Annual Report 2019 - BHP

1 AnnualReport2019 Our PurposeTo bring people and resources together to build a better StrategyOur strategy is to have the best capabilities, best commodities and best assets, to create long-term value and high are BHP, a leading global resources ValuesSustainability Putting health and safety first, being environmentally responsible and supporting our Doing what is right and doing what we say we will Embracing openness, trust, teamwork, diversity and relationships that are mutually Achieving superior business results by stretching our Focusing our efforts on the things that matter Defining and accepting responsibility and delivering on our are successful when:Our people start each day with a sense of purpose and end the day with a sense of teams are inclusive and communities, customers and suppliers value their relationships with asset portfolio is world-class and sustainably operational discipline and financial strength enables our future shareholders receive a superior return on their Mackenzie Chief Executive Officer Our CharterMay 2019 BHP Group Limited.

2 ABN 49 004 028 077. Registered in Australia. Registered office: 171 Collins Street, Melbourne, Victoria 3000, Australia. BHP Group Plc. Registration number 3196209. Registered in England and Wales. Registered office: Nova South, 160 Victoria Street London SW1E 5LB United Kingdom. Each of BHP Group Limited and BHP Group Plc is a member of the Group, which has its headquarters in Australia. BHP is a Dual Listed Company structure comprising BHP Group Limited and BHP Group Plc. The two entities continue to exist as separate companies but operate as a combined group known as headquarters of BHP Group Limited and the global headquarters of the combined Group are located in Melbourne, Australia. The headquarters of BHP Group Plc are located in London, United Kingdom. Both companies have identical Boards of Directors and are run by a unified management team.

3 Throughout this publication, the Boards are referred to collectively as the Board. Shareholders in each company have equivalent economic and voting rights in the Group as a this Annual Report , the terms BHP , the Company , the Group , our business , organisation , we , us , our and ourselves refer to BHP Group Limited, BHP Group Plc and, except where the context otherwise requires, their respective subsidiaries as defined in note 13 Related undertaking of the Group in section of this Report . Those terms do not include non-operated Annual Report covers BHP s assets (including those under exploration, projects in development or execution phases, sites and closed operations) that have been wholly owned and/or operated by BHP and that have been owned as a joint venture(1) operated by BHP (referred to in this Report as assets , operated assets or operations ) during the period from 1 July 2018 to 30 June 2019 .

4 Our functions are also also holds interests in assets that are owned as a joint venture but not operated by BHP (referred to in this Annual Report as non-operated joint ventures or non-operated assets ). Notwithstanding that that this Annual Report may include production, financial and other information from non-operated assets, non-operated assets are not included in the BHP Group and, as a result, statements regarding our operations, assets and values apply only to our operated assets unless stated otherwise.(1) References in this Annual Report to a joint venture are used for convenience to collectively describe assets that are not wholly owned by BHP. Such references are not intended to characterise the legal relationship between the owners of the asset. The Annual Report 2019 is available online at Strategic Chairman s Review Chief Executive Off icer s Report BHP at a glance: FY2019 performance summary 6 BHP at a glance.

5 What we do About BHP Our performance Our operating environment Samarco Tailings dams People Sustainability Our businesses Summary of financial performance Performance by commodity Other information 1032 Governance at BHP Governance at BHP Board of Directors and Executive Leadership Team Shareholder engagement Role and responsibilities of the Board Board membership Chairman Renewal and re-election Director skills, experience and attributes Director induction, training and development Independence Board evaluation Board meetings and attendance Board committees Risk management governance structure Management Our conduct Market disclosure Remuneration Directors share ownership Conformance with corporate governance standards Additional UK disclosure 1353 Remuneration Annual statement by the Remuneration Committee Chairman Remuneration policy Report Annual Report on remuneration 1504 Directors Review of operations, principal activities and state of aff airs Share capital and buy-back programs Results.

