NEWS RELEASE

Final Results of BHP's US Tender Offers

BHP announced today the final results of its US Tender Offers which formed part of a global multi-currency bond repurchase plan launched on 21 August 2017.

BHP has used its strong cash position to fund the US$2.9 billion global multi-currency bond repurchase plan. In total, BHP spent US$1.9 billion repurchasing Euro and GBP bonds and US$1.0 billion repurchasing US bonds. Early repayment of these bonds has extended BHP's average debt maturity profile and enhanced BHP's capital structure.

US Tender Offers

BHP Billiton Finance (USA) Limited (the Company), a wholly-owned subsidiary of BHP Billiton Limited, today announced the expiration of its previously announced tender offers for an aggregate purchase price (excluding accrued and unpaid interest) of up to US$1,000,000,000 (the Offer Cap) of its US$529,978,000  3.250% Senior Notes due 2021 (the 2021 Notes), its US$859,938,000 2.875% Senior Notes due 2022 (the 2022 Notes) and its US$1,500,000,000 3.850% Senior Notes due 2023 (the 2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (the Tender Offers).

The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase dated 21 August 2017 (the Offer to Purchase). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.

The Tender Offers expired at 11:59 p.m., New York City time, on 21 September 2017. As announced on 8 September 2017, the Offer Cap of US$1,000,000,000 had been reached as of the Early Tender Date of 7 September 2017.

With the completion of the Tender Offers, the Company will have repurchased an aggregate principal amount of US$923,532,000 of several series of its outstanding notes, as set out in the table below:

Legal Notices

This announcement is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities.

None of the Company, the Guarantors, the Dealer Managers or their affiliates, their respective boards of directors, the Tender and Information Agent, the Notes trustee or any of their respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the Tender Offers.

The Company has not filed this announcement or the Offer to Purchase with, and they have not been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Tender Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Tender Offers were not being made by, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, the Offer to Purchase and such documents and/or materials were not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Offer to Purchase and such documents and/or materials as a financial promotion was only being directed at and made to (i) persons who are outside the United Kingdom, (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), (iii) high net worth entities and other parties falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons) and the transactions contemplated herein were be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on the Offer to Purchase or any of its contents.

Further information on BHP can be found at: bhp.com