (95)       (114)       
Operations                                                                      
Impairments/(reversal of impairments)         47         (587)      (284)       
Recycling of re-measurements from equity to   (27)       -          4           
the income statement                                                            
Tax effect of above adjustments               (1)        203        193         
Subtotal of Adjustments                       289        (479)      (201)       
                                                                                
Headline Earnings                             10,813     5,656      12,521      

Diluted Headline Earnings                     10,825     5,668      12,542      
                                                                                
                                                                                
Basic earnings per share denominator          5,563      5,564      5,565       
(millions)                                                                      
Diluted earnings per share denominator        5,588      5,598      5,595       
(millions)                                                                      

Headline Earnings per share (US cents)                                          
                                             194.4      101.7      225.0        
Diluted Headline Earnings per share (US                                         
cents)                                        193.7      101.3      224.2       
NEWS RELEASE                                                                    
16 February 2011                                                                
04/11                                                                           
BHP BILLITON RESULTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2010                   
*Record financial results including Underlying EBITDA(1) up 60% to US$17.3      
billion, Underlying EBIT(1)(2) up 74% to US$14.8 billion and Attributable       
profit (excluding exceptional items) up 88% to US$10.7 billion.                 
*Strong margins and returns reflected by the increase in Underlying EBIT        
margin(3) to 46% and Underlying return on capital to 41%.                       
*The consistent deployment of capital towards high quality growth projects      
delivered half yearly production records across three commodities and five      
businesses.                                                                     
*Operating cash flow(4) of US$12.2 billion and an ungeared balance sheet        
supports significant investment in organic growth that is expected to exceed    
US$80 billion over five years.                                                  
*A 10% increase in the interim dividend to 46 US cents per share.               
*An expanded capital management program of US$10 billion.                       
Half year ended 31 December               2010        2009        Change        
                                         US$M        US$M        %              
Revenue                                   34,166      24,576      39.0%         
Underlying EBITDA (1)                     17,304      10,838      59.7%         
Underlying EBIT (1) (2)                   14,829      8,502       74.4%         
Profit from operations                    14,515      9,120       59.2%         
Attributable profit - excluding           10,700      5,702       87.7%         
exceptional items                                                               
Attributable profit                       10,524      6,135       71.5%         
Net operating cash flow (4)               12,193      5,468       123.0%        
Basic earnings per share - excluding      192.4       102.5       87.7%         
exceptional items (US cents)                                                    
Basic earnings per share (US cents)       189.2       110.3       71.5%         
Underlying EBITDA interest coverage       77.6        42.0        84.8%         
(times) (1) (5)                                                                 
Dividend per share (US cents)             46.0        42.0        9.5%          
Refer to page 14 for footnotes, including explanations of the non-GAAP          
measures used in this announcement. The above financial results are prepared    
in accordance with IFRS and are unaudited. All references to the prior period   
are to the half year ended 31 December 2009 unless otherwise stated.            
RESULTS FOR THE HALF YEAR ENDED 31 DECEMBER 2010                                
Record half year results                                                        
BHP Billiton`s diversified, tier one business strategy delivered another        
record half year result with Underlying EBITDA and Attributable profit          
(excluding exceptional items) increasing by 60 per cent and 88 per cent         
respectively.                                                                   
The consistently high margins and returns that characterise BHP Billiton`s      
business strategy were again evident with an Underlying EBIT margin of 46 per   
cent and Underlying return on capital of 41 per cent. Excluding capital         
investment associated with projects not yet in production, Underlying return    
on capital was 48 per cent.                                                     
The Group`s ongoing commitment to invest through the cycle has ideally          
positioned BHP Billiton to deliver consistent and high value production growth  
into generally tight and growing commodity markets. In that context, robust     
operating performance was reported across the portfolio with three commodities  
and five businesses achieving production records in the December 2010 half      
year. Western Australia Iron Ore (Australia) shipments rose to an annualised    
rate of 148 million tonnes per annum in the December 2010 quarter, while first  
production was achieved for the Hunter Valley Energy Coal (Australia) MAC20     
project.                                                                        
An improving economic backdrop and broader supply constraints continued to      
support the fundamentals for the majority of BHP Billiton`s core commodities.   
Stronger realised prices in the December 2010 half year increased Underlying    
EBIT by US$8,531 million, net of price linked costs. Industry wide operating    
and capital cost pressures are, however, being experienced across a range of    
businesses and BHP Billiton is not immune from that trend. The devaluation of   
the US dollar and inflationary pressures reduced Underlying EBIT by a combined  
US$1,415 million.                                                               
Investing in the future                                                         
Operating cash flow of US$12,193 million resulted in the Group ending the       
December 2010 half year in a net cash position. This balance sheet strength     
affords BHP Billiton substantial flexibility as it embarks on significant       
investment in organic growth that is expected to exceed US$80 billion over the  
five years to the end of the 2015 financial year. Major projects, including     
those in iron ore and metallurgical coal, are at an advanced stage of the       
approvals process and should result in a substantial increase in sanctioned     
project capital expenditure.                                                    
Progressive dividend and expanded capital management program                    
Notwithstanding the significant commitment towards growth, BHP Billiton has     
declared a ten per cent increase in its interim dividend to 46 US cents per     
share and has announced an expanded US$10 billion capital management program.   
BHP Billiton will continue to consider both on and off-market execution for     
the US$10 billion program and, subject to market conditions, expects to         
largely complete the initiative by the end of the 2011 calendar year.           
Today`s announcement continues BHP Billiton`s strong track record of returning  
excess capital to shareholders. On completion of the US$10 billion capital      
management program, BHP Billiton will have repurchased a cumulative US$22.6     
billion of BHP Billiton Limited (Ltd) and BHP Billiton Plc (Plc) shares since   
2004, representing 15 per cent of then issued capital (6).                      
Outlook                                                                         
Economic Outlook                                                                
BHP Billiton is cautiously optimistic on the short term outlook for the global  
economy given the continuation of robust growth in emerging markets and         
further positive signs of a sustainable recovery in major developed economies   
such as the United States.                                                      
In the 2010 calendar year, Chinese Gross Domestic Product (GDP) grew by more    
than ten per cent, with fourth quarter growth accelerating from the third       
quarter level, while India`s GDP growth approximated nine per cent. The strong  
growth has been accompanied by higher inflation in these and other emerging     
economies and will inevitably bring further tightening measures. Should         
monetary policy tools continue to be implemented effectively and proactively,   
then inflation should be contained. However, inflation does remain a serious    
challenge as the underlying drivers are structural rather than cyclical in      
nature. We expect that the Chinese government will continue to control loan     
growth as it strives to dampen investment from unsustainable levels while       
restructuring its economy from being investment driven, to consumption led.     
Calendar year 2011 GDP and capital spending growth in China is expected to      
remain strong in absolute terms, despite growth rates decelerating from 2010    
calendar year levels.                                                           
Global industrial production, retail sales and consumer confidence improved     
throughout the last quarter with the United States and the two largest          
economies within Europe (Germany and France) increasing capacity utilisation    
and experiencing broad based growth. An ongoing risk remains the significant    
level of European sovereign debt. We believe that any solution remains          
dependent on the stronger members of the European Union (Germany, the           
Netherlands and France) and their willingness to underwrite the fiscal          
position of the weaker economies in order to maintain a monetary union.         
Despite the short term risks, we remain positive on the longer term outlook     
for the global economy. We expect markets to be volatile and event driven,      
however the continuing urbanisation and industrialisation of emerging           
economies, which is still in its early stages, should provide strong            
structural support over the long term.                                          
Commodities Outlook                                                             
The increase in prices across the majority of BHP Billiton`s core commodities   
during the December 2010 half year has been driven by a combination of robust   
emerging market demand, stronger than expected developed market growth and      
ongoing supply constraints. Adverse weather patterns in many producing          
countries, such as Australia, Brazil, Colombia, South Africa and Indonesia      
have had a substantial impact on supply, leading to tighter market              
fundamentals and stronger prices for commodities such as coal, iron ore and     
copper. There will likely be a lag effect before normal levels of production    
flow through to the supply chain.                                               
Macroeconomic themes are still a dominant influence on short term price         
movements and sentiment. While we expect a slowdown in the growth rate of       
global commodity demand in calendar year 2011, the economic environment still   
underpins a robust near term outlook for our products.                          
The publication and implementation of China`s twelfth five year plan in March   
2011 will have important implications for commodity demand in the medium term.  
We expect a slower but more sustainable economic growth model to lead to a      
reduction in resource intensity per unit of GDP, however absolute demand for    
our commodities is likely to remain strong.                                     
Longer term, we remain confident in the outlook for our core commodities based  
on emerging markets being the principal drivers of growth. Prices will          
ultimately be determined by the marginal cost of supply, with the quality of    
our tier one assets well positioned to sustainably deliver strong margins and   
investment returns through the cycle.                                           
Development Projects                                                            
During the period, we completed one project in energy coal and approved the     
US$1,050 million (BHP Billiton share) Macedon gas project, located offshore     
Western Australia. In addition, we emphasised our commitment to maximise        
capacity in the Port Hedland inner harbour with the approval of a further       
US$570 million (BHP Billiton share) investment in our Western Australia Iron    
Ore business.                                                                   
Industry wide cost pressures are being experienced across a broad range of      
projects and reflect stronger producer currencies, particularly in Australia,   
as well as underlying inflation on raw material and labour costs. In that       
context, BHP Billiton approved revised capital budgets and schedules for the    
Esso Australia Resources Pty Ltd operated Kipper (US$900 million, BHP Billiton  
share) and Turrum (US$1,350 million, BHP Billiton share) Petroleum projects,    
located in Bass Strait (Australia), based upon additional design and            
fabrication of key structural components, an increased offshore hook up         
campaign, and the underlying inflation of raw material and labour costs.        
Projects completed during the December 2010 half year                           
Customer   Project         Capacity (i)     Capital           Date of initial   
Sector                                      expenditure       production (ii)   
Group                                       (US$M) (i)                          
Budget   Actual   Target   Actual    
Energy     Douglas-        10 million       975      760      Mid      July     
Coal       Middelburg      tonnes per                (iii)    2010     2010     
          Optimisation    annum export                                          
(South Africa)  thermal coal                                          
          BHP Billiton -  and 8.5                                               
          100%            million tonnes                                        
                          per annum                                             
domestic                                              
                          thermal coal                                          
                          (sustains                                             
                          current                                               
output)                                               
                                           975      760                         
(i) All references to capital expenditure are BHP Billiton`s share unless       
noted otherwise. All references to capacity are 100 per cent unless noted       
otherwise.                                                                      
(ii) References are based on calendar years.                                    
(iii) Number subject to finalisation.                                           
Projects currently under development (approved in prior years)                  
Customer   Project           Capacity (i)           Budgeted       Target date  
Sector                                              capital        for initial  
Group                                               expenditure    production   
                                                   (US$M) (i)     (ii)          
Petroleum  Angostura Gas     280 million cubic      180            H1 2011      
          Phase II          feet of gas per day                                 
          (Trinidad and                                                         
          Tobago)                                                               
BHP Billiton -                                                        
          45%                                                                   
          Bass Strait       10,000 barrels of      900(iii)       2012 (iii)    
          Kipper            condensate per day                    (iv)          
(Australia)       and processing                                      
          BHP Billiton -    capacity of 80                                      
          32.5% - 50%       million cubic feet of                               
                            gas per day                                         
Bass Strait       11,000 barrels of      1,350 (iii)    2013 (iii)    
          Turrum            condensate per day                                  
          (Australia)       and processing                                      
          BHP Billiton -    capacity of 200                                     
50%               million cubic feet of                               
                            gas per day                                         
          North West Shelf  Replacement vessel     245            2011          
          CWLH Extension    with capacity of                                    
(Australia)       60,000 barrels of oil                               
          BHP Billiton -    per day                                             
          16.67%                                                                
          North West Shelf  2,500 million cubic    850            2012          
North Rankin B    feet of gas per day                                 
          Gas Compression                                                       
          (Australia)                                                           
          BHP Billiton -                                                        
16.67%                                                                
Aluminium  Worsley           1.1 million tonnes     1,900 (v)      H1 2011      
          Efficiency and    per annum of                                        
          Growth            additional alumina                                  
(Australia)       capacity                                            
          BHP Billiton -                                                        
          86%                                                                   
Base       Antamina          Increases ore          435            Q4 2011      
Metals     Expansion (Peru)  processing capacity                                
          BHP Billiton -    to 130,000 tonnes per                               
          33.75%            day                                                 
Iron Ore   WA Iron Ore       50 million tonnes per  4,800          H2 2011      
Rapid Growth      annum additional iron                               
          Project 5         ore system                                          
          (Australia)       capacity(vi)                                        
          BHP Billiton -                                                        
85%                                                                   
Energy     MAC20 Project     Increases saleable     260            H1 2011      
Coal       (Australia)       thermal coal                          (vii)        
          BHP Billiton -    production by                                       
100%              approximately 3.5                                   
                            million tonnes per                                  
                            annum                                               
                                                   10,920                       
(i) All references to capital expenditure are BHP Billiton`s share unless       
noted otherwise. All references to capacity are 100 per cent unless noted       
otherwise.                                                                      
(ii) References are based on calendar years.                                    
(iii) As per revised budget and schedule.                                       
(iv) Facilities ready for first production pending resolution of mercury        
content.                                                                        
(v) Budget is under review.                                                     
(vi) The scope of the iron ore development sequence is under review.            
