Operational Review Nine Months Ended 31 March 2014

BHP BILLITON OPERATIONAL REVIEW FOR THE NINE MONTHS ENDED 31 MARCH 2014

· BHP Billiton maintained strong momentum in the nine months ended March 2014 with record production achieved for four commodities and at 10 operations.

· Strong operating performance throughout the period, the relatively limited impact of the wet season and the continued ramp-up of Jimblebar underpinned record production at Western Australia Iron Ore of 163 million tonnes (100% basis). Full-year production guidance has been raised by a further five million tonnes to 217 million tonnes (100% basis).

· Queensland Coal achieved record annualised production of 69 million tonnes (100% basis) in the March 2014 quarter. A sustainable improvement in productivity and the successful ramp-up of Daunia has underpinned an increase in total metallurgical coal production guidance to 43.5 million tonnes for the 2014 financial year.

· Petroleum liquids production increased by 16% to 77 million barrels of oil equivalent for the nine months ended March 2014, underpinned by a 71% increase at Onshore US. As a result of the successful divestment of Liverpool Bay and well remediation activities in the Hawkville that are now complete, total petroleum production for the 2014 financial year is expected to be approximately 245 million barrels of oil equivalent. The overall reduction in full-year guidance has been mitigated by an increased contribution from higher-margin crude and condensate.

· Full-year copper production guidance remains unchanged at 1.7 million tonnes, with a strong June 2014 quarter anticipated.

BHP Billiton Chief Executive Officer, Andrew Mackenzie, said: "Our productivity agenda continues to deliver outstanding results, underpinning a 10 per cent(1) increase in production so far this year. Having achieved record iron ore and metallurgical coal production during the first nine months of this year, we have raised full-year guidance for both commodities. The strong contribution from our high-margin Gulf of Mexico operations and the predictability of Escondida's performance is also pleasing. We continue to expect cumulative production growth of 16 per cent(1) over the two years to the end of the 2015 financial year.

"During the period, the fourth pellet plant at Samarco achieved first production and commissioning at Caval Ridge commenced ahead of schedule. Our newest hard coking coal mine will add to our uniquely diversified and opportunity-rich portfolio of large mining and petroleum operations. Group capital and exploration expenditure remains on track to decline by 25 per cent in the 2014 financial year, before declining again next year. By maintaining strict financial discipline and a focus on our four pillars of Iron Ore, Copper, Coal and Petroleum, we continue to believe that an average rate of return of greater than 20%(2) is achievable for our major development options."

Note: Unless specified otherwise: variance analysis relates to the relative performance of BHP Billiton and/or its operations during the nine months ended March 2014 compared with the nine months ended March 2013 or the March 2014 quarter compared with the December 2013 quarter; production volumes, sales volumes and capital and exploration expenditure from subsidiaries (which include Escondida, Jimblebar, BHP Billiton Mitsui Coal and our manganese operations) are reported on a 100 per cent basis; production volumes, sales volumes and capital and exploration expenditure from equity accounted investments (which include Antamina, Samarco and Cerrejón) and other operations are reported on a proportionate consolidation basis. Abbreviations referenced in this report are explained on page 11.

Summary

BHP Billiton maintained strong momentum in the nine month period ended March 2014 with record production achieved for four commodities and at 10 operations. In total, production increased by 10 per cent(1) during the period and is expected to grow by 16 per cent(1) over the two years to the end of the 2015 financial year.

Record production at Western Australia Iron Ore (WAIO) for the nine month period was underpinned by strong operating performance, the relatively limited impact of the wet season and the continued ramp-up of Jimblebar. Despite tie-in activities associated with the commissioning of the first replacement shiploader scheduled for the June 2014 quarter, we have raised production and sales guidance for the 2014 financial year to 217 Mt (100 per cent basis). In total, we have raised production guidance for this high-margin business by 10 Mt (100 per cent basis) during the course of the year.

Metallurgical coal production for the nine month period increased by 24 per cent to a record 33 Mt and included record production at all Queensland Coal operations(3). As a result, total metallurgical coal production guidance for the full year has increased by 2.5 Mt to 43.5 Mt.

Following the successful divestment of Liverpool Bay, production guidance for the 2014 financial year has been rebased to 245 MMboe. The two per cent reduction to previous guidance also reflects lower gas and natural gas liquids production in the Hawkville area of the Eagle Ford, although planned well remediation activities have now been completed. Total Onshore US production of approximately 107 MMboe is now anticipated for the 2014 financial year and primarily reflects a lower contribution from natural gas. The overall reduction in full-year guidance has been mitigated by an increased contribution from higher-margin crude and condensate, predominantly from our Gulf of Mexico operations.

