BHP(US:BHP)2025-08-22 10:06Chair's review The Chair's review highlights BHP's 140-year history, strong FY2025 performance, commitment to shareholder returns, and strategic shift towards future-facing commodities - The Chair's review emphasizes BHP's 140-year history of stability and resilience amidst global uncertainty, highlighting the company's clear strategy, strong performance in FY2025, and commitment to rewarding shareholders through disciplined capital allocation424445 - The review also underscores the strategic portfolio shift towards future-facing commodities like copper and potash, which are essential for global development, decarbonization, and digitalization424445 FY2025 Shareholder Returns | Metric | Value | | :--- | :--- | | FY2025 Total Dividends | 110 US cents per share | | Total Distribution to Shareholders | US$5.6 billion | | Total Dividends (Past 5 Years) | > US$50 billion | - BHP is strategically positioning its portfolio for future growth by increasing exposure to commodities needed for decarbonization and rising living standards, such as copper and potash, while maintaining its lead as the lowest-cost major iron ore producer495152 Chief Executive Officer's review The CEO's review details strong FY2025 operational and financial performance, progress in copper and potash growth, improved safety, and strategic adjustments including an optimized net debt target - The CEO's review highlights a strong year of safe operational and financial performance in FY2025, with significant progress in copper and potash growth options5859 - Key achievements include improved safety metrics, record production in copper and iron ore, and reaching gender balance goals5859 - The review also addresses challenges, such as cost revisions at the Jansen potash project, and outlines strategic adjustments, including an optimized net debt target to support future growth5859 FY2025 Operational Highlights | Commodity | Achievement | | :--- | :--- | | Copper | Production exceeded 2 million tonnes for the first time, a 28% increase since FY2022 | | Iron Ore (WAIO) | Achieved record production and maintained its position as the world's lowest-cost major producer for the sixth consecutive year | | Steelmaking Coal | Increased production at BMA (excluding divested mines) through improved productivity | - BHP has reshaped its portfolio, with copper now contributing 45% of EBITDA in FY2025, reflecting a strategic focus on future-facing commodities7274 - The company has also optimized its net debt target range to US$10 billion to US$20 billion to support its growth agenda7274 - The Jansen Stage 1 potash project experienced a cost revision due to inflation, design changes, and lower productivity, which the CEO described as disappointing and not representative of BHP's broader project performance70 Operating and Financial Review Why BHP This section outlines BHP's core investment thesis, emphasizing its resilience, clear strategy on essential commodities, and differentiated approach to creating social value - BHP positions itself as the world's largest mining company by market capitalization, producing materials vital for global growth, decarbonization, and digitalization818598 - The company's growth strategy is centered on productivity improvements, expanding existing large-scale assets, and pursuing new opportunities, such as the Vicuña copper joint venture and the Jansen potash project888990 - BHP achieved its gender balance goal in FY2025, with female employee representation reaching 41.3%, up from 17.6% nine years ago9495 - This is presented as a key driver of business value, contributing to a more inclusive culture and better safety and operational performance9495 Our business This section overviews BHP's commodity portfolio and global operations, detailing record copper and iron ore performance, steelmaking coal focus, and Jansen potash project updates Our portfolio FY2025 Production Highlights | Commodity | FY2025 Production | YoY Change | | :--- | :--- | :--- | | Copper | 2.02 Mt | ▲ 8% | | Iron Ore | 263 Mt | ▲ 1% | | Steelmaking Coal | 18 Mt | ▼ 19% (incl. divestments) | - The Jansen Stage 1 (JS1) potash project's estimated capital expenditure has been increased from US$5.7 billion to a range of US$7.0 billion to US$7.4 billion, with first production reverting to the original mid-CY2027 schedule116117 - The execution of Jansen Stage 2 (JS2) has been extended by two years, pushing first production to FY2031116117 - BHP expanded its copper growth options by forming the Vicuña joint venture with Lundin Mining, which holds the Josemaria and Filo del Sol prospects on the Argentina-Chile border, an emerging copper district with world-class potential107 Where we operate - This section consists of a world map illustrating the locations of BHP's global operations