(vii) The Hunter Valley Energy Coal MAC20 project reported first production in  
the December 2010 half year and was subsequently completed after the close of   
the December 2010 half year.                                                    
Projects approved during the December 2010 half year                            
Customer   Project            Capacity (i)           Budgeted      Target       
Sector                                               capital       datefor      
Group                                                expenditure   initial      
(US$M) (i)    production    
                                                                  (ii)          
Petroleum  Macedon            200 million cubic      1,050         2013         
          (Australia)        feet of gas per day                                
BHP Billiton -                                                        
          71.43%                                                                
                                                    1,050                       
(i) All references to capital expenditure are BHP Billiton`s share unless       
noted otherwise. All references to capacity are 100 per cent unless noted       
otherwise.                                                                      
(ii) References are based on calendar years.                                    
The Income Statement                                                            
To provide clarity into the underlying performance of our operations, we        
present Underlying EBIT which is a measure used internally and in our           
Supplementary Information that excludes any exceptional items. The differences  
between Underlying EBIT and Profit from operations are set out in the           
following table:                                                                
Half year ended 31 December                  2010              2009             
                                            US$M              US$M              
Underlying EBIT                              14,829            8,502            
Exceptional items (before taxation)          (314)             618              
Profit from operations                       14,515            9,120            
Refer to page 9 for details of the exceptional items.                           
Underlying EBIT                                                                 
The following table and commentary describes the approximate impact of the      
principal factors that affected Underlying EBIT for the December 2010 half      
year compared with the December 2009 half year:                                 
                                           US$M              US$M               
Underlying EBIT for the half year ended 31                    8,502             
December 2009                                                                   
Change in volumes:                                                              
Increase in volumes                         305                                 
Decrease in volumes                         (520)                               
                                                             (215)              
Net price impact:                                                               
Change in sales prices                      9,361                               
Price-linked costs                          (830)                               
                                                             8,531              
Change in costs:                                                                
Costs (rate and usage)                      (613)                               
Exchange rates                              (1,132)                             
Inflation on costs                          (283)                               
                                                             (2,028)            
Asset sales                                                   (53)              
Ceased and sold operations                                    (46)              
New and acquired operations                                   587               
Exploration and business development                          (223)             
Other                                                         (226)             
Underlying EBIT for the half year ended 31                    14,829            
December 2010                                                                   
Volumes                                                                         
Record iron ore shipments reflected the ongoing ramp up of BHP Billiton`s       
Western Australia Iron Ore growth projects, as exports increased to an          
annualised 148 million tonnes per annum rate (100% basis) in the December 2010  
quarter, despite the ongoing impact of tie-in activities. When combined with    
record performance at Samarco (Brazil), iron ore volumes increased Underlying   
EBIT by US$99 million in the December 2010 half year.                           
Within the Base Metals business, higher grades at Cannington (Australia) and    
record milling and ore hoisting rates at Olympic Dam (Australia) contributed    
to the US$138 million volume related increase in Underlying EBIT for the        
December 2010 half year. Industrial action at Pampa Norte (Chile) and the       
Clark Shaft incident at Olympic Dam impacted the December 2009 half year.       
The deferral of production well drilling in the Gulf of Mexico (USA) was a      
major constraint on our business as a decline in base volumes in the December   
2010 half year reduced Underlying EBIT by US$464 million (excluding Pyrenees,   
Australia, as a new operation which increased Underlying EBIT by US$587         
million). No permits were issued in the Gulf of Mexico for production drilling  
in the December 2010 half year. BHP Billiton was, however, one of the first     
operators to return both of its deepwater rigs to (water injection) drilling    
operations. Our current expectation is that production for the 2011 financial   
year will be in line with the 2010 financial year.                              
Prices                                                                          
An improving economic backdrop and persistent supply side constraint ensured    
the majority of BHP Billiton`s core products achieved (often substantially)     
higher prices in the December 2010 half year. In total, stronger commodity      
prices increased Underlying EBIT by US$9,361 million, offset by higher price    
linked costs (including royalties) of US$830 million.                           
Costs                                                                           
Industry wide cost pressures are being experienced, with tight labour and raw   
material markets presenting a challenge for all operators. BHP Billiton is not  
immune from that trend. Excluding the significant impact of a weaker US         
dollar, inflation and an increase in non-cash items, broad and increasing cost  
pressures were evident across the Group and reduced Underlying EBIT by US$521   
million in the December 2010 half year.                                         
Higher fuel and energy prices (of which BHP Billiton is a net beneficiary),     
together with increased maintenance, labour and contractor costs, accounted     
for the majority of the impact and reduced Underlying EBIT by US$468 million.   
Non-cash items reduced Underlying EBIT by a further US$92 million and           
reflected the ongoing delivery of our organic growth program.                   
Exchange rates                                                                  
A weaker US dollar against producer currencies reduced Underlying EBIT by       
US$1,132 million which included a US$465 million variance related to the        
restatement of monetary items in the balance sheet. The Australian operations   
were the most heavily impacted. The strong Australian dollar reduced            
Underlying EBIT by US$909 million which included a US$400 million variance      
related to the restatement of monetary items in the balance sheet. The          
absolute impact on costs as a result of the restatement of monetary items in    
the balance sheet was a loss of US$743 million in the December 2010 half year.  
The following exchange rates against the US dollar have been applied:           
             Average      Average                                               
Half year    Half year    As at        As at         As at         
             ended        ended        31 December  31 December   30 June       
             31 December  31 December  2010         2009          2010          
             2010         2009                                                  
Australian    0.94         0.87         1.02         0.90          0.85         
dollar (i)                                                                      
Chilean peso  496          532          468          507           545          
Colombian     1,848        1,991        1,920        2,043         1,920        
peso                                                                            
Brazilian     1.72         1.81         1.66         1.74          1.81         
real                                                                            
South         7.13         7.65         6.63         7.40          7.68         
African rand                                                                    
(i) Displayed as US$ to A$1 based on common convention.                         
Inflation on costs                                                              
Inflationary pressure on input costs across all businesses had an unfavourable  
impact on Underlying EBIT of US$283 million. The effect was most evident in     
Australia and South Africa.                                                     
Asset Sales                                                                     
The profit on the sale of assets was US$53 million lower than the               
corresponding period largely due to the dissolution of the Douglas Tavistock    
Joint Venture (South Africa) which increased Underlying EBIT in the December    
2009 half year.                                                                 
Ceased and sold operations                                                      
The currency revaluation of rehabilitation and closure provisions for closed    
operations was the major driver of the US$46 million reduction in Underlying    
EBIT.                                                                           
New and acquired operations                                                     
New greenfield assets are reported in new and acquired operations variance      
until there is a full year comparison. The BHP Billiton operated Pyrenees oil   
development contributed an additional US$587 million to Underlying EBIT.        
Exploration and business development                                            
Exploration expense increased by US$116 million in the December 2010 half year  
to US$410 million. Within Minerals (US$228 million expense) the focus centred   
upon copper targets in Chile and Zambia; nickel targets in Australia;           
manganese targets in Gabon; and diamond targets in Canada. Exploration for      
iron ore, coal, bauxite, potash and manganese was undertaken in a number of     
regions including Australia, Canada, South America and Africa.                  
The Petroleum CSGs exploration expense was US$182 million for the December      
2010 half year, including the impairment of exploration previously capitalised  
which reduced Underlying EBIT by US$47 million. BHP Billiton continues to       
progress all necessary submissions to allow a return to exploration well        
drilling in the Gulf of Mexico, although a degree of uncertainty is associated  
with the new regulatory environment. Outside of the Gulf of Mexico, BHP         
Billiton will continue to pursue its significant exploration program over the   
next six months with wells planned for Malaysia, Brunei, Colombia and           
Australia.                                                                      
Expenditure on business development was US$107 million higher than the          
corresponding period with the majority of the increase related to the ongoing   
assessment of various Petroleum projects.                                       
Other                                                                           
Other items decreased Underlying EBIT by US$226 million and included a US$111   
million provision related to indirect taxes in the Aluminium and Iron Ore       
businesses.                                                                     
Net finance costs                                                               
Net finance costs increased to US$371 million from US$232 million in the        
corresponding period. This was primarily driven by exchange variations on net   
debt and fair value changes on hedging derivatives and hedged loans.            
Taxation expense                                                                
Excluding the impacts of royalty related taxation, exchange rate movements and  
tax on exceptional items, the underlying effective tax rate was 30.3 per cent   
(31 December 2009: 31.6 per cent, 30 June 2010: 30.9 per cent).                 
Exchange rate movements decreased taxation expense by US$1,127 million (31      
December 2009: decrease of US$306 million, 30 June 2010: increase of US$106     
million) predominantly due to the increase in the US dollar value of future     
tax depreciation of US$1,750 million offset by the revaluation of local         
currency tax liabilities, other monetary items and temporary differences which  
amounted to US$623 million.                                                     
Total taxation expense including royalty related taxation and tax on            
exceptional items was US$3,458 million, representing an effective rate of 24.4  
per cent (31 December 2009: 30.2 per cent, 30 June 2010: 33.5 per cent).        
Excluding the impacts of exceptional items, the taxation expense was US$3,596   
million (31 December 2009: US$2,497 million; 30 June 2010: US$6,504 million).   
Royalty related taxation represents an effective rate of 2.4 per cent (31       
December 2009: 2.1 per cent, 30 June 2010: 2.3 per cent).                       
Government imposed royalty arrangements which are calculated by reference to    
profits (revenue net of allowable deductions) after the adjustment for items    
comprising temporary differences, are reported as royalty related taxation.     
Other royalty and excise arrangements which do not have these characteristics   
are recognised as operating costs (US$1,332 million).                           
Exceptional Items                                                               
The Group withdrew its offer for Potash Corporation of Saskatchewan             
(PotashCorp) on 15 November 2010 following the Board`s conclusion that the      
condition of the offer relating to receipt of a net benefit as determined by    
the Minister of Industry under the Investment Canada Act could not be           
satisfied. The Group incurred fees associated with the US$45 billion debt       
facility (US$240 million), investment bankers`, lawyers` and accountants`       
fees, printing expenses and other charges (US$74 million) in progressing this   
matter during the period up to the withdrawal of the offer, which were          
expensed as operating costs in the half year ended 31 December 2010.            
The Australian Taxation Office (ATO) issued amended assessments in prior years  
denying bad debt deductions arising from the investments in Hartley             
(Zimbabwe), Beenup and Boodarie Iron (both Australia) and the denial of         
capital allowance claims made on the Boodarie Iron project.  BHP Billiton       
lodged objections and was successful on all counts in the Federal Court and     
the Full Federal Court.  The Hartley matter was settled with the ATO in         
September 2009.  The ATO sought special leave to appeal to the High Court in    
relation to the Beenup bad debt disallowance and the denial of the capital      
allowance claims on the Boodarie Iron project. Special leave was not sought by  
the ATO for the Boodarie Iron bad debt disallowance.  In September 2010 the     
High Court granted special leave only in relation to the denial of the capital  
allowance claims on the Boodarie Iron project which resulted in a release of    
US$138 million from the Group`s income tax provisions in the half year ended    
31 December 2010.                                                               
Half year ended 31 December 2010   Gross          Tax            Net            
                                  US$M           US$M           US$M            
Exceptional items by category                                                   
Withdrawn offer for PotashCorp     (314)          -              (314)          
Release of income tax provisions   -              138            138            
                                  (314)          138            (176)           
Cash Flows                                                                      
Net operating cash flows after interest and tax increased by 123 per cent to    
US$12,193 million compared with $5,468 million for the corresponding six month  
period. This was primarily driven by an increase in cash generated from         
operations (before changes in working capital balances) of US$6,306 million     
and changes in working capital balances having a positive year on year impact   
on operating cash flow of US$463 million.                                       
Exploration expenditure incurred which has not been capitalised is now          
classified within net operating cash flows, which has resulted in the re-       
classification of US$295 million from net investing cash flows to net           
operating cash flows for the corresponding six month period and US$1,030        
million in the year ended 30 June 2010.                                         
Capital and exploration expenditure totalled US$5,619 million for the period.   
Expenditure on major growth projects was US$4,274 million, including US$792     
million on Petroleum projects and US$3,482 million on Minerals projects.        
Capital expenditure on sustaining and other items was US$893 million.           
Exploration expenditure was US$452 million, including US$363 million            
classified within net operating cash flows.                                     
Financing cash flows include net debt repayments of US$98 million and dividend  
payments of US$2,506 million.                                                   
Net cash, comprising cash less interest bearing liabilities, was US$200         
million, an improvement of US$3,508 million, compared to the net debt position  
at 30 June 2010. The Group had a net cash position at 31 December 2010,         
compared with net gearing of 6 per cent at 30 June 2010, which is the ratio of  
net debt to net debt plus net assets.                                           
Dividend                                                                        
BHP Billiton maintains a progressive dividend policy and our Board today        
declared an interim dividend of 46 US cents per share.                          