During the March 2014 quarter, the fourth pellet plant at Samarco achieved first production and commissioning at Caval Ridge commenced ahead of schedule. The Samarco Fourth Pellet Plant project will not be reported in future Operational Reviews. BHP Billiton's share of capital and exploration expenditure in the 2014 financial year is expected to decline by 25 per cent to US$16.1 billion(4), as planned.

We continued to simplify our portfolio during the period with the successful divestment of Liverpool Bay. In the last two years alone, the Group has announced or completed divestments in Australia, the United States, Canada, South Africa and the United Kingdom, including petroleum, copper, coal, mineral sands, uranium and diamonds assets. As we announced to the market on 1 April 2014, we continue to actively study the next phase of simplification, including structural options, but we will only pursue options that maximise value for BHP Billiton shareholders.

Petroleum and Potash

Production

Total petroleum production - Total petroleum production for the nine months ended March 2014 increased by three per cent to 181.3 MMboe.

Following the successful divestment of Liverpool Bay, production guidance for the 2014 financial year has been rebased to 245 MMboe. The two per cent reduction to previous guidance also reflects lower gas and natural gas liquids production in the Hawkville area of the Eagle Ford, although planned well remediation activities have now been completed. Total Onshore US production of approximately 107 MMboe is now anticipated for the 2014 financial year and primarily reflects a lower contribution from natural gas. The overall reduction in full-year guidance has been mitigated by an increased contribution from higher-margin crude and condensate, predominantly from our Gulf of Mexico operations.

Crude oil, condensate and natural gas liquids - A 16 per cent increase in liquids production for the nine months ended March 2014 was underpinned by a 71 per cent increase at Onshore US. This was supported by a doubling of production at Atlantis as volumes benefited from the start-up of a new production well in the September 2013 quarter. We expect to carry strong momentum at Atlantis into the 2015 financial year with a further two production wells scheduled for completion in the coming months.

An 84 per cent increase in liquids production at Pyrenees in the March 2014 quarter followed the completion of major planned maintenance during the December 2013 quarter and the start-up of three new production wells during the period.

Production in the Eagle Ford accelerated at the end of the March 2014 quarter and we continue to expect growth in Onshore US liquids production of approximately 75 per cent for the full-year as a significant inventory of completed wells is brought online.

Natural gas - Natural gas production for the nine months ended March 2014 declined by five per cent to 624 bcf. The successful delivery of first gas from Macedon partially offset lower seasonal demand at Bass Strait and natural field decline at Haynesville, which reflected our decision to prioritise Onshore US development drilling in the liquids-rich Black Hawk region of the Eagle Ford.

Projects

Onshore US drilling and development expenditure totalled US$3.4 billion in the nine months ended March 2014. As anticipated, the rate of expenditure reduced in the March 2014 quarter to US$1.0 billion, in-line with our planned annual investment program of approximately US$4.0 billion. Approximately 75 per cent of drilling activity occurred in the Eagle Ford, with the majority focused on our Black Hawk acreage.

Exploration and appraisal wells drilled during the quarter or in the process of drilling as at 31 March 2014.

Petroleum exploration expenditure for the nine months ended March 2014 was US$434 million, of which US$231 million was expensed. A US$600 million exploration program, largely focused on the Gulf of Mexico and Western Australia, is planned for the 2014 financial year.

Potash

We believe that Jansen is the world's best undeveloped potash resource and is likely to be one of the lowest cost sources of supply once fully developed. Investment in Jansen could underpin a potential fifth pillar of BHP Billiton, given the opportunity to develop a multi-decade, multi-mine basin in Saskatchewan.

Shaft excavation resumed in the March 2014 quarter following a thorough review of the activities completed to date. Learnings are being adopted as we continue to progress the production and service shafts in a staggered manner to mitigate risk and optimise their development. With our investment premised on the attractive longer-term market fundamentals for potash, we will continue to modulate the pace of development as we seek to time our entrance to meet market demand, thereby maximising shareholder returns.