and projects across the Americas, Australia, and other regions120121 Our key differentiators This chapter details BHP's competitive advantages, including its people, operating system, social value commitment, and disciplined financial management - The BHP Operating System (BOS) is identified as a unique management system that provides a competitive edge by driving continuous improvement, strengthening culture, and delivering operating excellence126127 - BHP has increased its net debt target range to US$10 billion - US$20 billion (from US$5 billion - US$15 billion), reflecting improved portfolio fundamentals and a strong balance sheet to fund attractive organic growth projects while delivering shareholder returns131132 - The company reports strong and consistent financial performance, with net operating cash flow of US$18.7 billion in FY2025 and an average EBITDA margin of 55% over the past decade, approximately 10 percentage points above its closest major competitor136 - A refreshed Technology Strategy was launched in FY2025 to accelerate the use of data, digital solutions, automation, and AI to improve safety, enhance productivity, and unlock long-term value138139140 Positioning for growth This section outlines BHP's growth strategy, focusing on expanding copper, enhancing iron ore, developing potash, and driving innovation through ventures and exploration - BHP is advancing a strong pipeline of organic copper growth options in Chile and South Australia, with aspirations to produce an average of ~1.4 Mtpa from Chile and >500 ktpa from Copper South Australia during the 2030s145146 - The company has approved a ~US$0.9 billion investment to commission a sixth car dumper (CD6) at Port Hedland, which will support sustained iron ore production of >305 Mtpa (100% basis) from Q4 FY2028150 - BHP is developing the Jansen potash mine in Canada, which is expected to be a best-in-class asset positioned to make BHP a leader in the global potash industry152 FY2025 Exploration Expenditure | Category | Expenditure (US$M) | YoY Change | | :--- | :--- | :--- | | Total Metals Exploration | 396 | ▼ 13% | | Resource Assessment | 250 | ▼ 25% | | Greenfield | 146 | ▲ 18% | Financial review This chapter reviews BHP's FY2025 financial performance, detailing revenue and EBITDA changes, profit drivers, cash flow, and debt and liquidity positions Group overview Summary of Financial Measures (FY2025 vs FY2024) | Metric | FY2025 (US$M) | FY2024 (US$M) | | :--- | :--- | :--- | | Revenue | 51,262 | 55,658 | | Profit attributable to BHP shareholders | 9,019 | 7,897 | | Net operating cash flows | 18,692 | 20,665 | | Net debt | 12,924 | 9,120 | | Underlying attributable profit | 10,157 | 13,660 | | Underlying EBITDA | 25,978 | 29,016 | Key performance indicators Reconciliation to Key Performance Indicators (FY2025) | IFRS Measure | Value (US$M) | Adjustments | KPI | Value (US$M) | | :--- | :--- | :--- | :--- | :--- | | Profit after taxation attributable to BHP shareholders | 9,019 | Exceptional items, NCI | Underlying attributable profit | 10,157 | | Profit from operations | 19,464 | Exceptional items, D&A, Impairments | Underlying EBITDA | 25,978 | Financial results - Revenue for FY2025 decreased by 8% to US$51.3 billion, primarily due to lower average realised prices for iron ore and coal, the temporary suspension of Western Australia Nickel (WAN), and the divestment of the Blackwater and Daunia mines178 - Profit after taxation attributable to BHP shareholders was US$9.0 billion, which included an exceptional loss of US$1.1 billion (after tax)177 - This compares to US$7.9 billion in FY2024, which included a larger exceptional loss of US$5.8 billion177 Principal Factors Affecting Underlying EBITDA (FY2024 to FY2025) | Factor | Impact (US$M) | | :--- | :--- | | Underlying EBITDA FY2024 | 29,016 | | Net price impact | (3,705) | | Change in volumes | 2,215 | | Change in controllable cash costs | (953) | | Change in other costs (FX, inflation, etc.) | 356 | | Ceased and sold operations | (722) | | Other | (229) | | Underlying EBITDA FY2025 | 25,978 | Debt and sources of liquidity Debt and Gearing Position | Metric | 30 June 2025 | 30 June 2024 | | :--- | :--- | :--- | | Net Debt | US$12.9 billion | US$9.1 billion | | Gearing Ratio | 19.8% | 15.7% | - During FY2025, the Group increased its gross debt by US$3.8 billion, reflecting the issuance of US$3.0 billion in bonds and a new US$1.0 billion three-year term loan195198199 - The Group maintains a US$5.5 billion committed revolving credit facility, which was undrawn as of 30 June 2025, supporting its liquidity position201 - For FY2025, the Board determined total dividends of US$1.10 per share, amounting to a total cash distribution of US$5.6 billion205 Our assets This chapter provides a detailed operational review of BHP's asset