Annual Report 2018 Our Charter The Annual Report 2018 is available online at bhp.com. BHP Billiton Limited. ABN 49 004 028 077. Registered in Australia. in section 5.1 of this Annual Report, unless stated otherwise. Those terms Registered office: 171 Collins Street, Melbourne, Victoria 3000, Australia. do not include non-operated assets. BHP Billiton Plc. Registration number 3196209. Registered in England and Wales. Registered office: Nova South, 160 Victoria Street London This Annual Report covers BHP’s assets (including those under exploration, SW1E 5LB United Kingdom. Each of BHP Billiton Limited and BHP Billiton Plc projects in development or execution phases, sites and closed operations) is a member of the Group, which has its headquarters in Australia. that have been wholly owned and/or operated by BHP and assets that (1) BHP is a Dual Listed Company structure comprising BHP Billiton Limited have been owned as a joint venture operated by BHP (referred to in this and BHP Billiton Plc. The two entities continue to exist as separate Report as ‘assets’, ‘operated assets’ or ‘operations’) during the period from companies but operate as a combined group known as BHP. 1 July 2017 to 30 June 2018. Our Marketing and Supply business and our functions are also included. The headquarters of BHP Billiton Limited and the global headquarters of the combined Group are located in Melbourne, Australia. The headquarters BHP also holds interests in assets that are owned as a joint venture but of BHP Billiton Plc are located in London, United Kingdom. Both companies not operated by BHP (referred to in this Annual Report as ‘non-operated have identical Boards of Directors and are run by a unified management joint ventures’ or ‘non-operated assets’). Notwithstanding that this Annual team. Throughout this publication, the Boards are referred to collectively Report may include production, financial and other information from as the Board. Shareholders in each company have equivalent economic non-operated assets, non-operated assets are not included in the and voting rights in the Group as a whole. BHP Group and, as a result, statements regarding our operations, assets and values apply only to our operated assets unless stated otherwise. In this Annual Report, the terms ‘BHP’, ‘Group’, ‘BHP Group’, ‘our business’, ‘Company’, ‘organisation’, ‘we’, ‘us’, ‘our’ and ‘ourselves’ refer to BHP Billiton (1) References in this Annual Report to a ‘joint venture’ are used for convenience to collectively describe assets that are not wholly owned by Limited, BHP Billiton Plc and, except where the context otherwise BHP. Such references are not intended to characterise the legal relationship requires, their respective subsidiaries as defined in note 27 ‘Subsidiaries’ between the owners of the asset. Contents 1 Strategic Report 4 Directors’ Report 1.1 Chairman’s Review 4 4.1 Review of operations, principal activities and state of aff airs 149 1.2 Chief Executive Off icer’s Report 5 4.2 Share capital and buy-back programs 150 1.3 BHP at a glance: FY2018 performance summary 6 4.3 Results, financial instruments and going concern 150 BHP at a glance: What we do 8 4.4 Directors 150 1.4 About BHP 9 4.5 Remuneration and share interests 151 1.5 Our performance 16 4.6 Secretaries 151 1.6 Our operating environment 21 4.7 Indemnities and insurance 151 1.7 People 36 4.8 Employee policies 152 1.8 Samarco 41 4.9 Corporate governance 152 1.9 Sustainability 44 4.10 Dividends 152 1.10 Our businesses 54 4.11 Auditors 152 1.11 Summary of financial performance 69 4.12 Non-audit services 153 1.12 Performance by commodity 83 4.13 Political donations 153 1.13 Other information 93 4.14 Exploration, research and development 153 4.15 ASIC Instrument 2016/191 153 2 Governance at BHP 4.16 Proceedings on behalf of BHP Billiton Limited 153 2.1 Governance at BHP 96 4.17 Performance in relation to environmental regulation 153 2.2 Board of Directors and Executive Leadership Team 98 4.18 Share capital, restrictions on transfer of shares and 2.3 Shareholder engagement 103 other additional information 153 2.4 Role and responsibilities of the Board 104 2.5 Board membership 106 5 Financial Statements 2.6 Chairman 106 5.1 Consolidated Financial Statements 155 2.7 Renewal and re-election 106 5.2 BHP Billiton Plc 211 2.8 Director skills, experience and attributes 107 5.3 Directors’ declaration 223 2.9 Director induction, training and development 109 5.4 Statement of Directors’ responsibilities in respect 2.10 Independence 110 of the Annual Report and the Financial Statements 224 2.11 Board evaluation 111 5.5 Lead Auditor’s Independence Declaration under 2.12 Board meetings and attendance 112 Section 307C of the Australian Corporations Act 2001 225 2.13 Board committees 112 5.6 Independent