As a result of this measured approach, the level of expenditure in the 2014 financial year is now expected to be approximately 25 per cent below prior guidance of US$800 million. While the shafts are no longer expected to be completed in the previously defined timeframe, this does not affect our US$2.6 billion budget or longer-term development plans as the shafts are not on the critical path. On the basis of our current projections for market demand, the Jansen mine could ramp-up to its theoretical design capacity of approximately 10 Mtpa in the decade beyond 2020.

Copper

Production

Copper - Total copper production for the nine months ended March 2014 increased by two per cent to 1.3 Mt. Our guidance for the 2014 financial year remains unchanged at 1.7 Mt.

Escondida copper production of 830 kt for the nine months ended March 2014 was broadly unchanged from the prior period as an increase in mill throughput and concentrator utilisation offset declining ore grades. As a result of these productivity-led gains, Escondida remains on track to produce approximately 1.1 Mt of copper in the 2014 financial year before increasing to approximately 1.3 Mt in the 2015 financial year.

Antamina achieved record copper production for the nine months ended March 2014. This was underpinned by record mining and milling throughput, and higher average ore grades in the first half of the year. Full-year copper production at Antamina is expected to be broadly unchanged from the 2013 financial year given a decline in copper ore grades in the second half of the year, consistent with the mine plan.

A seven per cent increase in copper production at Pampa Norte in the March 2014 quarter reflected improved recoveries at both Cerro Colorado and Spence. Full-year copper production at Pampa Norte is expected to be broadly unchanged from the 2013 financial year.

Olympic Dam copper production for the nine months ended March 2014 increased by 10 per cent and was underpinned by record mining and hoisting rates. Planned maintenance is expected to impact the smelter over a 20-day period in the June 2014 quarter. Full-year copper production at Olympic Dam is expected to be broadly unchanged from the 2013 financial year.

Lead/silver - Lead and silver production for the nine months ended March 2014 decreased by four per cent as record material mined was offset by lower average ore grades at Cannington, consistent with the mine plan. Antamina achieved record silver production for the period.

Zinc - Total zinc production for the nine months ended March 2014 was broadly unchanged from the prior period.

Uranium - Uranium production for the nine months ended March 2014 was broadly unchanged from the prior period.

Projects

Major increase in Mineral Resource at Escondida

BHP Billiton today announced a 28 per cent increase in the Mineral Resource at Escondida compared to a previous estimate as at 30 June 2013. The increase largely reflects the inclusion of 46 km of in-fill drilling that has continued to delineate the Escondida Este deposit, which is adjacent to the Escondida mine.

The Escondida Mineral Resource estimate includes the Escondida and Escondida Norte deposits that jointly provide ore feed to a concentrator and heap leach processing complex. The neighbouring deposits are centred on Eocene-aged feldspar porphyry bodies intruded into Palaeozoic and Mesozoic rhyolite and andesite volcanic units. Vertically extensive hypogene mineralisation (chalcopyrite with or without bornite) has been overprinted by sub-horizontal high-grade supergene enrichment (chalcocite with or without covellite). Oxidised brochantite with or without chalcocite occurs above the supergene enrichment zone.

Mineral Resource estimates are largely based on 2 m samples obtained from diamond HQ and NQ diameter core (DDH) drill holes and a lesser quantity of 5.5 inch Reverse Circulation (RC) holes. The most recent estimate is based on approximately 2,300 km of drilling in 7,400 holes.

Core samples are hydraulically split and RC chips are riffle split. Samples are crushed to 90 per cent minus 10 mesh and pulverised to 95 per cent minus 150 mesh. Pulps (200 grams) are analysed by 3-acid digestion for total copper, iron and arsenic with Atomic Absorption (AA) measurement. Acid soluble copper is analysed by sulphuric acid digestion and measured by AA.

Estimation is performed by ordinary kriging using search criteria consistent with a geostatistical model separately developed for numerous ore constituents according to the appropriate geological controls. Mineral Resources have been classified considering the spatial distribution and density of drill holes, geological framework and copper grade continuity (Table 1).

The cut-off grade used to differentiate waste from mineralisation is 0.30 per cent total copper for the Sulphide and Mixed resources whereas the Oxide resources are reported above 0.20 per cent acid soluble copper. These cut-off grades are based on break-even economic analysis and assumed open-pit extraction and concentrator or heap leach processing.

Mineral Resources (100%)(5)

Additional information is contained in Appendix 1.