portfolio by commodity, covering production, outlook, and key developments for Copper, Iron Ore, Coal, Potash, and Nickel Copper - Escondida achieved its highest production in 17 years, increasing 16% YoY in FY2025, driven by record concentrator throughput and higher feed grade211216 - FY2026 production is guided to be between 1,150 and 1,250 kt211216 - Spence achieved record production of 268 kt in FY2025, an increase of 5%219 - FY2026 production is expected to be between 230 and 250 kt due to lower feed grades219 - Copper South Australia's FY2025 production was 316 kt, impacted by a major weather-related power outage226228 - The Prominent Hill Operations Expansion (PHOX) project is on track for H2 FY2027226228 - In FY2025, BHP and Lundin Mining formed the Vicuña joint venture to hold the Josemaria and Filo del Sol copper deposits on the Argentina-Chile border, creating a long-term partnership to develop an emerging copper district245 Iron ore - Western Australia Iron Ore (WAIO) delivered a record full-year production of 257 Mt (290 Mt on a 100% basis) in FY2025, its third consecutive annual record253 - The South Flank mine exceeded its nameplate capacity in its first full year of operation253 - BHP approved a ~US$0.9 billion investment for a sixth car dumper (CD6) at Port Hedland to maintain production capacity of >305 Mtpa (100% basis) from Q4 FY2028 through a period of planned renewals255 - Samarco's production increased by 34% to 6.3 Mt (BHP share) in FY2025 following the ramp-up of its second concentrator261 - FY2026 production is expected to increase to between 7.0 and 7.5 Mt261 Coal - BHP Mitsubishi Alliance (BMA) production increased by 5% in FY2025 (excluding the divested Blackwater and Daunia mines), driven by improved truck productivity269271 - FY2026 production is guided to be between 18 and 20 Mt (36-40 Mt on a 100% basis)269271 - New South Wales Energy Coal (NSWEC) received government approval to extend mining at Mt Arthur Coal until June 2030, aligning with its planned closure276277 - FY2025 production was 15.04 Mt, exceeding guidance276277 Potash Jansen Potash Project Update (as of June 30, 2025) | Project | Completion | Estimated Capex (US$) | First Production Schedule | | :--- | :--- | :--- | :--- | | Jansen Stage 1 (JS1) | 68% | $7.0bn - $7.4bn | Reverted to mid-CY2027 | | Jansen Stage 2 (JS2) | 11% | Under review | Extended by 2 years to FY2031 | - The estimated cost increase for Jansen Stage 1 is attributed to inflationary pressures, design and scope changes, and lower-than-expected construction productivity286 Nickel - Western Australia Nickel (Nickel West and West Musgrave project) was transitioned into temporary suspension at the end of H1 FY2025 due to oversupply in the global nickel market290 - BHP intends to review the decision to suspend Western Australia Nickel by February 2027 and is assessing a potential divestment of the assets as one of the options293 - On July 18, 2025, after the financial year end, BHP exited its 17% interest in the Kabanga nickel project in Tanzania294 Commercial - BHP's Commercial function is structured around key value chain activities to maximize value and minimize costs294295297298299300301 - Its sub-functions include Sales and Marketing, Maritime and Supply Chain Excellence, Procurement, Market Analysis and Economics, Risk Governance and Analytics, and Global Business Services294295297298299300301 How we manage risk This section details BHP's comprehensive Risk Framework, built on strategy, governance, process, and intelligence, with Board oversight and a 'three lines model' for accountability - BHP's Risk Framework is founded on four pillars: risk strategy, risk governance, risk process, and risk intelligence302 - The company uses a 'three lines model' for risk governance: the first line consists of frontline staff and operational management, the second line is the Risk team providing expertise and oversight, and the third line is the Internal Audit team providing independent assurance310311313 - Risks are categorized as 'current' (operational or strategic risks impacting the near future) or 'emerging' (newly developing, highly uncertain risks)318321323 - A 'watch list' is maintained to monitor emerging themes and signals318321323 Safety This chapter emphasizes safety as BHP's core value, detailing strong FY2025 performance with no fatalities and improved injury rates, alongside key elimination and leadership programs FY2025 Safety Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Fatalities | 0 | - | - | | High Potential Injury Frequency (HPIF) | 0.09 | 0.11 | ▼ 18% | | Total Recordable Injury Frequency (TRIF) | 4.5 | 4.8 | ▼ 7% | - The Fatality Elimination Program (FEL), a five-year initiative, has concluded its globally-led phase and transitioned to an asset-led model for