Auditors’ reports 226 2.14 Risk management governance structure 122 5.7 Supplementary oil and gas information – unaudited 232 2.15 Management 123 2.16 Our conduct 124 6 Additional information 2.17 Market disclosure 124 6.1 Information on mining operations 238 2.18 Remuneration 124 6.2 Production 247 2.19 Directors’ share ownership 124 6.3 Resources and Reserves 250 2.20 Conformance with corporate governance standards 125 6.4 Major projects 272 2.21 Additional UK disclosure 125 6.5 Legal proceedings 273 3 Remuneration Report 6.6 Glossary 276 3.1 Annual statement by the Remuneration 7 Shareholder information Committee Chairman 128 7.1 History and development 283 3.2 Remuneration policy report 130 7.2 Markets 283 3.3 Annual report on remuneration 136 7.3 Organisational structure 283 7.4 Material contracts 285 7.5 Constitution 285 7.6 Share ownership 289 7.7 Dividends 291 7.8 Share price information 292 7.9 American Depositary Receipts fees and charges 293 7.10 Government regulations 293 7.11 Ancillary information for our shareholders 296 Forward looking statements This Annual Report contains forward looking statements, including statements Except as required by applicable regulations or by law, BHP does not undertake regarding trends in commodity prices and currency exchange rates; demand to publicly update or review any forward looking statements, whether as a for commodities; production forecasts; plans, strategies and objectives result of new information or future events. of management; closure or divestment of certain assets, operations or Past performance cannot be relied on as a guide to future performance. facilities (including associated costs); anticipated production or construction Agreements for sale of Onshore US commencement dates; capital costs and scheduling; operating costs; anticipated productive lives of projects, mines and facilities; provisions On 27 July 2018, BHP announced it had entered into agreements for the sale and contingent liabilities; and tax and regulatory developments. of its entire interests in the Eagle Ford, Haynesville, Permian and Fayetteville Onshore US oil and gas assets for a combined base consideration of Forward looking statements may be identified by the use of terminology US$10.8 billion, payable in cash. BP America Production Company, a wholly including, but not limited to, ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, owned subsidiary of BP Plc, has agreed to acquire 100% of the issued share ‘plan’, ‘believe’, ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’ or similar words. capital of Petrohawk Energy Corporation, the BHP subsidiary which holds These statements discuss future expectations concerning the results the Eagle Ford, Haynesville and Permian assets, for a consideration of of assets or financial conditions, or provide other forward looking information. US$10.5 billion (less customary completion adjustments). MMGJ Hugoton III, These forward looking statements are not guarantees or predictions of future LLC, a company owned by Merit Energy Company, has agreed to acquire performance and involve known and unknown risks, uncertainties and other 100% of the issued share capital of BHP Billiton Petroleum (Arkansas) Inc. factors, many of which are beyond our control and which may cause actual and 100% of the membership interests in BHP Billiton Petroleum (Fayetteville) results to differ materially from those expressed in the statements contained LLC, which hold the Fayetteville assets, for a total consideration of US$0.3 billion in this Annual Report. Readers are cautioned not to put undue reliance on (less customary completion adjustments). Both sales are subject to the forward looking statements. satisfaction of customary regulatory approvals and conditions precedent. For example, our future revenues from our assets, projects or mines described For IFRS accounting purposes, Onshore US is treated as Discontinued in this Annual Report will be based, in part, on the market price of the minerals, operations in BHP’s Financial Statements. Unless otherwise stated, information metals or petroleum products produced, which may vary significantly from in section 5 of this Annual Report has been presented on a Continuing current levels. These variations, if materially adverse, may affect the timing operations basis to exclude the contribution from Onshore US assets. Details or the feasibility of the development of a particular project, the expansion of the contribution of Onshore US assets to the Group’s results are disclosed of certain facilities or mines, or the continuation of existing assets. in note 26 ‘Discontinued operations’ in section 5. All other information in this Other factors that may affect the actual construction or production Annual Report relating to