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ANNUAL REPORT 2019 OUR PURPOSE WHO WE ARE Our purpose is to make a South32 is a globally diversifi ed mining and metals company. We produce di erence by developing natural bauxite, alumina, aluminium, energy and metallurgical coal, manganese, resources, improving people’s nickel, silver, lead and zinc at our operations in Australia, Southern Africa and lives now and for generations South America. We are also the owner of a high grade zinc, lead and silver to come. We are trusted by our development option in North America and have several partnerships with owners and partners to realise the junior explorers with a bias to base metals. potential of their resources. OUR VALUES Care Trust Togetherness Excellence We care about people, We deliver on our We value di erence and We are courageous and the communities we’re commitments and rely we openly listen and share, challenge ourselves to be a part of and the world on each other to do knowing that together the best in what matters. we depend on. the right thing. we are better. This Annual Report is a summary of the operations, activities and CONTENTS performance of South32 Limited (ABN 84 093 732 597) and its controlled entities and joint arrangements for the year ended 30 June 2019 and its fi nancial position as at 30 June 2019. Our company 1 South32 Limited is the parent company of the South32 Group of Board of Directors 11 companies. In this report, unless otherwise stated, references to South32, the South32 Group, the Company, we, us and our, refer to South32 Lead Team 15 Limited and its controlled entities and joint arrangements, as a whole. South32 Limited shares trade on the ASX, JSE and LSE under the listing Risk management 18 code of S32. MonetaryMetrics describing amounts sustainabilityin this document and HSECare reported performance in US dollars,apply to unless Operating and fi nancial review 22 otherwiseoperated assetsstated. that have been wholly owned and operated by South32, Resources and reserves 40 Metricsor that havedescribing been operatedsustainability by South32 and HSEC in aperformance joint venture apply operation, to from operated1 July 2018 assets to 30 that June have 2019. been South32’s wholly GRIowned Navigator and operated and Sustainability by South32, Remuneration report 50 ordata that tables have are been available operated at www.south32.net by South32 in a joint. venture operation, from Directors’ report 72 Forward-looking1 July 2018 to 30 Junestatements 2019. South32’s GRI Navigator and Sustainability data tables are available at www.south32.net. This report contains forward-looking statements. Please refer to page 36, Financial report 77 Forward-lookingwhich contains a notice statements in respect of these statements. Shareholder information 132 Non-IFRSThis report contains forward-looking statements. Please refer to page 36, which contains a notice in respect of these statements. This report includes certain non-IFRS fi nancial measures, including Glossary of terms and abbreviations 135 Non-IFRSunderlying measures of earnings, e ective tax rate, returns on invested Corporate directory 141 Thiscapital, report cash includes fl ow and certain net debt. non-IFRS For an fi nancialexplanation measures, of how including South32 uses underlyingnon-IFRS measures, measures see of earnings,page 22. eThe ective meanings tax rate, of individualreturns on non-IFRS invested capital,measures cash used fl ow in andthis netreport debt. are For set an out explanation in the Glossary of how on South32 page 137. uses non-IFRSNon-IFRS measures,measures shouldsee page not 22. be The considered meanings as ofalternatives individual non-IFRSto an IFRS See the rest of our 2019FY19 annualannual reportingreporting suitesuite at at www.south32.net www.south32.net. measuresmeasure of used profi intability, this report fi nancial are performanceset out in the or Glossary liquidity. on page 137. Non-IFRSFor information measures or to should contact not South32, be considered visit www.south32.net as alternatives. to an IFRS measure of profi tability, fi nancial performance or liquidity. For information or to contact South32, visit www.south32.net. CORPORATE OUR APPROACH TAX TRANSPARENCY GOVERNANCE TO CLIMATE CHANGE AND PAYMENTS TO STATEMENT 2019 GOVERNMENTS REPORT 2019 2019 ■ Corporate Governance Statement Our corporate governance practices and a description of our approach to promoting responsible and ethical behaviour. ■ Our Approach to Climate Change Climate-related risk and opportunities reported in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures. ■ Tax Transparency and Payments to Governments Report All payments to governments which meets the requirements of mandatory and voluntary disclosure initiatives. ■ FY19 Sustainability Performance Report Printed copies of this Annual Report will only be posted to those shareholders who have requested a printed copy. Other shareholders are ■ Our Approach to Water Stewardship notifi ed when the Annual