managing fatal risk controls, embedding its requirements into Global Standards334335 - The Global Field Leadership Program is a key driver of safety culture, focusing on leader engagement with frontline teams through Layered Audits, Critical Control Observations, and other structured interactions to verify controls and foster continuous improvement336338 Sustainability This extensive chapter details BHP's comprehensive sustainability approach, governed by Global Standards and the 2030 social value scorecard, covering governance, human rights, people, climate, and community Our sustainability approach - BHP's sustainability approach is defined by its Purpose and Values, governed through Global Standards, and aims to generate both social and shareholder value355356357 - The company's disclosures align with multiple global frameworks, including GRI, SASB, and TCFD355356357 Sustainability governance - The BHP Board has ultimate responsibility for overseeing sustainability, including safety, health, community, environment, and climate change365 - All four standing Board Committees support this oversight365 - Management, led by the CEO and Executive Leadership Team (ELT), is accountable for executing sustainability strategy and achieving targets367370 - The Operating Committee (OpCo) assists in delivering operational commitments and fostering a culture of safety and performance367370 Material sustainability topics (including human rights) - BHP conducts an annual impact materiality assessment to identify key sustainability topics for reporting369 - In FY2025, 'value chain sustainability' and 'tailings storage facilities' were added to the list of material topics369 - In FY2025, BHP strengthened its human rights approach by consolidating relevant personnel into a new Ethics, Compliance and Human Rights team and establishing a cross-functional Human Rights Working Group373 2030 goals and social value scorecard - BHP tracks its progress against six 2030 goals through an annual social value scorecard375 - The pillars are: Decarbonisation, Healthy environment, Indigenous partnerships, Safe inclusive and future-ready workforce, Thriving empowered communities, and Responsible supply chains375 FY2025 Social Investment | Category | Amount (US$M) | | :--- | :--- | | Total Voluntary Social Investment | 127.8 | | Direct Funding | 92.5 | | Non-operated JV Programs | 19.7 | | BHP Matched Giving Program | 1.3 | | Administrative Costs | 8.6 | | BHP Foundation Operations | 5.7 | People - In April 2025, BHP achieved its aspirational goal of gender balance, with women representing 41.3% of the employee workforce, more than double the 17.6% in 2016392394 - BHP is on track to meet its Indigenous employment targets in Canada (by FY2026) and Australia (by FY2027), having already achieved its target in Chile399 - Following the transition of Western Australia Nickel (WAN) into temporary suspension, around 1,400 employees were offered redeployment across BHP, with the majority moving to WAIO388 - A payroll review identified issues with leave deductions and allowances for some Australian employees415418423 - A remediation program is underway, with payments made to over 14,000 affected former employees for the leave issue415418423 - The total remediation cost remains in line with the previously recognized US$280 million pre-tax provision415418423 Health - In FY2025, there was an overall 13% decrease in the number of employees and contractors potentially exposed to Diesel Particulate Matter (DPM) and Respirable Crystalline Silica (RCS) compared to FY2024429 - Musculoskeletal illness was the most common occupational illness in FY2025, representing 64% of workforce cases439443 - 21 cases of coal mine dust lung disease (CMDLD) were reported to regulatory services439443 - Reports of sexual harassment increased by 3% to 429 in FY2025, while reports of racial harassment decreased by 6% to 103457458 - Following investigations, 102 cases of sexual harassment and 24 cases of racial harassment were established, leading to the termination or removal from site of 100 and 20 individuals, respectively457458 Ethics and business conduct - A simplified and streamlined version of 'Our Code of Conduct' was relaunched in March 2025 to support clearer, values-driven decision-making462 - In FY2025, 3,515 reports were received through BHP's misconduct reporting channels468469 - Of the cases closed during the year, 33% contained one or more established allegations468469 - Reports of harassment and bullying decreased by 35% from FY2024468469 - The Compliance function provided input into 21 anti-corruption risk assessments in FY2025, and 1,675 employees and contractors undertook additional risk-based anti-corruption training477478 Climate Change - BHP remains on track to meet its medium-term target of at