Iron Ore

Production

Iron ore - Iron ore production for the nine months ended March 2014 increased by 21 per cent to a record 147 Mt and included a 23 per cent increase in WAIO production. This record result was underpinned by strong operating performance, the relatively limited impact of the wet season and the continued ramp-up of Jimblebar. The significant improvement in equipment and labour productivity achieved during the period will also enable Orebody 18, the last of our contractor-run sites, to transition to be owner-operated early in the 2015 financial year.

Despite tie-in activities associated with the commissioning of the first replacement shiploader scheduled for the June 2014 quarter, we have raised production and sales guidance for the 2014 financial year to 217 Mt (100 per cent basis). In total, we have raised production guidance for this high-margin business by 10 Mt (100 per cent basis) during the course of the year.

The ramp-up of phase one capacity at Jimblebar to 35 Mtpa (100 per cent basis) is expected to be completed by the end of the 2015 financial year. Longer term, a low-cost option to expand Jimblebar to 55 Mtpa (100 per cent basis) and the broader debottlenecking of the supply chain are expected to underpin further capital-efficient growth in capacity to approximately 260 Mtpa to 270 Mtpa (100 per cent basis).

Samarco production of 4.6 Mt (100 per cent basis) in the March 2014 quarter was affected by tie-in activities associated with the Fourth Pellet Plant project, which achieved first production during the period.

Total iron ore production for the 2014 financial year is now expected to be 197 Mt.

Projects

Coal

Production

Metallurgical coal - Metallurgical coal production for the nine months ended March 2014 increased by 24 per cent to a record 33 Mt. This strong result reflected the successful ramp-up of Daunia and record production at all Queensland Coal operations(3).

Queensland Coal achieved annualised production of 69 Mt (100 per cent basis) in the March 2014 quarter as a sustainable increase in truck and wash-plant utilisation rates supported an overall improvement in performance. A longwall move at the Broadmeadow mine is scheduled for the June 2014 quarter.

Illawarra Coal production increased by four per cent from the December 2013 quarter as the Dendrobium mine recovered from an extended outage. Longwall moves at the Appin and West Cliff mines are scheduled for the June 2014 quarter.

Continued strong performance at Queensland Coal has underpinned an increase in total metallurgical coal production guidance to 43.5 Mt for the 2014 financial year.

Energy coal - Energy coal production of 55 Mt for the nine months ended March 2014 was broadly unchanged from the prior period. Record production at our New South Wales Energy Coal and Cerrejón assets was offset by reduced customer demand for our Navajo Coal product and lower production at BECSA. The decline in production at BECSA reflected the impact of adverse weather conditions on our operations and extended outages at both a local utility and the Richards Bay Coal Terminal.

Total energy coal production guidance for the 2014 financial year remains unchanged at 73 Mt.

Projects

Aluminium, Manganese and Nickel

Production

Alumina - Alumina production for the nine months ended March 2014 increased by seven per cent to 3.9 Mt and included records at both the Worsley and Alumar refineries. While two planned calciner outages at Worsley constrained production during the March 2014 quarter, volumes are expected to recover as the refinery processes stockpiled hydrate in future periods.

Aluminium - Aluminium production for the nine months ended March 2014 increased by three per cent to 898 kt and included record production at Hillside. However, challenging conditions in the aluminium industry continue to persist. As a result, capacity at Alumar will be curtailed by 58 ktpa (BHP Billiton share) in the June 2014 quarter. This follows the suspension of 45 ktpa (BHP Billiton share) of capacity at Alumar in the September 2013 quarter.

In January 2014, BHP Billiton commenced formal stakeholder consultation regarding the proposed cessation of aluminium smelting activities and associated services at Bayside from the end of June 2014. The Bayside cast house will be supplied by our Hillside smelter as we continue to assess its future.

Manganese ores - Manganese ore production for the nine months ended March 2014 decreased by four per cent to 6.0 Mt. Higher than usual rainfall at GEMCO which impacted feed rates and yields, and planned maintenance in South Africa, led to an 18 per cent decline in production in the March 2014 quarter.

Manganese alloys - Manganese alloy volumes increased by nine per cent from the nine months ended March 2013, which was affected by the temporary suspension of operations at TEMCO.

Nickel - Nickel production for the nine months ended March 2014 was broadly unchanged from the prior period, despite planned maintenance at both Cerro Matoso and the Nickel West Kwinana refinery in the March 2014 quarter.

On 31 October 2013, production at the Nickel West Leinster Perseverance underground mine was suspended following a significant seismic event. A subsequent review of the incident determined it was unsafe to resume operations. The Rocky's Reward open-cut mine, near Leinster, will provide a temporary alternative ore supply to the integrated Nickel West asset. As a result, total saleable nickel production at Nickel West in the 2014 financial year is expected to remain broadly unchanged from the previous year, before declining by approximately 10 per cent in the 2015 financial year.