The dividend to be paid by BHP Billiton Ltd will be fully franked for           
Australian taxation purposes. Dividends for the BHP Billiton Group are          
determined and declared in US dollars. However, BHP Billiton Ltd dividends are  
mainly paid in Australian dollars, and BHP Billiton Plc dividends are mainly    
paid in pounds sterling and South African rand to shareholders on the UK        
section and the South African section of the register, respectively. Currency   
conversions will be based on the foreign currency exchange rates on the Record  
Date, except for the conversion into South African rand, which will take place  
on the last day to trade on JSE Limited, being 4 March 2011. Please note that   
all currency conversion elections must be registered by the Record Date, being  
11 March 2011. Any currency conversion elections made after this date will not  
apply to this dividend.                                                         
The timetable in respect of this dividend will be:                              
Last day to trade cum dividend on JSE Limited and currency conversion into      
rand 4 March 2011                                                               
Ex-dividend Australian Securities Exchange (ASX) and JSE Limited (JSE) 7 March  
2011                                                                            
Ex-dividend London Stock Exchange (LSE) and New York Stock Exchange (NYSE) 9    
March 2011                                                                      
Record date (including currency conversion and currency election dates, except  
for rand) 11 March 2011                                                         
Payment date 31 March 2011                                                      
American Depositary Shares (ADSs) each represent two fully paid ordinary        
shares and receive dividends accordingly.                                       
BHP Billiton Plc shareholders registered on the South African section of the    
register will not be able to dematerialise or rematerialise their               
shareholdings between the dates of 7 and 11 March 2011, nor will transfers      
between the UK register and the South African register be permitted between     
the dates of 4 and 11 March 2011.                                               
Details of the currency exchange rates applicable for the dividend will be      
announced to the relevant stock exchanges following conversion and will appear  
on the Group`s website.                                                         
Capital Management                                                              
On 15 November 2010, BHP Billiton reactivated the remaining US$4.2 billion      
component of the previously suspended US$13 billion buy-back program. During    
the half year 6,825,007 BHP Billiton Plc shares were repurchased on-market at   
an average cost of US$37.23 per share (GBP23.58 per share).                     
Notwithstanding a significant commitment towards growth, BHP Billiton has       
announced an expanded US$10 billion capital management program. BHP Billiton    
will continue to consider both on and off-market execution for the US$10        
billion program and, subject to market conditions, expects to largely complete  
the initiative by the end of the 2011 calendar year.                            
Today`s announcement continues BHP Billiton`s strong track record of returning  
excess capital to shareholders. On completion of the US$10 billion capital      
management initiative, BHP Billiton will have repurchased a cumulative US$22.6  
billion of Ltd and Plc shares since 2004, representing 15 per cent of then      
issued capital.                                                                 
Debt Management and Liquidity                                                   
No long term debt securities were issued in the debt capital markets during     
the December 2010 half year. The Group has access to the US commercial paper    
market and an undrawn US$4 billion Revolving Credit Facility, which expires in  
December 2015. We have a strong liquidity position with US$16.1 billion of      
cash on hand, and have maintained our solid A credit rating throughout the      
year.                                                                           
Corporate Governance                                                            
On 13 December 2010, the Board announced the appointment of Baroness Shriti     
Vadera as a Non-executive Director with effect from 1 January 2011.             
CUSTOMER SECTOR GROUP SUMMARY                                                   
The following table provides a summary of the performance of the Customer       
Sector Groups for the December 2010 half year and the corresponding half year.  
Half year ended 31  Revenue                      Underlying EBIT (i)            
December                                                                        
(US$M)              2010      2009     Change %  2010     2009      Change      
                                                                   %            
Petroleum           4,905     4,177    17.4%     2,854    2,326     22.7%       
Aluminium           2,343     2,004    16.9%     17       154       (89.0%)     
Base Metals         7,067     5,471    29.2%     3,580    2,462     45.4%       
Diamonds and        675       566      19.3%     221      170       30.0%       
Specialty Products                                                              
Stainless Steel     1,905     1,655    15.1%     357      200       78.5%       
Materials                                                                       
Iron Ore            9,382     4,478    109.5%    5,811    2,091     177.9%      
Manganese           1,196     888      34.7%     430      190       126.3%      
Metallurgical Coal  3,952     2,715    45.6%     1,453    772       88.2%       
Energy Coal         2,561     2,142    19.6%     334      332       0.6%        
Group and           206       505      N/A       (228)    (195)     N/A         
unallocated items                                                               
(ii)                                                                            
Less: inter-segment (26)      (25)     N/A       -        -         N/A         
revenue                                                                         
BHP Billiton Group  34,166    24,576   39.0%     14,829   8,502     74.4%       
(i) Underlying EBIT includes trading activities comprising the sale of third    
party product. Underlying EBIT is reconciled to Profit from operations on page  
6.                                                                              
(ii) Includes consolidation adjustments, unallocated items and external sales   
from the Group`s freight, transport and logistics operations.                   
Petroleum                                                                       
Underlying EBIT was US$2,854 million, an increase of US$528 million or 23 per   
cent when compared with the corresponding period. The favourable variance was   
primarily driven by higher prices, which increased Underlying EBIT by US$526    
million in the December 2010 half year. The improvement in realised pricing     
was evident across all of BHP Billiton`s Petroleum products and included a 13   
per cent increase for oil to US$79.69 per barrel, a six per cent increase for   
natural gas to US$3.84 per thousand standard cubic feet and a 56 per cent       
increase for liquefied natural gas to US$10.43 per thousand standard cubic      
feet.                                                                           
Total production for the December 2010 half year was in line with the prior     
period as the successful ramp up of Pyrenees was offset by the deferral of      
production well drilling in the Gulf of Mexico and severe flooding in           
Pakistan. Volumes, including new production from greenfield development         
projects, increased Underlying EBIT by US$123 million for the period.           
No permits were issued in the Gulf of Mexico for production drilling in the     
December 2010 half year. BHP Billiton was, however, one of the first operators  
to return both of its deepwater rigs to drilling operations with the            
commencement of water injection wells at the BHP Billiton operated Shenzi       
(USA) field. Our current expectation is that production for the 2011 financial  
year will be in line with the 2010 financial year.                              
Gross exploration expenditure for the December 2010 half year was US$173        
million, of which US$135 million was expensed. The impairment of exploration    
capitalised in the prior period reduced Underlying EBIT by a further US$47      
million. BHP Billiton continues to progress all necessary submissions to allow  
a return to exploration well drilling in the Gulf of Mexico although a degree   
of uncertainty is associated with the new regulatory environment. Outside of    
the Gulf of Mexico, BHP Billiton will continue to pursue its significant        
exploration program over the next six months with wells planned for Malaysia,   
Brunei, Colombia and Australia.                                                 
Aluminium                                                                       
Underlying EBIT was US$17 million, a decrease of US$137 million or 89 per cent  
compared to the corresponding period. Higher aluminium and alumina prices       
increased Underlying EBIT by US$197 million (net of price linked costs) but     
were more than offset by broader cost pressures which included a combined       
US$110 million impact from the devaluation of the US dollar and inflation. The  
average realised aluminium price increased by 16 per cent to US$2,321 per       
tonne while the average realised alumina price rose 22 per cent to US$318 per   
tonne. Aluminium Underlying EBIT was unfavourably impacted by a US$76 million   
provision related to indirect taxes in the December 2010 half year.             
Base Metals                                                                     
Underlying EBIT of US$3,580 million represented an increase of US$1,118         
million or 45 per cent over the corresponding period. Higher average realised   
prices favourably impacted Base Metals Underlying EBIT by US$1,379 million,     
net of price linked costs, as all key commodities were higher when compared     
with the corresponding period.                                                  
Stronger production at Olympic Dam, Cannington and Pampa Norte increased        
Underlying EBIT by US$141 million. Record ore hoisting rates at Olympic Dam     
for the December 2010 half year were reported following the successful repair   
of the Clark Shaft while record milling rates at Pampa Norte Cerro Colorado     
(Chile) supported an increase in production for Pampa Norte. Higher ore grades  
and recoveries had a favourable impact on Cannington silver and lead volumes.   
Controllable costs declined in the half year ended December 2010 and were       
favourably impacted by the return of the Olympic Dam Clark Shaft to full        
production. Higher energy and raw material costs were the major offsetting      
factors while labour costs increased for the South American assets and          
reflected revised terms negotiated in the 2010 financial year. The devaluation  
of the US dollar and underlying inflation increased costs by US$176 million.    
BHP Billiton has refined the basis on which the metal content of its leach      
pads is estimated at Escondida (Chile) and Pampa Norte, resulting in a non-     
cash reduction in Underlying EBIT of US$168 million for the December 2010 half  
year. The change will have no impact on forecast production for the Chilean     
assets.                                                                         
At 31 December 2010, the Group had 287,276 tonnes of outstanding copper sales   
that were revalued at a weighted average price of US$4.30 per pound. The final  
price of these sales will be determined over the remainder of the 2011          
financial year. In addition, 236,584 tonnes of copper sales from the 2010       
financial year were subject to a finalisation adjustment in the current         
period. The finalisation adjustment and provisional pricing impact as at 31     
December 2010 increased Underlying EBIT by US$667 million for the period.       
Diamonds and Specialty Products                                                 
Underlying EBIT was US$221 million, an increase of US$51 million or 30 per      
cent over the corresponding period. Significantly higher diamond and titanium   
prices contributed an additional US$160 million to Underlying EBIT. Strong      
prices were partially offset by lower diamond sales and significantly higher    
energy prices at Titanium Minerals (South Africa). The weaker US dollar and     
inflation reduced Underlying EBIT by a further US$39 million.                   
On 2 February 2011, BHP Billiton announced progression of the Jansen Potash     
Project (Canada) into the Feasibility study phase, an advanced stage of the     
Group`s project approvals process. Based on the current schedule, Jansen is     
expected to start producing saleable potash from its 3,370 million tonne in     
situ Mineral Resource in calendar year 2015. The Project is designed to         
ultimately produce approximately eight million tonnes per annum of              
agricultural grade potash over an estimated 70 year life(7).                    
Stainless Steel Materials                                                       
Underlying EBIT was US$357 million, an increase of US$157 million or 79 per     
cent when compared with the corresponding period. The higher average LME price  
for nickel of US$10.16 per pound increased Underlying EBIT by US$386 million.   
Price linked costs associated with the purchase of third party ore and          
concentrate at Nickel West (Australia) were the major offsetting factors,       
reducing Underlying EBIT by US$142 million. Costs were also negatively          
affected by a combined US$92 million impact of a weaker US dollar and           
inflation.                                                                      
Iron Ore                                                                        
Underlying EBIT increased by 178 per cent over the corresponding period to      
US$5,811 million as Western Australia Iron Ore achieved record production and   
sales despite ongoing tie-in activities related to its sequence of growth       
projects. When combined with another strong half year at Samarco, iron ore      
volumes increased Underlying EBIT by US$99 million.                             
Persistent tightness in iron ore markets and the associated rise in various     
iron ore indices was a major feature of the December 2010 half year. When       
adjusting for the impact of price linked costs, higher average realised prices  
contributed an additional US$4,276 million to Underlying EBIT.                  
BHP Billiton remains committed to its long term customer relationships and the  
move to shorter term pricing has already meant a significant reduction in risk  
to the parties. During the December 2010 half year, over 97 per cent of BHP     
Billiton`s iron ore exports were sold on the basis of shorter term, landed,     
market based prices that incorporated index-linked monthly and quarterly        
average prices.                                                                 
Tight labour and contractor markets, particularly in Western Australia,         
continued to place pressure on costs and reduced Underlying EBIT by US$117      
million in the period. Similarly, the devaluation of the US dollar and broader  
inflation had an unfavourable impact on Underlying EBIT of US$366 million. Non- 
cash depreciation also increased with the ongoing ramp up of expanded Western   
Australia Iron Ore capacity while a provision at Samarco related to indirect    
taxes reduced Underlying EBIT by a further US$41 million.                       
Manganese                                                                       
Underlying EBIT increased by 126 per cent to US$430 million as new manganese    
ore production records were set during the December 2010 half year. Average     
realised prices were the major positive driver of the strong financial result,  
increasing Underlying EBIT by US$286 million, net of price linked costs. For    
the period, average realised ore and alloy prices increased by 53 per cent and  
23 per cent respectively.                                                       
Controllable costs were largely unchanged in the December 2010 half year,       
although the adverse movement in the US dollar and inflation reduced            
Underlying EBIT by a combined US$89 million.                                    
Metallurgical Coal                                                              
Underlying EBIT was US$1,453 million, an increase of US$681 million or 88 per   
cent from the corresponding period. The significant improvement in EBIT margin  
was largely attributable to higher realised prices. Hard coking coal, weak      
coking coal and thermal coal prices increased by 50 per cent, 57 per cent and   
43 per cent respectively. In total, higher prices increased Underlying EBIT by  
US$1,147 million, after allowing for the royalty related increase in price      
linked costs.                                                                   
Queensland Coal (Australia) production was significantly affected by the        
persistent rain and flooding that impacted the Bowen Basin in the December      
2010 half year. The effect on Queensland Coal sales was minimised by the        
healthy level of inventory that was held across our supply chain at the         
commencement of the December 2010 half year. However, weather related           
disruption and higher labour and contractor rates contributed to an increase    
in costs for the period. Furthermore, the combined impact of a weaker US        
dollar and inflation reduced Underlying EBIT by US$291 million.                 
BHP Billiton continues to assess the impact of the extreme weather events and   
confirms that force majeure has been declared for the majority of our Bowen     
Basin products, including Goonyella Riverside, Peak Downs, Norwich Park,        
Gregory Crinum, South Walker, Blackwater and Saraji.                            
The decision to double pumping capacity following severe wet weather in the     
March 2008 quarter has minimised in-pit water accumulation, although heavy      
rainfall that persisted for much of the December 2010 half year has             
significantly restricted overburden removal. When combined with disruptions to  
external infrastructure, we expect an ongoing impact on production, sales and   
unit costs for the remainder of the 2011 financial year.                        