least a 30% reduction in operational GHG emissions by FY2030 from an FY2020 baseline486497 - The company's strategy is detailed in its Climate Transition Action Plan (CTAP 2024)486497 - Due to a slower pace of development for diesel displacement technology, the estimated operational decarbonization expenditure for the decade to FY2030 has been revised to US$0.5 billion496497 - However, BHP anticipates spending at least US$4 billion in the 2030s as technology matures496497 - Portfolio resilience was tested against a 1.5°C scenario, which BHP believes is unlikely to eventuate516518 - The assessment indicated the portfolio would be resilient, with increased value in copper, potash, and nickel offsetting some downside risk to steelmaking coal516518 - BHP is conducting studies to assess physical climate-related risks (acute and chronic) across its operations using IPCC scenarios with global temperature increases of 1.8°C, 2.7°C, and 4.4°C by CY2100529530535 Nature and environmental performance - BHP's 2030 Healthy environment goal is to create nature-positive outcomes by having at least 30% of the land and water it stewards under conservation, restoration, or regenerative practices552 - In FY2025, freshwater withdrawals increased by 46% to 162,740 ML, primarily due to increased rainfall and runoff at BMA, while water withdrawals in water-stressed areas decreased561 - As of June 30, 2025, BHP owned, leased, or managed approximately 7.9 million hectares of land573 - About 2% of this area is disturbed for mining, and of that disturbed land, approximately 14% is currently rehabilitated573 - In FY2025, BHP was issued and paid seven fines totaling US$8,065,961 related to environmental laws and regulations, including a US$8 million fine related to water extraction from the Monturaqui aquifer at Escondida579582584 Tailings storage facilities - BHP is committed to aligning all its operated Tailings Storage Facilities (TSFs) with the Global Industry Standard on Tailings Management (GISTM)590 - As of August 2025, 61 of BHP's 70 TSFs are aligned with GISTM591 - Of the nine partially aligned TSFs, one is classified as 'extreme consequence'591 - Third-party validation has been received for 22 TSFs, representing 92% of the very high and extreme consequence facilities591 Community - In FY2025, 109 community concerns and complaints, and one grievance were received through operational grievance mechanisms597 - The most frequent theme was conduct and behaviour597 - BHP is shifting the focus of its 'Thriving, empowered communities' social value pillar from FY2026 to measure the outcomes of community programs, while continuing to use co-creation and co-design methodologies where appropriate602 Indigenous peoples - BHP's policy is to respect the rights of Indigenous peoples and seek 'free, prior and informed consent' (FPIC) for new operations and projects that may impact them614 - The company is piloting an Indigenous Peoples Risk Assessment (IPRA) process to support this commitment614 FY2025 Global Indigenous Procurement Spend | Region | Spend (US$M) | | :--- | :--- | | Global Total | 853 | | Australia | 505 | | Canada | 323 | | Chile | 24 | - In Australia, BHP is undertaking a native title agreement-making program with 19 Traditional Owner groups623 - In FY2025, new agreements were completed with the Kokatha people for the Oak Dam project and with the Barada Barna people for BMA operations623 Value chain sustainability - BHP's 2030 goal for responsible supply chains is to create sustainable, ethical, and transparent supply chains with its partners638640 - This is supported by a strategy focused on five key performance standards, including the ICMM Mining Principles and The Copper Mark638640 - In FY2025, BHP's Chilean operations, Escondida and Spence, were reaccredited against The Copper Mark, recognizing their responsible production practices642 - The Responsible Minerals Program (RMP) is BHP's risk-based due diligence framework for minerals sourced from third parties, aligned with OECD guidance647648 - In FY2025, environmental risks were prioritized for enhanced due diligence within the RMP647648 Samarco This chapter details the resolution efforts for the 2015 Fundão dam failure, including a R$170 billion (US$31.7 billion) Settlement Agreement with Brazilian authorities - A definitive Settlement Agreement was reached on October 25, 2024, with Brazilian authorities to resolve claims from the 2015 Samarco dam failure654655 - The agreement has a financial value of R$170 billion (approx. US$31.7 billion) on a 100% basis654655 Settlement Agreement Financial Breakdown (100% Basis) | Component | Value (R$ billion) | Value (US$ billion, approx.) | | :--- | :--- | :--- | | Amounts already spent (to Sep 2024) | 38 | 7.9 | | Future payments over 20 years | 100 | 18.0 | | Performance