6 Financial instruments and going concern Directors Remuneration and share interests Secretaries Indemnities and insurance Employee policies Corporate governance Dividends Auditors Non-audit services Political donations Exploration, research and development ASIC Instrument 2016/191 Proceedings on behalf of BHP Group Limited Performance in relation to environmental regulation Share capital, restrictions on transfer of shares and other additional information 1685 Financial Consolidated Financial Statements BHP Group Plc Directors declaration Statement of Directors responsibilities in respect of the Annual Report and the Financial Statements Lead Auditor s Independence Declaration under Section 307C of the Australian Corporations Act 2001 Independent Auditors reports Supplementary oil and gas information unaudited 2486 Additional Information on mining operations Production Resources and Reserves Major projects Climate change data Legal proceedings Glossary 2977 Shareholder History and development Markets Organisational structure Material contracts

7 Constitution Share ownership Dividends American Depositary Receipts fees and charges Government regulations Ancillary information for our shareholders 316 Forward looking statementsThis Annual Report contains forward looking statements, including statements regarding trends in commodity prices and currency exchange rates; demand for commodities; production forecasts; plans, strategies and objectives of management; closure or divestment of certain assets, operations or facilities (including associated costs); anticipated production or construction commencement dates; capital costs and scheduling; operating costs; anticipated productive lives of projects, mines and facilities; provisions and contingent liabilities; and tax and regulatory looking statements may be identified by the use of terminology including, but not limited to, intend , aim , project , anticipate , estimate , plan , believe , expect , may , should , will , continue or similar words.

8 These statements discuss future expectations concerning the results of assets or financial conditions, or provide other forward looking 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 Annual Report . Readers are cautioned not to put undue reliance on forward looking example, our future revenues from our assets, projects or mines described in this Annual Report will be based, in part, on the market price of the minerals, metals or petroleum products produced, which may vary significantly from current levels. These variations, if materially adverse, may affect the timing or the feasibility of the development of a particular project, the expansion of certain facilities or mines, or the continuation of existing factors that may affect the actual construction or production commencement dates, costs or production output and anticipated lives of assets, mines or facilities include: our ability to profitably produce and transport the minerals, petroleum and/or metals extracted to applicable markets; the impact of foreign currency exchange rates on the market prices of the minerals, petroleum or metals we produce.

9 Activities of government authorities in the countries where we are exploring or developing projects, facilities or mines, including increases in taxes, changes in environmental and other regulations and political uncertainty; labour unrest; and other factors identified in the risk factors set out in section as required by applicable regulations or by law, BHP does not undertake to publicly update or review any forward looking statements, whether as a result of new information or future performance cannot be relied on as a guide to future for sale of Onshore USOn 28 September 2018, BHP completed the sale of 100 per cent of the issued share capital of BHP Billiton Petroleum (Arkansas) Inc. and 100 per cent of the membership interests in BHP Billiton Petroleum (Fayetteville) LLC, which held the Fayetteville assets, for a gross cash consideration of US$ 31 October 2018, BHP completed the sale of 100 per cent of the issued share capital of Petrohawk Energy Corporation, the BHP subsidiary which held the Eagle Ford (being Black Hawk and Hawkville), Haynesville and Permian assets, for a gross cash consideration of US$ billion (net of preliminary customary completion adjustments of US$ billion).

10 While the effective date at which the right to economic profits transferred to the purchasers was 1 July 2018, the Group continued to control the Onshore US assets until the completion dates of their respective transactions. In addition, the Group provided transitional services to the buyer, which ceased in July IFRS accounting purposes, Onshore US is treated as Discontinued operations in BHP s Financial Statements. Unless otherwise stated, information in section 5 has been presented on a Continuing operations basis to exclude the contribution from Onshore US assets. Details of the contribution of Onshore US assets to the Group s results are disclosed in note 27 Discontinued operations in section 5. All other information in this Annual Report (other than FY2019 safety performance data) relating to the Group has been presented on a Continuing and Discontinued operations basis to include the contribution from Onshore US assets prior to completion of their sale, unless otherwise stated.