Energy Coal                                                                     
Underlying EBIT was US$334 million, an increase of US$2 million from the        
corresponding period. Record exports from Hunter Valley Energy Coal for the     
half year reflected first production from the MAC20 project, a greater          
proportion of high ash sales and the ongoing ramp up of the Newcastle Coal      
Infrastructure Group (NCIG) port facilities. Higher volumes increased Energy    
Coal Underlying EBIT by US$45 million for the December 2010 half year.          
Higher average realised prices favourably benefited Underlying EBIT by US$318   
million, net of price linked costs, and were largely offset by broad cost       
pressures that were accentuated by an increase in cash and non-cash costs       
associated with the ramp up of growth projects in Australia and South Africa.   
The devaluation of the US dollar and inflation reduced Underlying EBIT by       
US$140 million in the December 2010 half year.                                  
The dissolution of the Douglas Tavistock Joint Venture arrangement increased    
Underlying EBIT in the corresponding period by US$69 million.                   
Group and Unallocated items                                                     
Underlying EBIT was a loss of US$228 million. A weaker US dollar and inflation  
reduced Underlying EBIT by US$62 million in the December 2010 half year.        
The following notes explain the terms used throughout this profit release:      
(1) Underlying EBIT is earnings before net finance costs and taxation and any   
exceptional items. Underlying EBITDA is Underlying EBIT before depreciation,    
impairments and amortisation of US$2,475 million for the half year ended 31     
December 2010 and US$2,336 million for the half year ended 31 December 2009     
(excluding exceptional items of US$605 million). We believe that Underlying     
EBIT and Underlying EBITDA provide useful information, but should not be        
considered as an indication of, or alternative to, Attributable profit as an    
indicator of operating performance or as an alternative to cash flow as a       
measure of liquidity.                                                           
(2) Underlying EBIT is used to reflect the underlying performance of BHP        
Billiton`s operations. Underlying EBIT is reconciled to Profit from operations  
on page 6.                                                                      
(3) Underlying EBIT margin excludes the impact of third party product           
activities.                                                                     
(4) Net operating cash flows are after net interest and taxation.               
(5) Net interest includes interest capitalised and excludes the effect of       
discounting on provisions and other liabilities, fair value change on hedged    
loans, fair value change on hedging derivatives, exchange variations on net     
debt and expected return on pension scheme assets.                              
(6) For illustrative purposes only as BHP Billiton will continue to consider    
both on and off-market execution for the US$10 billion capital management       
program. In this instance, we have assumed that the remainder of the program    
is completed through an on-market buy-back of BHP Billiton Plc shares. Based    
upon volume weighted average price during January 2011 of GBP24.64 per share,   
and issued capital at 30 June 2004.                                             
(7) Competent Persons - J.McElroy (MAusIMM) BHP Billiton, B.Nemeth (MAusIMM)    
BHP Billiton, A. D. Mackintosh (APEGS) A.D.M Consulting. The statement of       
Mineral Resources is presented on a 100 per cent basis and includes Indicated   
and Inferred categories. The detailed breakdown is shown in the BHP Billiton    
Annual Report 2010. Resources are based on information compiled by the above    
named Competent Persons and relates to Mineral Resources estimates as at 30     
June 2010. Competent Persons are full time employees of BHP Billiton (unless    
otherwise stated), have sufficient experience relevant to the style of          
mineralisation and type of deposit under consideration and to the activity      
they are undertaking to qualify as a Competent Person as defined in the JORC    
Code. All Competent Persons are members of either the Australasian Institute    
of Mining & Metallurgy (AusIMM) or a Recognised Overseas Professional           
Organisation (ROPO). The Competent Persons consent to the inclusion in this     
report of the matters based on their information in the form and context in     
which it appears.                                                               
(8) Unless otherwise stated, production volumes exclude suspended and sold      
operations.                                                                     
Forward-looking statements: Certain statements in this release are forward-     
looking statements within the meaning of the US Private Securities Litigation   
Reform Act of 1995, including statements regarding, estimated reserves, trends  
in commodity prices, 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, anticipated            
productive lives of projects, mines and facilities, provisions and contingent   
liabilities.                                                                    
These forward looking statements can be identified by the use of terminology    
such as `intend`, `aim`, `project`, `anticipate`, `estimate`, `plan`,           
`believe`, `expect`, `may`, `should`, `will`, `continue` or similar words.      
These statements discuss future expectations concerning the results of          
operations or financial condition, or provide other forward looking             
statements.                                                                     
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, and which may cause actual       
results to differ materially from those expressed in the statements contained   
in this release.  Readers are cautioned not to put undue reliance on forward    
looking statements.                                                             
Factors that could cause actual results or performance to differ materially     
from those expressed or implied in the forward-looking statements include, but  
are not limited to, the risk factors discussed in BHP Billiton`s filings with   
the U.S. Securities and Exchange Commission ("SEC") (including in Annual        
Reports on Form 20-F) which are available at the SEC`s website.  BHP Billiton   
undertakes no duty to update any forward-looking statements in this release.    
This release is for information purposes only and should not be construed as    
either an offer to sell or a solicitation of an offer to buy or sell            
securities in any jurisdiction.                                                 
Further information on BHP Billiton can be found on our website:                
www.bhpbilliton.com                                                             
Australia                                                                       
Brendan Harris, Investor Relations                                              
Tel: +61 3 9609 4323  Mobile: +61 437 134 814                                   
email: Brendan.Harris@bhpbilliton.com                                           
Amanda Buckley, Media Relations                                                 
Tel: +61 3 9609 2209  Mobile: +61 419 801 349                                   
email: Amanda.Buckley@bhpbilliton.com                                           
Kelly Quirke, Media Relations                                                   
Tel: +61 3 9609 2896  Mobile: +61 429 966 312                                   
email: Kelly.Quirke@bhpbilliton.com                                             
Fiona Martin, Media Relations                                                   
Tel: +61 3 9609 2211  Mobile: +61 427 777 908                                   
email: Fiona.Martin2@bhpbilliton.com                                            
United Kingdom & South Africa                                                   
Andre Liebenberg, Investor Relations                                            
Tel: +44 20 7802 4131  Mobile: +44 7920 236 974                                 
email: Andre.Liebenberg@bhpbilliton.com                                         
United Kingdom & Americas                                                       
Ruban Yogarajah, Media Relations                                                
Tel: US +1 713 966 2907 or UK +44 20 7802 4033                                  
Mobile: UK +44 7827 082 022                                                     
email: Ruban.Yogarajah@bhpbilliton.com                                          
Americas                                                                        
Scott Espenshade, Investor Relations                                            
Tel: +1 713 599 6431   Mobile: +1 713 208 8565                                  
email: Scott.Espenshade@bhpbilliton.com                                         
BHP Billiton Limited ABN 49 004 028 077                                         
Registered in Australia                                                         
Registered Office: 180 Lonsdale Street                                          
Melbourne Victoria 3000 Australia                                               
Tel +61 1300 55 4757 Fax +61 3 9609 3015                                        
BHP Billiton Plc Registration number 3196209                                    
Registered in England and Wales                                                 
Registered Office: Neathouse Place                                              
London SW1V 1BH United Kingdom                                                  
Tel +44 20 7802 4000 Fax +44 20 7802 4111                                       
Members of the BHP Billiton group which is headquartered in Australia           
FINANCIAL REPORT                                                                
For the half year ended 31 December 2010                                        
Contents                                                                        
Half-Year Financial Statements                                      Page        
Consolidated Income Statement                                       19          
Consolidated Statement of Comprehensive Income                      20          
Consolidated Balance Sheet                                          21          
Consolidated Cash Flow Statement                                    22          
Consolidated Statement of Changes in Equity                         23          
Notes to the Half-Year Financial Statements                         26          
1. Accounting policies                                              26          
2. Segment reporting                                                27          
3. Exceptional items                                                31          
4. Interests in jointly controlled entities                         33          
5. Net finance costs                                                34          
6. Taxation                                                         34          
7. Earnings per share                                               35          
8. Dividends                                                        35          
9. Share Capital                                                    36          
10. Subsequent events                                               36          
Directors` Report                                                   37          
Directors` Declaration of Responsibility                            39          
Lead Auditor`s Independence Declaration                             40          
Independent Review Report                                           41          
Consolidated Income Statement                                                   
for the half year ended 31 December 2010                                        
Notes  Half year     Half year    Year ended     
                                      ended 31      ended        30 June        
                                      December      31 December  2010           
                                      2010          2009         US$M           
US$M          US$M                        
Revenue                                                                         
Group production                       32,350        22,195       48,193        
Third party products            2      1,816         2,381        4,605         
Revenue                         2      34,166        24,576       52,798        
Other income                           279           313          528           
Expenses excluding net finance         (19,930)      (15,769)     (33,295)      
costs                                                                           
Profit from operations                 14,515        9,120        20,031        
Comprising:                                                                     
Group production                       14,452        9,038        19,920        
Third party products                   63            82           111           
14,515        9,120        20,031         
Financial income                5      118           111          215           
Financial expenses              5      (489)         (343)        (674)         
Net finance costs               5      (371)         (232)        (459)         
Profit before taxation                 14,144        8,888        19,572        
Income tax expense                     (3,118)       (2,494)      (6,112)       
Royalty related taxation (net          (340)         (188)        (451)         
of income tax benefit)                                                          
Total taxation expense          6      (3,458)       (2,682)      (6,563)       
Profit after taxation                  10,686        6,206        13,009        
Attributable to non-controlling        162           71           287           
interests                                                                       
Attributable to members of BHP         10,524        6,135        12,722        
Billiton Group                                                                  
Earnings per ordinary share     7      189.2         110.3        228.6         
(basic) (US cents)                                                              
Earnings per ordinary share     7      188.6         109.8        227.8         
(diluted) (US cents)                                                            
Dividends per ordinary share -  8      45.0          41.0         83.0          
paid during the period (US                                                      
cents)                                                                          
Dividends per ordinary share -  8      46.0          42.0         87.0          
declared in respect of the                                                      
period  (US cents)                                                              
The accompanying notes form part of these half year financial statements.       
Consolidated Statement of Comprehensive Income                                  
for the half year ended 31 December 2010                                        
                                         Half year    Half year   Year ended    
ended        ended       30 June       
                                         31 December  31          2010          
                                         2010         December    US$M          
                                         US$M         2009                      
US$M                      
                                                                                
Profit after taxation                     10,686       6,206       13,009       
Other comprehensive income                                                      
Actuarial gains/(losses) on pension and   76           41          (38)         
medical schemes                                                                 
Available for sale investments:                                                 
Net valuation (losses)/gains taken to     (118)        34          167          
equity                                                                          
Net valuation (gains)/losses transferred  (37)         -           2            
to the income statement                                                         
Cash flow hedges:                                                               
Gains/(losses) taken to equity            -            22          (15)         
Realised losses transferred to the income -            2           2            
statement                                                                       
Exchange fluctuations on translation of   11           8           1            
foreign operations taken to equity                                              
Exchange fluctuations on translation of   -            (10)        (10)         
foreign operations transferred to the                                           
income statement                                                                
Tax recognised within other comprehensive 68           104         111          
income                                                                          
Total other comprehensive income for the  -            201         220          
period                                                                          
Total comprehensive income                10,686       6,407       13,229       
Attributable to non-controlling interests 152          70          294          
Attributable to members of BHP Billiton   10,534       6,337       12,935       
Group                                                                           
The accompanying notes form part of these half year financial statements.       
Consolidated Balance Sheet                                                      
as at 31 December 2010                                                          
                                       31 December   31 December  30 June       
2010         2009          2010         
                                       US$M          US$M         US$M          
ASSETS                                                                          
Current assets                                                                  
Cash and cash equivalents               16,156        8,382        12,456       
Trade and other receivables             7,876         6,196        6,543        
Other financial assets                  441           644          292          
Inventories                             5,620         5,056        5,334        
Assets held for sale                    -             629          -            
Current tax assets                      153           397          189          
Other                                   332           295          320          
Total current assets                    30,578        21,599       25,134       
Non-current assets                                                              
Trade and other receivables             1,581         1,043        1,381        
Other financial assets                  1,449         1,822        1,510        
Inventories                             355           228          343          
Property, plant and equipment           59,174        52,206       55,576       
Intangible assets                       778           670          687          
Deferred tax assets                     4,177         3,822        4,053        
Other                                   180           163          168          
Total non-current assets                67,694        59,954       63,718       
Total assets                            98,272        81,553       88,852       
LIABILITIES                                                                     
Current liabilities                                                             
Trade and other payables                6,743         5,515        6,467        
Interest bearing liabilities            1,831         1,362        2,191        
Liabilities held for sale               -             301          -            
Other financial liabilities             607           488          511          
Current tax payable                     2,451         588          1,685        
Provisions                              1,972         1,669        1,899        
Deferred income                         273           283          289          
Total current liabilities               13,877        10,206       13,042       
Non-current liabilities                                                         
Trade and other payables                498           529          469          
Interest bearing liabilities            14,125        14,935       13,573       
Other financial liabilities             140           91           266          
Deferred tax liabilities                3,872         3,626        4,320        
Provisions                              8,296         7,134        7,433        
Deferred income                         471           431          420          
Total non-current liabilities           27,402        26,746       26,481       
Total liabilities                       41,279        36,952       39,523       
Net assets                              56,993        44,601       49,329       
EQUITY                                                                          
Share capital - BHP Billiton Limited    1,227         1,227        1,227        
Share capital - BHP Billiton Plc        1,113         1,116        1,116        
Treasury shares                         (531)         (527)        (525)        
Reserves                                1,838         1,498        1,906        
Retained earnings                       52,445        40,617       44,801       
Total equity attributable to members of 56,092        43,931       48,525       
BHP Billiton Group                                                              
Non-controlling interests               901           670          804          
Total equity                            56,993        44,601       49,329       
The accompanying notes form part of these half year financial statements.       