obligations | 32 | 5.8 | | Total Financial Value | 170 | 31.7 | - As of June 30, 2025, approximately R$23.3 billion (US$4.6 billion) has been paid in compensation and financial assistance to about 466,000 people657663 - Approximately 98% of resettlement cases have been completed through construction or cash payments657663 - Under the agreement, Samarco is the primary obligor, with BHP Brasil and Vale acting as secondary obligors for 50% each of any obligation Samarco cannot fund656 Risk factors This section identifies principal risks to BHP's business, including operational events, market access, growth portfolio optimization, ethical misconduct, and climate transition - BHP identifies several key risk factors that could materially impact its business, including: * Operational events: Failures of facilities like tailings dams, geotechnical instability, and transportation incidents677680683 * Accessing key markets: Disruptions from geopolitical tensions, trade restrictions, and regulatory changes677680683 * Optimising growth and portfolio returns: Commodity price volatility and failure to execute on strategic acquisitions or divestments677680683 * Ethical misconduct: Risks from fraud, corruption, or breaches of law and regulations677680683 * Significant social or environmental impacts: Adverse impacts on communities, nature, human rights, or cultural heritage677680683 * Adopting technologies and maintaining digital security: Cybersecurity threats and failure to implement new technologies effectively677680683 * Low-carbon transition: Risks from policy, technology, and market shifts related to climate change677680683 * Inadequate business resilience: Failure to prepare for and respond to unforeseeable adverse events677680683 Performance by commodity This chapter provides a detailed financial and operational breakdown for each commodity segment in FY2025, including market analysis, production, financial results, and outlook Copper Copper Segment Performance (FY2025 vs FY2024) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | US$22,530 M | US$18,566 M | | Underlying EBITDA | US$12,326 M | US$8,564 M | | Total Production | 2,017 kt | 1,865 kt | | Average Realised Price | US$4.25/lb | US$3.98/lb | - Copper's strong financial results were driven by higher average realised prices and an 8% increase in production volumes, led by record performance at Escondida756760 - FY2026 copper production is expected to be between 1,800 and 2,000 kt, reflecting planned lower grades in Chile762 Iron Ore Iron Ore Segment Performance (FY2025 vs FY2024) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | US$22,919 M | US$27,952 M | | Underlying EBITDA | US$14,396 M | US$18,913 M | | Total Production | 263 Mt | 260 Mt | | Average Realised Price | US$82.13/wmt | US$101.04/wmt | - The decrease in Iron Ore revenue and Underlying EBITDA was primarily due to lower average realised prices, which had a negative impact of US$4.3 billion on EBITDA778 - WAIO production for FY2026 is expected to be between 251 and 262 Mt (284-296 Mt on a 100% basis), incorporating a planned car dumper rebuild780 Coal Coal Segment Performance (FY2025 vs FY2024) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | US$5,046 M | US$7,666 M | | Underlying EBITDA | US$573 M | US$2,290 M | | Steelmaking Coal Production | 18 Mt | 22 Mt | | Energy Coal Production | 15 Mt | 15 Mt | | Avg. Realised Steelmaking Coal Price | US$193.82/t | US$266.06/t | - The significant decrease in Coal revenue and Underlying EBITDA was driven by lower average realised prices and the divestment of the Blackwater and Daunia mines in FY2024791 - BMA production for FY2026 is expected to be between 18 and 20 Mt (36-40 Mt on a 100% basis)793 Other assets - Western Australia Nickel (WAN) production decreased by 63% to 30 kt as operations transitioned into temporary suspension in December 2024799800 - WAN recorded an Underlying EBITDA loss of US$0.6 billion in FY2025799800 - The Potash segment recorded an Underlying EBITDA loss of US$284 million in FY2025802803 - The Jansen Stage 1 project is 68% complete, with first production expected around mid-CY2027802803 Impact of changes to commodity prices FY2025 Commodity Price Sensitivity Analysis | Price Change | Impact on Profit After Tax (US$M) | Impact on Underlying EBITDA (US$M) | | :--- | :--- | :--- | | US¢1/lb on copper | 29 | 42 | | US$1/t on iron ore | 162 | 232 | | US$1/t on steelmaking coal | 8 | 11 | | US$1/t on energy coal | 9 | 14 | Non-IFRS financial information This chapter explains the use of non-IFRS financial measures like Underlying Attributable Profit and EBITDA, providing definitions and reconciliations for clearer performance insights - BHP uses non-IFRS financial information to reflect underlying financial performance, excluding the impact of exceptional