Report becomes available and given details of where to access it electronically. ■ Modern Slavery Statement (November 2019) OUR COMPANY YEAR AT A GLANCE 12% 981 17.3 reduction US$ million US$ million Total recordable injury frequency Paid in taxes and royalties Community investment(1) 26% 2,197 504 reduction US$ million US$ million Total recordable illness frequency Underlying EBITDA(2) Net cash balance(2) 481 281 9% US$ million US$ million below Dividends returned in respect On-market share buy-back Our Scope 1 Greenhouse gas of FY19 emissions FY15 baseline(3) (1) Community investment consists of cash, in-kind support and administrative costs and includes donations and investments of funds in the broader community. (2) This is a non-IFRS measure. For an explanation of how South32 uses non-IFRS measures, see page 22 of this Report. (3) Our short-term carbon emission reduction target is to stay below our FY15 Scope 1 carbon emission baseline in FY21. SOUTH32 > ANNUAL REPORT 2019 > OUR COMPANY 1 OUR COMPANY FROM OUR CHAIR On behalf of the Board, I am allocated to our on-market share buy-back reports our progress towards emissions pleased to present our 2019 program and US$85 million returned in the reduction and the resilience of our form of a special dividend. The increase portfolio in a low-carbon world. Annual Report, my fi rst as Chair. in our capital management program by Lately, there has been much commentary US$250 million to US$1.25 billion refl ects on corporate culture, particularly in the South32 was fortunate to have David our disciplined approach to capital fi nancial services sector in Australia. We Crawford as its inaugural Chair. David management and positive outlook for believe this commentary contains lessons worked tirelessly to ensure South32 was the business. for all of us in how we approach our role well positioned for life as an independent The Board declared a fully franked fi nal as Directors. First and foremost is the global resources company. Working with dividend of US 2.8 cents per share, appointment of the right Chief Executive the Board and Chief Executive Offi cer, bringing the full year dividend to and a competent and capable leadership Graham Kerr, he led the development US 7.9 cents per share. team, whose work is underpinned by of the Company’s purpose and strategy, the right values that are clearly set, underpinned by its values of care, trust, We were saddened by the signifi cant loss communicated and reinforced. In this, togetherness and excellence. of life and the immense environmental damage caused by the failure of the we’re well served, but equally, not His extensive experience in business, tailings storage facility at Brumadinho in complacent. From our purpose and our particularly in the resources sector, Brazil. We’ve supported the work of the strategy, to our reward frameworks, we’re served the Company well in its formative International Council on Mining and Metals as committed to how we achieve our goals years. David’s focus on shareholder to develop an international standard for as we are to the goals themselves. value is evident, as is the role he played safe tailings management. In June, we in protecting the interests of the Over the past four years, South32 has released our Tailings Storage Facilities communities where we operate. On behalf delivered a total shareholder return of Management Report. We compiled of our shareholders and our people, I 84 per cent, which has exceeded both the this in line with the Investor Mining and thank him for his service. sector index and the world index (Morgan Tailings Safety Initiative, and it details our Stanley Capital International). We will approach to tailings management. The 2019 fi nancial year marked a continue to focus on improving return on turning point for South32. We The Board is committed to invested capital and prioritising a strong completed the acquisition making regular visits to balance sheet to ensure we remain in of Arizona Mining, our operations and control through economic cycles. acquired a offi ces around the 50 per cent interest There will be no shortage of challenges for world to engage in the Eagle Downs our company and our sector as we grapple Over the past four years, with our people. Metallurgical with the economic and geopolitical South32 has delivered a During the year, we Coal project, and realities of our time. The Board is confi dent visited operations progressed the total shareholder return that our people, led by Graham and his and offi ces in South divestment of South of 84 per cent team, are well equipped to respond and Africa, Singapore, Africa Energy Coal. contribute to South32’s ongoing success. the United States These decisions play and Australia. In each On behalf of the Board, I would like to an important part in of these places, we were thank our shareholders and every one reshaping and improving pleased to see a strong of the South32 team for their ongoing our portfolio to promote long- commitment to the safety of our support.