Consolidated Cash Flow Statement                                                
for the half year ended 31 December 2010                                        
                                             Half year   Half year   Year       
ended       ended       ended 30   
                                             31          31          June       
                                             December    December    2010       
                                             2010        2009        US$M       
US$M        US$M                   
Operating activities                                                            
Profit before taxation                        14,144      8,888       19,572    
Adjustments for:                                                                
Non-cash exceptional items                    19          (618)       (255)     
Depreciation and amortisation expense         2,428       2,318       4,759     
Net gain on sale of non-current assets        (44)        (95)        (114)     
Impairments of property, plant and            47          18          35        
equipment, financial assets and intangibles                                     
Employee share awards expense                 108         61          170       
Financial income and expenses                 371         232         459       
Other                                         (123)       (160)       (265)     
Changes in assets and liabilities:                                              
Trade and other receivables                   (1,584)     (1,001)     (1,713)   
Inventories                                   (298)       (284)       (571)     
Trade and other payables                      134         (242)       565       
Net other financial assets and liabilities    99          (143)       (90)      
Provisions and other liabilities              109         (333)       (306)     
Cash generated from operations                15,410      8,641       22,246    
Dividends received                            14          6           20        
Interest received                             49          61          99        
Interest paid                                 (248)       (205)       (520)     
Income tax refunded                           -           -           552       
Income tax paid                               (2,783)     (2,646)     (4,931)   
Royalty related taxation paid                 (249)       (389)       (576)     
Net operating cash flows                      12,193      5,468       16,890    
Investing activities                                                            
Purchases of property, plant and equipment    (5,167)     (4,606)     (9,323)   
Exploration expenditure                       (452)       (439)       (1,333)   
Exploration expenditure expensed and          363         295         1,030     
included in operating cash flows                                                
Purchase of intangibles                       (81)        (39)        (85)      
Investment in financial assets                (65)        (103)       (152)     
Investment in subsidiaries, operations and    -           -           (508)     
jointly controlled entities, net of their                                       
cash                                                                            
Payment on sale of operations                 -           (160)       (156)     
Cash outflows from investing activities       (5,402)     (5,052)     (10,527)  
Proceeds from sale of property, plant and     24          50          132       
equipment                                                                       
Proceeds from sale of financial assets        84          30          34        
Proceeds from sale or partial sale of         -           37          376       
subsidiaries, operations and jointly                                            
controlled entities, net of their cash                                          
Net investing cash flows                      (5,294)     (4,935)     (9,985)   
Financing activities                                                            
Proceeds from interest bearing liabilities    892         346         567       
Proceeds from debt related instruments        67          -           103       
Repayment of interest bearing liabilities     (1,057)     (733)       (1,155)   
Proceeds from ordinary shares                 18          4           12        
Contributions from non-controlling interests  -           -           335       
Purchase of shares by Employee Share          (327)       (180)       (274)     
Ownership Plan ("ESOP") trusts                                                  
Share buy-back - BHP Billiton Plc             (254)       -           -         
Dividends paid                                (2,506)     (2,282)     (4,618)   
Dividends paid to non-controlling interests   (48)        (169)       (277)     
Net financing cash flows                      (3,215)     (3,014)     (5,307)   
Net (decrease)/increase in cash and cash      3,684       (2,481)     1,598     
equivalents                                                                     
Cash and cash equivalents, net of             12,455      10,831      10,831    
overdrafts, at beginning of period                                              
Effect of foreign currency exchange rate      3           30          26        
changes on cash and cash equivalents                                            
Cash and cash equivalents, net of             16,142      8,380       12,455    
overdrafts, at end of period                                                    
The accompanying notes form part of these half year financial statements.       
Consolidated Statement of Changes in Equity                                     
for the half year ended 31 December 2010                                        
For the half year ended 31        Attributable to members of the BHP Billiton   
December 2010                     Group                                         
US$M                              Share        Share       Treasury   Reserves  
                                 capital      capital     shares                
- BHP        - BHP                             
                                 Billiton     Billiton                          
                                 Limited      Plc                               
Balance at the beginning of the   1,227        1,116       (525)      1,906     
financial period                                                                
Profit after taxation             -            -           -          -         
Other comprehensive income:                                                     
Actuarial gains on pension and    -            -           -          -         
medical schemes                                                                 
Net valuation losses on           -            -           -          (118)     
available for sale investments                                                  
taken to equity                                                                 
Net valuation gains on available  -            -           -          (27)      
for sale investments transferred                                                
to the income statement                                                         
Exchange fluctuations on          -            -           -          11        
translation of foreign                                                          
operations taken to equity                                                      
Tax recognised within other       -            -           -          41        
comprehensive income                                                            
Total comprehensive income        -            -           -          (93)      
Transactions with owners:                                                       
Purchase of shares by ESOP        -            -           (327)      -         
trusts                                                                          
Employee share awards exercised   -            -           321        (70)      
net of employee contributions                                                   
Accrued employee entitlement for  -            -           -          108       
unvested awards                                                                 
Shares bought back                -            -           (254)      -         
Shares cancelled                  -            (3)         254        3         
Distribution to option holders    -            -           -          (16)      
Dividends paid                    -            -           -          -         
Equity contributed                -            -           -          -         
Balance at the end of the         1,227        1,113       (531)      1,838     
financial period                                                                
For the half year ended  Attributable to members of the BHP Billiton Group      
31 December 2010                                                                
US$M                     Retained   Total equity        Non-           Total    
                        earnings   attributable to     controlling    equity    
                                   members of BHP      interests                
Billiton Group                               
Balance at the beginning 44,801     48,525              804            49,329   
of the financial period                                                         
Profit after taxation    10,524     10,524              162            10,686   
Other comprehensive                                                             
income:                                                                         
Actuarial gains on       76         76                  -              76       
pension and medical                                                             
schemes                                                                         
Net valuation losses on  -          (118)               -              (118)    
available for sale                                                              
investments taken to                                                            
equity                                                                          
Net valuation gains on   -          (27)                (10)           (37)     
available for sale                                                              
investments transferred                                                         
to the income statement                                                         
Exchange fluctuations on -          11                  -              11       
translation of foreign                                                          
operations taken to                                                             
equity                                                                          
Tax recognised within    27         68                  -              68       
other comprehensive                                                             
income                                                                          
Total comprehensive      10,627     10,534              152            10,686   
income                                                                          
Transactions with                                                               
owners:                                                                         
Purchase of shares by    -          (327)               -              (327)    
ESOP trusts                                                                     
Employee share awards    (225)      26                  -              26       
exercised net of                                                                
employee contributions                                                          
Accrued employee         -          108                 -              108      
entitlement for unvested                                                        
awards                                                                          
Shares bought back       -          (254)               -              (254)    
Shares cancelled         (254)      -                   -              -        
Distribution to option   -          (16)                (10)           (26)     
holders                                                                         
Dividends paid           (2,504)    (2,504)             (48)           (2,552)  
Equity contributed       -          -                   3              3        
Balance at the end of    52,445     56,092              901            56,993   
the financial period                                                            
The accompanying notes form part of these half year financial statements.       
Consolidated Statement of Changes in Equity                                     
for the half year ended 31 December 2010 (continued)                            
For the half year ended 31        Attributable to members of the BHP Billiton   
December 2009                     Group                                         
US$M                              Share        Share       Treasury   Reserves  
                                 capital      capital     shares                
                                 - BHP        - BHP                             
Billiton     Billiton                          
                                 Limited      Plc                               
Balance at the beginning of the   1,227        1,116       (525)      1,305     
financial period                                                                
Profit after taxation             -            -           -          -         
Other comprehensive income:                                                     
Actuarial gains/(losses) on       -            -           -          -         
pension and medical schemes                                                     
Net valuation gains on available  -            -           -          34        
for sale investments taken to                                                   
equity                                                                          
Gains on cash flow hedges taken   -            -           -          22        
to equity                                                                       
Realised losses on cash flow      -            -           -          2         
hedges transferred to the income                                                
statement                                                                       
Exchange fluctuations on          -            -           -          8         
translation of foreign operations                                               
taken to equity                                                                 
Exchange fluctuations on          -            -           -          (10)      
translation of foreign operations                                               
transferred to the income                                                       
statement                                                                       
Tax recognised within other       -            -           -          85        
comprehensive income                                                            
Total comprehensive income        -            -           -          141       
Transactions with owners:                                                       
Purchase of shares by ESOP trusts -            -           (180)      -         
Employee share awards exercised   -            -           178        (46)      
net of employee contributions                                                   
Accrued employee entitlement for  -            -           -          61        
unvested awards                                                                 
Issue of share options to non-    -            -           -          43        
controlling interests                                                           
Distribution to option holders    -            -           -          (6)       
Dividends paid                    -            -           -          -         
Balance at the end of the         1,227        1,116       (527)      1,498     
financial period                                                                
For the half year ended    Attributable to members of the BHP Billiton Group    
31 December 2009                                                                
US$M                      Retained   Total equity       Non-           Total    
                         earnings   attributable to    controlling    equity    
                                    members of BHP     interests                
                                    Billiton Group                              
Balance at the beginning  36,831     39,954             757            40,711   
of the financial period                                                         
Profit after taxation     6,135      6,135              71             6,206    
Other comprehensive                                                             
income:                                                                         
Actuarial gains/(losses)  42         42                 (1)            41       
on pension and medical                                                          
schemes                                                                         
Net valuation gains on    -          34                 -              34       
available for sale                                                              
investments taken to                                                            
equity                                                                          
Gains on cash flow        -          22                 -              22       
hedges taken to equity                                                          
Realised losses on cash   -          2                  -              2        
flow hedges transferred                                                         
to the income statement                                                         
Exchange fluctuations on  -          8                  -              8        
translation of foreign                                                          
operations taken to                                                             
equity                                                                          
Exchange fluctuations on  -          (10)               -              (10)     
translation of foreign                                                          
operations transferred                                                          
to the income statement                                                         
Tax recognised within     19         104                -              104      
other comprehensive                                                             
income                                                                          
Total comprehensive       6,196      6,337              70             6,407    
income                                                                          
Transactions with                                                               
owners:                                                                         
Purchase of shares by     -          (180)              -              (180)    
ESOP trusts                                                                     
Employee share awards     (128)      4                  -              4        
exercised net of                                                                
employee contributions                                                          
Accrued employee          -          61                 -              61       
entitlement for unvested                                                        
awards                                                                          
Issue of share options    -          43                 16             59       
to non-controlling                                                              
interests                                                                       
Distribution to option    -          (6)                (4)            (10)     
holders                                                                         
Dividends paid            (2,282)    (2,282)            (169)          (2,451)  
Balance at the end of     40,617     43,931             670            44,601   
the financial period                                                            
Consolidated Statement of Changes in Equity                                     
for the half year ended 31 December 2010 (continued)                            
For the year ended 30 June 2010   Attributable to members of the BHP Billiton   
                                 Group                                          
US$M                              Share        Share       Treasury   Reserves  
                                 capital      capital     shares                
                                 - BHP        - BHP                             
                                 Billiton     Billiton                          
Limited      Plc                               
Balance at the beginning of the   1,227        1,116       (525)      1,305     
financial period                                                                
Profit after taxation             -            -           -          -         
Other comprehensive income:                                                     
Actuarial losses on pension and   -            -           -          -         
medical schemes                                                                 
Net valuation gains on available  -            -           -          160       
for sale investments taken to                                                   
equity                                                                          
Net valuation losses on available -            -           -          2         
for sale investments transferred                                                
to the income statement                                                         
Losses on cash flow hedges taken  -            -           -          (15)      
to equity                                                                       
Realised losses on cash flow      -            -           -          2         
hedges transferred to the income                                                
statement                                                                       
Exchange fluctuations on          -            -           -          1         
translation of foreign operations                                               
taken to equity                                                                 
Exchange fluctuations on          -            -           -          (10)      
translation of foreign operations                                               
transferred to the income                                                       
statement                                                                       
Tax recognised within other       -            -           -          57        
comprehensive income                                                            
Total comprehensive income        -            -           -          197       
Transactions with owners:                                                       
Purchase of shares by ESOP trusts -            -           (274)      -         
Employee share awards exercised   -            -           274        (88)      
net of employee contributions                                                   
Employee share awards lapsed      -            -           -          (28)      
Accrued employee entitlement for  -            -           -          170       
unvested awards                                                                 
Issue of share options to non-    -            -           -          43        
controlling interests                                                           
Distribution to option holders    -            -           -          (10)      
Dividends paid                    -            -           -          -         
Equity contributed                -            -           -          317       
Balance at the end of the         1,227        1,116       (525)      1,906     
financial period                                                                
For the year ended 30    Attributable to members of the BHP Billiton Group      
June 2010                                                                       
US$M                     Retained   Total equity        Non-           Total    
                        earnings   attributable to     controlling    equity    
                                   members of BHP      interests                
                                   Billiton Group                               
Balance at the beginning 36,831     39,954              757            40,711   
of the financial period                                                         
Profit after taxation    12,722     12,722              287            13,009   
Other comprehensive                                                             
income:                                                                         
Actuarial losses on      (38)       (38)                -              (38)     
pension and medical                                                             
schemes                                                                         
Net valuation gains on   -          160                 7              167      
available for sale                                                              
investments taken to                                                            
equity                                                                          
Net valuation losses on  -          2                   -              2        
available for sale                                                              
investments transferred                                                         
to the income statement                                                         
Losses on cash flow      -          (15)                -              (15)     
hedges taken to equity                                                          
Realised losses on cash  -          2                   -              2        
flow hedges transferred                                                         
to the income statement                                                         
Exchange fluctuations on -          1                   -              1        
translation of foreign                                                          
operations taken to                                                             
equity                                                                          
Exchange fluctuations on -          (10)                -              (10)     
translation of foreign                                                          
operations transferred                                                          
to the income statement                                                         
Tax recognised within    54         111                 -              111      
other comprehensive                                                             
income                                                                          
Total comprehensive      12,738     12,935              294            13,229   
income                                                                          
Transactions with                                                               
owners:                                                                         
Purchase of shares by    -          (274)               -              (274)    
ESOP trusts                                                                     
Employee share awards    (178)      8                   -              8        
exercised net of                                                                
employee contributions                                                          
Employee share awards    28         -                   -              -        
lapsed                                                                          
Accrued employee         -          170                 -              170      
entitlement for unvested                                                        
awards                                                                          
Issue of share options   -          43                  16             59       
to non-controlling                                                              
interests                                                                       
Distribution to option   -          (10)                (6)            (16)     
holders                                                                         
Dividends paid           (4,618)    (4,618)             (277)          (4,895)  
Equity contributed       -          317                 20             337      
Balance at the end of    44,801     48,525              804            49,329   
the financial period                                                            
Notes to the Half Year Financial Statements                                     
1. Accounting policies                                                          
This general purpose financial report for the half year ended 31 December 2010  
is unaudited and has been prepared in accordance with IAS 34 `Interim           
Financial Reporting` as issued by the International Accounting Standards Board  
("IASB"), IAS 34 `Interim Financial Reporting` as adopted by the EU, AASB 134   
`Interim Financial Reporting` as issued by the Australian Accounting Standards  
Board ("AASB") and the Disclosure and Transparency Rules of the Financial       
Services Authority in the United Kingdom and the Australian Corporations Act    
2001 as applicable to interim financial reporting.                              