Minerals exploration

Minerals exploration expenditure in the nine months ended March 2014 was US$282 million, of which US$242 million was expensed. Greenfield minerals exploration is predominantly focused on advancing copper targets within Chile and Peru.

This report represents the Interim Management Statement for the purposes of the UK Listing Authority's Disclosure and Transparency Rules. There have been no significant changes in the financial position of the Group in the quarter ended 31 March 2014.

1 Refers to copper equivalent production based on average realised product prices for the 2013 financial year, as disclosed in the 2013 Annual Report.

2 Ungeared, after tax, nominal dollars.

3 Excludes the Gregory open-cut operation which ceased production on 10 October 2012.

4 Represents the share of capital and exploration expenditure (on an accruals basis) attributable to BHP Billiton shareholders. Includes BHP Billiton proportionate share of equity accounted investments; excludes non-controlling interests and capitalised deferred stripping.

5 Competent Persons - L. Soto (MAusIMM), M. Cortes, (MAusIMM).

The statement of Mineral Resources is presented on a 100 per cent basis, represents an estimate as at 31 March 2014, and is based on information compiled by the above named Competent Persons. Mr. Soto and Mr. Cortes are full time employees of Minera Escondida Ltda., are members of The Australasian Institute of Mining and Metallurgy, and 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 Competent Persons as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr. Soto and Mr. Cortes consent to the inclusion in the report of the matters based on their information in the form and context in which it appears.

6 The change in Mineral Resource from the statement as at 30 June 2013, apart from depletion due to production, is mostly due to a revised estimate stemming from an additional 303 km drilling, including 46 km of development drilling in the area known as Escondida Este. The new data also includes 106 km of drilling in the Pampa Escondida deposit to improve understanding of the transition zone between the deposits. In-fill drilling has enabled reclassification of Inferred to Indicated Resource and Indicated to Measured Resource.

7 Excludes announced pre-commitment funding.

The following abbreviations have been used throughout this report: billion cubic feet (bcf); grams per tonne (g/t); kilograms per tonne (kg/t); kilometre (km); metre (m); million barrels of oil equivalent (MMboe); million cubic feet per day (MMcf/d); million tonnes (Mt); million tonnes per annum (Mtpa); per cent total copper (%TCu); standard cubic feet (scf); thousand barrels of oil equivalent (Mboe); thousand ounces (koz); thousand tonnes (kt); thousand tonnes per day (ktpd); tonnes (t).

Further information on BHP Billiton can be found at: www.bhpbilliton.com

Throughout this report figures in italics indicate that this figure has been adjusted since it was previously reported.

(1) LPG and ethane are reported as Natural Gas Liquid (NGL). Product-specific conversions are made and NGL is reported in barrels of oil equivalent (boe).

(2) Metal production is reported on the basis of payable metal.

(3) Shown on 100% basis following the application of IFRS 10 which came into effect from 1 July 2013. BHP Billiton interest in saleable production is 57.5%.

(4) Includes Cerro Colorado and Spence.

(5) Iron ore production is reported on a wet tonnes basis.

(6) Newman includes Mt Newman Joint Venture and Wheelarra.

(7) Shown 100% basis. BHP Billiton interest in saleable production is 85%.

(8) Metallurgical coal production is reported on the basis of saleable product. Production figures include some thermal coal.

(9) Shown on 100% basis. BHP Billiton interest in saleable production is 80%.

(10) Shown on 100% basis. BHP Billiton interest in saleable production is 90%.

(11) Shown on 100% basis. BHP Billiton interest in saleable production is 60%, except Hotazel Manganese Mines which is 44.4%.

(12) Production includes Medium Carbon Ferro Manganese.

(1) Other Australia includes Minerva and Macedon. Macedon achieved first production in August 2013.

(2) Gulf of Mexico volumes are net of royalties.

(3) Onshore US volumes are net of mineral holder royalties.

(4) Other Americas includes Neptune, Genesis and Overriding Royalty Interest.

(5) UK includes Bruce/Keith and Liverpool Bay. BHP Billiton completed the sale of its 46.1% operated interest in Liverpool Bay on 31 March 2014.

(6) Total boe conversions are based on 6,000 scf of natural gas equals 1 boe.