The half year financial statements represent a `condensed set of financial      
statements` as referred to in the UK Disclosure and Transparency Rules issued   
by the Financial Services Authority.  Accordingly, they do not include all of   
the information required for a full annual report and are to be read in         
conjunction with the most recent annual financial report. The comparative       
figures for the financial year ended 30 June 2010 are not the statutory         
accounts of BHP Billiton for that financial year. Those accounts, which were    
prepared under IFRS, have been reported on by the Company`s auditors and        
delivered to the registrar of companies. The auditors have reported on those    
accounts; their report was unqualified, did not include a reference to any      
matters to which the auditors drew attention by way of emphasis without         
qualifying their report and did not contain statements under Section 498(2) or  
(3) of the UK Companies Act 2006.                                               
The half year financial statements have been prepared on the basis of           
accounting policies and methods of computation consistent with those applied    
in the 30 June 2010 annual financial statements contained within the Annual     
Report of the BHP Billiton Group except for the application of `Improvements    
to IFRSs 2009`/AASB 2009-5 `Further Amendments to Australian Accounting         
Standards arising from the Annual Improvements Project`. This has resulted in   
exploration cash flows of US$295 million for the half year ended 31 December    
2009 (30 June 2010: US$1,030 million), which were not recognised as assets,     
being reclassified from net investing cash flows to net operating cash flows    
in the Consolidated Cash Flow Statement.                                        
Rounding of amounts                                                             
Amounts in this financial report have, unless otherwise indicated, been         
rounded to the nearest million dollars.                                         
Comparatives                                                                    
Where applicable, comparatives have been adjusted to disclose them on the same  
basis as current period figures.                                                
Exchange rates                                                                  
The following exchange rates relative to the US dollar have been applied in     
the financial information:                                                      
           Average     Average      Average                                     
           Half year   Half year    Year       As at      As at      As at      
           ended       ended        ended      31         31         30         
31 December 31 December  30 June    December   December   June       
           2010        2009          2010      2010       2009       2010       
Australian  0.94        0.87        0.88       1.02       0.90       0.85       
dollar(a)                                                                       
Brazilian   1.72        1.81        1.80       1.66       1.74       1.81       
real                                                                            
Canadian    1.03        1.08        1.06       1.00       1.05       1.06       
dollar                                                                          
Chilean     496         532         529        468        507        545        
peso                                                                            
Colombian   1,848       1,991       1,970      1,920      2,043      1,920      
peso                                                                            
South       7.13        7.65        7.59       6.63       7.40       7.68       
African                                                                         
rand                                                                            
Euro        0.76        0.69        0.72       0.75       0.70       0.82       
UK pound    0.64        0.61        0.63       0.65       0.62       0.66       
sterling                                                                        
(a) Displayed as US$ to A$1 based on common convention.                         
2. Segment reporting                                                            
The Group operates nine Customer Sector Groups aligned with the commodities     
which we extract and market, reflecting the structure used by the Group`s       
management to assess the performance of the Group:                              
Customer Sector Group        Principal activities                               
Petroleum                    Exploration, development and production of oil     
                            and gas                                             
Aluminium                    Mining of bauxite, refining of bauxite into        
                            alumina and smelting of alumina into aluminium      
metal                                               
Base Metals                  Mining of copper, silver, lead, zinc, molybdenum,  
                            uranium and gold                                    
Diamonds and Specialty       Mining of diamonds and titanium minerals; potash   
Products                     development                                        
Stainless Steel Materials    Mining and production of nickel products           
Iron Ore                     Mining of iron ore                                 
Manganese                    Mining of manganese ore and production of          
manganese metal and alloys                          
Metallurgical Coal           Mining of metallurgical coal                       
Energy Coal                  Mining of thermal (energy) coal                    
Group and unallocated items represent Group centre functions. Exploration and   
technology activities are recognised within relevant segments.                  
It is the Group`s policy that inter-segment sales are made on a commercial      
basis.                                                                          
2. Segment reporting (continued)                                                
US$M           Petroleum     Aluminium      Base     Diamonds and  Stainless    
                                           Metals   Specialty     Steel         
                                                    Products      Materials     
Half year                                                                       
ended                                                                           
31 December                                                                     
2010                                                                            
Revenue                                                                         
Group          4,853         1,588          6,835    675           1,867        
production                                                                      
Third party    46            755            232      -             37           
products                                                                        
Rendering of   1             -              -        -             -            
services                                                                        
Inter-segment  5             -              -        -             1            
revenue                                                                         
Total revenue  4,905         2,343          7,067    675           1,905        
(a)                                                                             
Underlying     2,854         17             3,580    221           357          
EBIT (b)                                                                        
Net finance                                                                     
costs                                                                           
Exceptional                                                                     
items                                                                           
Profit before                                                                   
taxation                                                                        
US$M         Iron  Manganese  Metallurgical  Energy     Group and     BHP       
            Ore              Coal           Coal       unallocated   Billiton   
items/        Group      
                                                       eliminations             
Half year                                                                       
ended                                                                           
31 December                                                                     
2010                                                                            
Revenue                                                                         
Group        9,275 1,196      3,947          2,062      -             32,298    
production                                                                      
Third party  41    -          -              499        206           1,816     
products                                                                        
Rendering    46    -          5              -          -             52        
of services                                                                     
Inter-       20    -          -              -          (26)          -         
segment                                                                         
revenue                                                                         
Total        9,382 1,196      3,952          2,561      180           34,166    
revenue(a)                                                                      
Underlying   5,811 430        1,453          334        (228)         14,829    
EBIT (b)                                                                        
Net finance                                                           (371)     
costs                                                                           
Exceptional                                                           (314)     
items                                                                           
Profit                                                                14,144    
before                                                                          
taxation                                                                        
(a) Revenue not attributable to reportable segments reflects sales of freight   
and fuel to third parties.                                                      
(b) Underlying EBIT is earnings before net finance costs and taxation and any   
exceptional items.                                                              
2. Segment reporting (continued)                                                
US$M           Petroleum     Aluminium      Base     Diamonds and  Stainless    
                                           Metals   Specialty     Steel         
                                                    Products      Materials     
Half year                                                                       
ended                                                                           
31 December                                                                     
2009                                                                            
Revenue                                                                         
Group          4,126         1,383          5,076    566           1,470        
production                                                                      
Third party    47            621            395      -             185          
products                                                                        
Rendering of   -             -              -        -             -            
services                                                                        
Inter-segment  4             -              -        -             -            
revenue                                                                         
Total          4,177         2,004          5,471    566           1,655        
revenue(a)                                                                      
Underlying     2,326         154            2,462    170           200          
EBIT(b)                                                                         
Net finance                                                                     
costs                                                                           
Exceptional                                                                     
items                                                                           
Profit before                                                                   
taxation                                                                        
US$M         Iron   Manganese    Metallurgical Energy   Group and     BHP       
            Ore                 Coal          Coal     unallocated   Billiton   
items/        Group      
                                                       eliminations             
Half year                                                                       
ended                                                                           
31 December                                                                     
2009                                                                            
Revenue                                                                         
Group        4,390  882          2,686         1,555    -             22,134    
production                                                                      
Third party  35     6            -             587      505           2,381     
products                                                                        
Rendering    32     -            29            -        -             61        
of services                                                                     
Inter-       21     -            -             -        (25)          -         
segment                                                                         
revenue                                                                         
Total        4,478  888          2,715         2,142    480           24,576    
revenue(a)                                                                      
Underlying   2,091  190          772           332      (195)         8,502     
EBIT (b)                                                                        
Net finance                                                           (232)     
costs                                                                           
Exceptional                                                           618       
items                                                                           
Profit                                                                8,888     
before                                                                          
taxation                                                                        
2. Segment reporting (continued)                                                
US$M           Petroleum     Aluminium      Base     Diamonds and  Stainless    
                                           Metals   Specialty     Steel         
                                                    Products      Materials     
Year ended 30                                                                   
June 2010                                                                       
Revenue                                                                         
Group          8,682         2,948          9,528    1,272         3,311        
production                                                                      
Third party    86            1,405          881      -             306          
products                                                                        
Rendering of   3             -              -        -             -            
services                                                                        
Inter-segment  11            -              -        -             -            
revenue                                                                         
Total revenue  8,782         4,353          10,409   1,272         3,617        
(a)                                                                             
Underlying     4,573         406            4,632    485           668          
EBIT (b)                                                                        
Net finance                                                                     
costs                                                                           
Exceptional                                                                     
items                                                                           
Profit before                                                                   
taxation                                                                        
US$M         Iron   Manganese    Metallurgical  Energy  Group and     BHP       
            Ore                 Coal           Coal    unallocated   Billiton   
                                                       items/        Group      
                                                       eliminations             
Year ended                                                                      
30 June                                                                         
2010                                                                            
Revenue                                                                         
Group        10,964 2,143        6,019          3,214   -             48,081    
production                                                                      
Third party  67     7            -              1,051   802           4,605     
products                                                                        
Rendering    69     -            40             -       -             112       
of services                                                                     
Inter-       39     -            -              -       (50)          -         
segment                                                                         
revenue                                                                         
Total        11,139 2,150        6,059          4,265   752           52,798    
revenue (a)                                                                     
Underlying   6,001  712          2,053          730     (541)         19,719    
EBIT (b)                                                                        
Net finance                                                           (459)     
costs                                                                           
Exceptional                                                           312       
items                                                                           
Profit                                                                19,572    
before                                                                          
taxation                                                                        
3. Exceptional items                                                            
Exceptional items are those items where their nature and amount is considered   
material to the financial report.  Such items included within the Group`s       
profit for the period are detailed below.                                       
Half year ended 31 December 2010   Gross          Tax            Net            
                                  US$M           US$M           US$M            
Exceptional items by category                                                   
Withdrawn offer for PotashCorp     (314)          -              (314)          
Release of income tax provisions   -              138            138            
                                  (314)          138            (176)           
Withdrawn offer for PotashCorp:                                                 
The Group withdrew its offer for PotashCorp on 15 November 2010 following the   
Board`s conclusion that the condition of the offer relating to receipt of a     
net benefit as determined by the Minister of Industry under the Investment      
Canada Act could not be satisfied. The Group incurred fees associated with the  
US$45 billion debt facility (US$240 million), investment bankers`, lawyers`     
and accountants` fees, printing expenses and other charges (US$74 million) in   
progressing this matter during the period up to the withdrawal of the offer,    
which were expensed as operating costs in the half year ended 31 December       
2010.                                                                           
Release of income tax provisions:                                               
The Australian Taxation Office (ATO) issued amended assessments in prior years  
denying bad debt deductions arising from the investments in Hartley             
(Zimbabwe), Beenup and Boodarie Iron (both Australia) and the denial of         
capital allowance claims made on the Boodarie Iron project. BHP Billiton        
lodged objections and was successful on all counts in the Federal Court and     
the Full Federal Court. The Hartley matter was settled with the ATO in          
September 2009. The ATO sought special leave to appeal to the High Court in     
relation to the Beenup bad debt disallowance and the denial of the capital      
allowance claims on the Boodarie Iron project. Special leave was not sought by  
the ATO for the Boodarie Iron bad debt disallowance. In September 2010 the      
High Court granted special leave only in relation to the denial of the capital  
allowance claims on the Boodarie Iron project which resulted in a release of    
US$138 million from the Group`s income tax provisions in the half year ended    
31 December 2010.                                                               
Half year ended 31 December 2009   Gross          Tax            Net            
US$M           US$M           US$M            
Exceptional items by category                                                   
Reversal of impairment charge      618            (185)          433            
relating to the suspension of                                                   
Ravensthorpe nickel operations                                                  
                                  618            (185)          433             
Reversal of impairment charge relating to the suspension of Ravensthorpe        
nickel operations:                                                              
On 9 December 2009, the Group announced it had signed an agreement to sell the  
Ravensthorpe nickel operation (Australia). As a result of this agreement,       
impairment charges recognised as exceptional items in the financial year ended  
30 June 2009 were partially reversed. The assets and liabilities of the         
operation were classified as held for sale as at 31 December 2009.              
Assets held for sale:                                                           
The assets and liabilities of Ravensthorpe, comprising inventory of US$30       
million, property, plant and equipment of US$599 million, closure and           
rehabilitation provisions of US$241 million and other working capital           
liabilities of US$60 million, were classified as held for sale at 31 December   
2009.                                                                           
3. Exceptional items (continued)                                                
In the financial year ended 30 June 2009, the assets and liabilities of Yabulu  
and Suriname comprising inventory of US$131 million, property, plant and        
equipment of US$55 million, other working capital assets of US$27 million,      
closure and rehabilitation provisions of US$260 million and working capital     
liabilities of US$103 million were classified as held for sale. The sales       
transactions were completed during the half year ended 31 December 2009.        
Year ended 30 June 2010             Gross          Tax            Net           
                                   US$M           US$M           US$M           
Exceptional items by category                                                   
Pinal Creek rehabilitation          186            (53)           133           
Disposal of Ravensthorpe nickel     653            (196)          457           
operations                                                                      
Restructuring of operations and     (298)          12             (286)         
deferral of projects                                                            
Renegotiation of power supply       (229)          50             (179)         
agreements                                                                      
Release of income tax provisions    -              128            128           
                                   312            (59)           253            
Pinal Creek rehabilitation:                                                     
On 22 February 2010 a settlement was reached in relation to the Pinal Creek     
(US) groundwater contamination which resulted in other parties taking on full   
responsibility for ground water remediation and partly funding the Group for    
past and future rehabilitation costs. As a result, a gain of US$186 million     
(US$53 million tax expense) was recognised reflecting the release of            
rehabilitation provisions and cash received.                                    
Disposal of Ravensthorpe nickel operations:                                     
On 9 December 2009, the Group announced it had signed an agreement to sell the  
Ravensthorpe nickel operations (Australia). The sale was completed on 10        
February 2010. As a result of the sale, impairment charges recognised as        
exceptional items in the financial year ended 30 June 2009 were partially       
reversed totalling US$611 million (US$183 million tax expense). In addition,    
certain obligations that remained with the Group were mitigated and related     
provisions released; together with minor net operating costs this resulted in   
a gain of US$42 million (US$13 million tax expense).                            
Restructuring of operations and deferral of projects:                           
Continuing power supply constraints impacting the Group`s three Aluminium       
smelter operations in southern Africa, and temporary delays with the Guinea     
Alumina project, have given rise to charges for the impairment of property,     
plant and equipment and restructuring provisions. A total charge of US$298      
million (US$12 million tax benefit) was recognised by the Group in the year     
ended 30 June 2010.                                                             
Renegotiation of power supply arrangements:                                     
Renegotiation of long term power supply arrangements in southern Africa have    
impacted the value of embedded derivatives contained within those               
arrangements. A total charge of US$229 million (US$50 million tax benefit) was  
recognised by the Group in the year ended 30 June 2010.                         
3. Exceptional items (continued)                                                
Release of income tax provisions:                                               
The ATO issued amended assessments in prior years denying bad debt deductions   
arising from the investments in Hartley, Beenup and Boodarie Iron and the       
denial of capital allowance claims made on the Boodarie Iron project. BHP       
Billiton lodged objections and has been successful on all counts in the         
Federal Court and the Full Federal Court. The ATO has not sought to appeal the  
Boodarie Iron bad debt disallowance to the High Court which resulted in a       
release of US$128 million from the Group`s income tax provisions. The ATO       
sought special leave to appeal to the High Court in relation to the Beenup bad  
debt disallowance and the denial of the capital allowance claims on the         
Boodarie Iron project and has been granted special leave only in relation to    
the denial of the capital allowance claims on the Boodarie Iron project.        
4. Interests in jointly controlled entities                                     
Major              Ownership interest at BHP     Contribution to profit after   
shareholdings in   Billiton Group reporting      taxation                       
jointly            date (a)                                                     
controlled                                                                      
entities                                                                        
                  31        31        30 June   Half      Half      Year        
                  December  December  2010      year      year      ended       
                  2010      2009      %         ended     ended     30 June     
%         %                    31        31       2010        
                                                December  December  US$M        
                                                2010      2009                  
                                                US$M      US$M                  
Mozal SARL         47.1      47.1      47.1      22        18        4          
Compania Minera    33.75     33.75     33.75     279       239       438        
Antamina SA                                                                     
Minera Escondida   57.5      57.5      57.5      1,554     1,236     2,175      
Limitada                                                                        
Samarco Mineracao  50        50        50        479       126       430        
SA                                                                              
Carbones del       33.33     33.33     33.33     105       83        172        
Cerrej?n LLC                                                                    
Other (b)                                        (140)     12        (145)      
Total                                            2,299     1,714     3,074      
(a) The ownership interest at the Group`s and the jointly controlled entity`s   
reporting date are the same. When the annual financial reporting date is        
different to the Group`s, financial information is obtained as at 31 December   
in order to report on a basis consistent with the Group`s reporting date.       
(b) Includes the Group`s effective interest in the Richards Bay Minerals joint  
venture of 37.76 per cent (31 December 2009: 37.76 per cent; 30 June 2010:      
37.76 per cent), the Guinea Alumina project (ownership interest 33.3 per cent;  
31 December 2009: 33.3 per cent; 30 June 2010: 33.3 per cent), the Newcastle    
Coal Infrastructure Group Pty Ltd (ownership interest 35.5 per cent; 31         
December 2009: 35.5 per cent; 30 June 2010: 35.5 per cent) and other            
immaterial jointly controlled entities.                                         
5. Net finance costs                                                            
                               Half year      Half year      Year ended         
ended          ended          30 June            
                               31 December    31 December    2010               
                               2010           2009           US$M               
                               US$M           US$M                              
Financial expenses                                                              
Interest on bank loans and      11             11             24                
overdrafts                                                                      
Interest on all other           273            302            460               
borrowings                                                                      
Finance lease and hire          6              7              14                
purchase interest                                                               
Dividends on redeemable         -              -              -                 
preference shares                                                               
Discounting on provisions and   206            182            359               
other liabilities                                                               
Discounting on post-retirement  63             63             130               
employee benefits                                                               
Interest capitalised (a)        (139)          (154)          (301)             
Fair value change on hedged     (130)          88             131               
loans                                                                           
Fair value change on hedging    116            (146)          (138)             
derivatives                                                                     
Exchange variations on net      83             (10)           (5)               
debt                                                                            
489            343            674                
Financial income                                                                
Interest income                 (67)           (63)           (117)             
Expected return on pension      (51)           (48)           (98)              
scheme assets                                                                   
                               (118)          (111)          (215)              
                                                                                
Net finance costs               371            232            459               
(a) Interest has been capitalised at the rate of interest applicable to the     
specific borrowings financing the assets under construction or, where financed  
through general borrowings, at a capitalisation rate representing the average   
interest rate on such borrowings. For the half year ended 31 December 2010 the  
general capitalisation rate was 3.2 per cent (31 December 2009: 3.8 per cent;   
30 June 2010: 3.5 per cent).                                                    
6. Taxation                                                                     
                               Half year      Half year      Year ended         
ended          ended          30 June            
                               31 December    31 December    2010               
                               2010           2009           US$M               
                               US$M           US$M                              
Taxation expense including                                                      
royalty related taxation                                                        
UK taxation expense             32             67             178               
Australian taxation expense     1,726          1,273          3,798             
Overseas taxation expense       1,700          1,342          2,587             
Total taxation expense          3,458          2,682          6,563             
Excluding the impacts of royalty related taxation, exchange rate movements and  
tax on exceptional items, the underlying effective rate was 30.3 per cent (31   
December 2009: 31.6 per cent, 30 June 2010: 30.9 per cent).                     
Exchange rate movements decreased taxation expense by US$1,127 million (31      
December 2009: decrease of US$306 million, 30 June 2010: increase of US$106     
million) predominantly due to the increase in the US dollar value of future     
tax depreciation of US$1,750 million offset by the revaluation of local         
currency tax liabilities, other monetary items and temporary differences which  
amounted to US$623 million.                                                     
Total taxation expense including royalty related taxation and tax on            
exceptional items was US$3,458 million, representing an effective rate of 24.4  
per cent (31 December 2009: 30.2 per cent, 30 June 2010: 33.5 per cent).        
Excluding the impacts of exceptional items the taxation expense was US$3,596    
million (31 December 2009: US$2,497 million; 30 June 2010: US$6,504 million).   
Royalty related taxation represents an effective rate of 2.4 per cent (31       
December 2009: 2.1 per cent, 30 June 2010: 2.3 per cent).                       
7. Earnings per share                                                           
                               Half year      Half year       Year ended        
ended          ended           30 June           
                               31 December    31 December     2010              
                               2010           2009                              
Basic earnings per ordinary     189.2          110.3           228.6            
share (US cents)                                                                
Diluted earnings per ordinary   188.6          109.8           227.8            
share (US cents)                                                                
Basic earnings per American     378.4          220.6           457.2            
Depositary Share (ADS) (US                                                      
cents) (a)                                                                      
Diluted earnings per American   377.2          219.6           455.6            
Depositary Share (ADS) (US                                                      
cents) (a)                                                                      
Basic earnings (US$M)           10,524         6,135           12,722           
Diluted earnings (US$M) (b)     10,536         6,147           12,743           
The weighted average number of shares used for the purposes of calculating      
diluted earnings per share reconciles to the number used to calculate basic     
earnings per share as follows:                                                  
Weighted average number of      Half year      Half year       Year ended       
shares                          ended          ended           30 June          
31 December    31 December     2010              
                               2010           2009            Million           
                               Million        Million                           
Basic earnings per ordinary     5,563          5,564           5,565            
share denominator                                                               
Shares and options              25             34              30               
contingently issuable under                                                     
employee share ownership plans                                                  
Diluted earnings per ordinary   5,588          5,598           5,595            
share denominator                                                               
(a) Each American Depositary Share (ADS) represents two ordinary shares.        
(b) Diluted earnings are calculated after adding back dividend equivalent       
payments of US$12 million (31 December 2009: US$12 million; 30 June 2010:       
US$21 million) that would not be made if potential ordinary shares were         
converted to fully paid.                                                        
8. Dividends                                                                    
Half year      Half year       Year ended        
                               ended          ended           30 June           
                               31 December    31 December     2010              
                               2010           2009            US$M              
US$M           US$M                              
Dividends paid during the                                                       
period                                                                          
BHP Billiton Limited            1,511          1,377           2,787            
BHP Billiton Plc - Ordinary     993            905             1,831            
shares                                                                          
- Preference shares (a)         -              -               -                
                               2,504          2,282           4,618             
Dividends declared in respect                                                   
of the period                                                                   
BHP Billiton Limited            1,545          1,410           2,921            
BHP Billiton Plc - Ordinary     1,012          927             1,920            
shares                                                                          
- Preference shares(a)          -              -               -                
                               2,557          2,337           4,841             
(a) 5.5 per cent dividend on 50,000 preference shares of GBP1 each declared     
and paid annually (31 December 2009: 5.5 per cent; 30 June 2010: 5.5 per        
cent).                                                                          
8. Dividends (continued)                                                        
                               Half year      Half year      Year ended         
ended          ended          30 June            
                               31 December    31 December    2010               
                               2010           2009           US cents           
                               US cents       US cents                          
Dividends paid during the                                                       
period (per share)                                                              
Prior year final dividend       45.0           41.0           41.0              
Interim dividend                N/A            N/A            42.0              
45.0           41.0           83.0               
Dividends declared in respect                                                   
of the period (per share)                                                       
Interim dividend                46.0           42.0           42.0              
Final dividend                  N/A            N/A            45.0              
                               46.0           42.0           87.0               
Dividends are declared after period end in the announcement of the results for  
the period. Interim dividends are declared in February and paid in March.       
Final dividends are declared in August and paid in September. Dividends         
declared are not recorded as a liability at the end of the period to which      
they relate. Subsequent to half year end, on 16 February 2011, BHP Billiton     
declared an interim dividend of 46.0 US cents per share (US$2,557 million),     
which will be paid on 31 March 2011 (31 December 2009: 42.0 US cents per share  
- US$2,337 million; 30 June 2010: 45.0 US cents per shares - US$2,504           
million).                                                                       
BHP Billiton Limited dividends for all periods presented are, or will be,       
fully franked based on a tax rate of 30 per cent.                               
9. Share capital                                                                
On 15 November 2010, BHP Billiton announced the reactivation of the remaining   
US$4.2 billion component of its previously suspended US$13 billion buy-back     
program. In accordance with the UK Companies Act 2006 and with the resolutions  
passed at the 2010 Annual General Meetings, BHP Billiton Limited purchased      
fully paid shares in BHP Billiton Plc on-market and then transferred those      
shares to BHP Billiton Plc for nil consideration and cancellation. Details of   
the purchases are shown in the table below.                                     
Half year Shares     Number    Cost per  Total  Purchased by:                   
end       purchased            share     cost                                   
                              (a)       US$M                                    
BHP Billiton     BHP Billiton    
                                               Limited          Plc             
                                               Shares     US$M  Shares  US$M    
31        BHP        6,825,007 GBP23.58  254    6,825,007  254   -       -      
December  Billiton                                                              
2010      Plc                                                                   
(a) Cost per share represents the average cost per share paid on-market by BHP  
Billiton Limited for BHP Billiton Plc shares in the six month period ended 31   
December 2010. Since the commencement of the buy-back in 2006 the average cost  
per share was GBP12.74.                                                         
10. Subsequent events                                                           
On 16 February 2011 the Group announced an expanded US$10 billion capital       
management program. BHP Billiton will continue to consider both on and off-     
market execution for the US$10 billion program and, subject to market           
conditions, expects to largely complete the initiative by the end of the 2011   
calendar year.                                                                  
Other than the matters outlined above, no matters or circumstances have arisen  
since the end of the half year that have significantly affected, or may         
significantly affect, the operations, results of operations or state of         
affairs of the Group in subsequent accounting periods.                          
Directors` Report                                                               
The Directors present their report together with the half year financial        
statements for the half year ended 31 December 2010 and the auditor`s review    
report thereon.                                                                 
Review of Operations                                                            
A detailed review of the Group`s operations, the results of those operations    
during the half year ended 31 December 2010 and likely future developments are  
given on pages 1 to 15. The Review of Operations has been incorporated into,    
and forms part of, this Directors` Report.                                      
Principal Risks and Uncertainties                                               
Because of the international scope of the Group`s operations and the            
industries in which it is engaged, there are a number of risk factors and       
uncertainties which could have an effect on the Group`s results and             
operations. Material risks that could impact on the Group`s performance         
include those referred to in the `Outlook` section as well as:                  
*Fluctuations in commodity prices     *Fluctuations in currency exchange        
and impacts of the global financial   rates                                     
crisis                                                                          
*Failure to discover new reserves,    *Influence of China and impact of a       
maintain or enhance existing          slowdown in consumption                   
reserves or develop new operations                                              
*Actions by governments or political  *Inability to successfully integrate      
events in the countries in which we   acquired businesses                       
operate                                                                         
*Inability to recover investments in  *Non-compliance to the Group`s            
mining and oil and gas projects       standards by non-controlled assets        
*Operating cost pressures and         *Unexpected natural and operational       
shortages could negatively impact     catastrophes                              
our operating margins and expansion                                             
plans                                                                           
*Climate change and greenhouse        *Inadequate human resource talent pool    
effects                                                                         
*Breaches in information technology   *Breaches in governance processes         
security processes                                                              
*Impact of health, safety and         *The Group`s commercial counterparties    
environmental exposures and related   may not meet their obligations            
regulations on operations and                                                   
reputation                                                                      
*Increased costs and schedule delays                                            
to our development projects                                                     
Further information on the above risks and uncertainties can be found on pages  
10 to 13 of the Group`s Annual Report for the year ended 30 June 2010, a copy   
of which is available on the Group`s website at www.bhpbilliton.com.            
Dividend                                                                        
Full details of dividends are given on pages 35 to 36.                          
Board of Directors                                                              
The Directors of BHP Billiton at any time during or since the end of the half   
year are:                                                                       
Mr J Nasser - Chairman since      Ms C J Hewson - a Director                    
March 2010 (a Director since June since March 2010                              
2006)                                                                           
Mr A L Boeckmann - a Director     Mr M J Kloppers - an Executive                
since September 2008              Director since January 2006                   
Mr M W Broomhead - a Director     Mr W W Murdy - a Director                     
since March 2010                  since June 2009                               
Dr J G Buchanan - a Director      Mr K C Rumble - a Director                    
since February 2003               since September 2008                          
Mr C A Cordeiro - a Director      Dr J M Schubert - a Director                  
since February 2005               since June 2000                               
Mr D A Crawford - a Director      Baroness S Vadera - a Director                
since May 1994                    since January 2011                            
Auditor`s independence declaration                                              
KPMG in Australia are the auditors of BHP Billiton Limited. Their auditor`s     
independence declaration under Section 307C of the Australian Corporations Act  
2001 is set out on page 40 and forms part of this Directors` Report.            
Rounding of amounts                                                             
BHP Billiton Limited is a company of a kind referred to in Australian           
Securities and Investments Commission Class Order No 98/100, dated 10 July      
1998. Amounts in the Directors` Report and half year financial statements have  
been rounded to the nearest million dollars in accordance with that Class       
Order.                                                                          
Signed in accordance with a resolution of the Board of Directors.               
J Nasser AO - Chairman                M Kloppers - Chief Executive Officer      
Dated this 16th day of February 2011                                            
Directors` Declaration of Responsibility                                        
The half year financial report is the responsibility of, and has been approved  
by, the Directors. In accordance with a resolution of the Directors of BHP      
Billiton, the Directors declare that, to the best of their knowledge and in     
their reasonable opinion:                                                       
(a) the half year financial statements and notes, set out on pages 19 to 36,    
have been prepared in accordance with IAS 34 `Interim Financial Reporting` as   
issued by the IASB, IAS 34 `Interim Financial Reporting` as adopted by the EU,  
AASB 134 `Interim Financial Reporting` as issued by the AASB and the            
Disclosure and Transparency Rules of the Financial Services Authority in the    
United Kingdom and the Australian Corporations Act 2001, including:             
(i) complying with applicable accounting standards and the Australian           
Corporations Regulations 2001; and                                              
(ii) giving a true and fair view of the financial position of the BHP Billiton  
Group as at 31 December 2010 and of its performance for the half year ended on  
that date;                                                                      
(b) the Directors` Report, which incorporates the Review of Operations on       
pages 1 to 15, includes a fair review of the information required by:           
(i) DTR4.2.7R of the Disclosure and Transparency Rules in the United Kingdom,   
being an indication of important events during the first six months of the      
current financial year and their impact on the half year financial statements,  
and a description of the principal risks and uncertainties for the remaining    
six months of the year; and                                                     
(ii) DTR4.2.8R of the Disclosure and Transparency Rules in the United Kingdom,  
being related party transactions that have taken place in the first six months  
of the current financial year and that have materially affected the financial   
position or performance of the BHP Billiton Group during that period, and any   
changes in the related party transactions described in the last annual report   
that could have such a material effect; and                                     
(c) in the Directors` opinion, there are reasonable grounds to believe that     
each of BHP Billiton Limited and BHP Billiton Plc will be able to pay its       
debts as and when they become due and payable.                                  
Signed in accordance with a resolution of the Board of Directors.               
J Nasser AO - Chairman                                                          
M Kloppers - Chief Executive Officer                                            
Dated this 16th day of February 2011                                            
Lead Auditor`s Independence Declaration                                         
To the Directors of BHP Billiton Limited:                                       
I declare that, to the best of my knowledge and belief, in relation to the      
review for the half year ended 31 December 2010 there have been:                
- no contraventions of the auditor independence requirements as set out in the  
Australian Corporations Act 2001 in relation to the review; and                 
- no contraventions of any applicable code of professional conduct in relation  
to the review.                                                                  
This declaration is in respect of BHP Billiton and the entities it controlled   
during the financial period.                                                    
KPMG                                                                            
Martin Sheppard                                                                 
Partner                                                                         
16 February 2011                                                                
Independent Review Report                                                       
Independent Review Report of KPMG Audit Plc ("KPMG UK") to BHP Billiton Plc     
and of KPMG ("KPMG Australia") to the Members of BHP Billiton Limited           
Introduction                                                                    
For the purposes of these reports, the terms "we" and "our" denote KPMG UK in   
relation to its responsibilities under its terms of engagement to report to     
BHP Billiton Plc and KPMG Australia in relation to Australian professional and  
regulatory responsibilities and reporting obligations to the members of BHP     
Billiton Limited.                                                               
The BHP Billiton Group ("the Group") consists of BHP Billiton Plc and BHP       
Billiton Limited and the entities they controlled at the end of the half year   
or from time to time during the half year ended 31 December 2010.               
We have reviewed the condensed half year financial statements of the Group as   
at and for the half year ended 31 December 2010 ("half year financial           
statements"), set out on pages 19 to 36, which comprises the consolidated       
income statement, consolidated statement of comprehensive income, consolidated  
balance sheet, consolidated cash flow statement, consolidated statement of      
changes in equity, summary of significant accounting policies and other         
explanatory notes 1 to 10. We have read the other information contained in the  
half year financial report and considered whether it contains any apparent      
misstatements or material inconsistencies with the information in the half      
year financial statements. KPMG Australia has also reviewed the Directors`      
declaration set out on page 39 in relation to Australian regulatory             
requirements contained in sections (a) and (c) of the Directors` declaration.   
Directors` Responsibilities                                                     
The half year financial report is the responsibility of, and has been approved  
by, the Directors. The Directors are responsible for preparing the half year    
financial report:                                                               
- in accordance with the Disclosure and Transparency Rules ("the DTR") of the   
United Kingdom`s Financial Services Authority ("the UK FSA"), and under those   
rules, in accordance with IAS 34 Interim Financial Reporting as adopted by the  
European Union; and                                                             
- that gives a true and fair view in accordance with Australian Accounting      
Standards and the Australian Corporations Act 2001 and for such internal        
controls as the Directors determine is necessary to enable the preparation of   
the half year financial report that is free from material misstatement,         
whether due to fraud or error.                                                  
Respective Responsibilities of KPMG UK and KPMG Australia                       
KPMG UK`s report is made solely to BHP Billiton Plc in accordance with the      
terms of KPMG UK`s engagement to assist BHP Billiton Plc in meeting the         
requirements of the DTR of the UK FSA. KPMG UK`s review has been undertaken so  
that it might state to BHP Billiton Plc those matters it is required to state   
to it in this report and for no other purpose. To the fullest extent permitted  
by law, KPMG UK does not accept or assume responsibility to anyone other than   
BHP Billiton Plc, for KPMG UK`s review work, for this report, or for the        
conclusions it has reached.                                                     
KPMG Australia has performed an independent review of the half year financial   
statements and the Directors` declaration in order to state whether, on the     
basis of the procedures described, it has become aware of any matter that       
makes KPMG Australia believe that the half year financial statements and the    
Directors` declaration are not in accordance with the Australian Corporations   
Act 2001 including: giving a true and fair view of the Group`s financial        
position as at 31 December 2010 and its performance for the half year ended on  
that date; and complying with Australian Accounting Standard AASB 134 Interim   
Financial Reporting and the Australian Corporations Regulations 2001.           
Our responsibility is to express a conclusion on the half year financial        
statements in the half year financial report based on our review.               
Scope of Review                                                                 
KPMG UK conducted its review in accordance with International Standard on       
Review Engagements (UK and Ireland) 2410 Review of Interim Financial Reports    
performed by the Independent Auditor of the Entity issued by the Auditing       
Practices Board for use in the United Kingdom.                                  
KPMG Australia conducted its review in accordance with Auditing Standard on     
Review Engagements ASRE 2410 Review of a Financial Report Performed by the      
Independent Auditor of the Entity as issued by the Australian Auditing and      
Assurance Standards Board ("ASRE 2410").  As auditor of BHP Billiton Limited,   
ASRE 2410 requires that KPMG Australia complies with the ethical requirements   
relevant to the audit of the annual financial report.                           
A review of half year financial statements consists of making enquiries,        
primarily of persons responsible for financial and accounting matters, and      
applying analytical and other review procedures.  A review is substantially     
less in scope than an audit conducted in accordance with auditing standards     
and consequently does not enable us to obtain assurance that we would become    
aware of all significant matters that might be identified in an audit.          
Accordingly, we do not express an audit opinion.                                
Independence                                                                    
In conducting its review, KPMG Australia has complied with the independence     
requirements of the Australian Corporations Act 2001.                           
Review conclusion by KPMG UK                                                    
Based on our review, nothing has come to our attention that causes us to        
believe that the condensed half year financial statements in the half year      
financial report as at and for the six months ended 31 December 2010 are not    
prepared, in all material respects, in accordance with IAS 34 Interim           
Financial Reporting, as adopted by the EU, and the DTR of the UK FSA.           
Simon Figgis                                                                    
For and on behalf of KPMG Audit Plc                                             
Chartered Accountants                                                           
London                                                                          
16 February 2011                                                                
Review conclusion by KPMG Australia                                             
Based on our review, which is not an audit, we have not become aware of any     
matter that makes us believe that the condensed half year financial statements  
and the Directors` declaration in the half year financial report of the Group   
are not in accordance with the Australian Corporations Act 2001, including:     
giving a true and fair view of the Group`s financial position as at 31          
December 2010 and of its performance for the half year ended on that date; and  
(b) complying with Australian Accounting Standard AASB 134 Interim Financial    
Reporting and the Australian Corporations Regulations 2001.                     
KPMG                                                                            
Martin Sheppard                                                                 
Partner                                                                         
Melbourne                                                                       
16 February 2011                                                                
Date: 16/02/2011 07:08:01 Produced by the JSE SENS Department.                  
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