items to improve comparability between periods811813 Reconciliation of Attributable Profit to Underlying Attributable Profit | Year ended 30 June | 2025 (US$M) | 2024 (US$M) | 2023 (US$M) | | :--- | :--- | :--- | :--- | | Profit after taxation attributable to BHP shareholders | 9,019 | 7,897 | 12,921 | | Total exceptional items attributable to BHP shareholders | 1,138 | 5,763 | 499 | | Underlying attributable profit | 10,157 | 13,660 | 13,420 | Reconciliation of Profit from Operations to Underlying EBITDA | Year ended 30 June | 2025 (US$M) | 2024 (US$M) | 2023 (US$M) | | :--- | :--- | :--- | :--- | | Profit from operations | 19,464 | 17,537 | 22,932 | | Exceptional items in profit from operations | 776 | 6,094 | (112) | | Underlying EBIT | 20,240 | 23,631 | 22,820 | | Depreciation and amortisation expense | 5,540 | 5,295 | 5,061 | | Impairments (non-exceptional) | 108 | 3,890 | 75 | | Exceptional items in D&A | 90 | (3,800) | – | | Underlying EBITDA | 25,978 | 29,016 | 27,956 | Corporate Governance Statement Corporate governance at BHP This section affirms BHP's commitment to good corporate governance, confirming full compliance with ASX recommendations and adherence to LSE and NYSE requirements - BHP confirms full compliance with the ASX Corporate Governance Council's 4th Edition recommendations for FY2025863 FY2025 corporate governance highlights This section highlights key FY2025 governance activities, including a refreshed Code of Conduct, successful Board Chair succession, and achievement of gender balance goals - A refreshed 'Our Code of Conduct' was approved and published in FY2025, with a greater focus on values-driven decision-making866 - A key activity was the Chair succession, with Ken MacKenzie retiring on March 31, 2025, and Ross McEwan succeeding him866 - BHP achieved its aspirational gender balance goal in April 2025, with women comprising 41.3% of the global employee workforce866 BHP's governance structure This section outlines BHP's governance hierarchy, detailing the Board's ultimate responsibility, matters reserved for it, and support from four standing Committees - The Board has ultimate responsibility for governance, with its role defined in the Board Governance Document868870 - Matters reserved for the Board include CEO appointment, strategy and budget approval, dividend policy, and oversight of risk management868870 - The Board is assisted by four standing committees: Nomination and Governance, Risk and Audit, Sustainability, and People and Remuneration872 Board composition and succession This chapter details BHP's nine-member Board composition, director independence, succession processes, and commitment to diversity, including achieving gender balance - The Board consists of nine members, and all current Non-executive Directors, including the Chair, are considered independent879918 - A formal succession process led to Ross McEwan being appointed Chair on March 31, 2025, succeeding the retiring Ken MacKenzie926927 - As of June 30, 2025, 44% of Directors are female, satisfying both ASX and UK Listing Rule gender diversity targets for the Board947 - An internal Board performance evaluation was conducted in FY2025 with the assistance of an external service provider, which supported the re-election of all nominated directors952955 Board Committees This section describes the roles of BHP's four standing Board Committees, each assisting in oversight of governance, financial reporting, sustainability, and people/remuneration - The Board has four standing committees: Nomination and Governance, Risk and Audit, Sustainability, and People and Remuneration958 - The Risk and Audit Committee is chaired by Michelle Hinchliffe, who is deemed a financial expert under SEC rules, and the committee meets NYSE and Exchange Act independence criteria966967 - The committees provide integrated oversight on key issues964 - For example, climate change is overseen by the Board with support from all four committees, each addressing different facets like policy, risk, performance, and remuneration linkage964 Management This chapter introduces the Executive Leadership Team (ELT), responsible for key management decisions, and covers processes for senior management succession and performance evaluation - Key management decisions below the Board are made by the CEO and the Executive Leadership Team (ELT)974 - The Board conducts a talent deep dive at least annually to evaluate the succession pipeline for critical senior management roles978 - A performance evaluation was conducted for all members of the ELT during FY2025, with the CEO's evaluation led by the Chair on behalf of the Non-executive Directors981 Shareholders and reporting This section details BHP's commitment to effective communication with shareholders and stakeholders through investor relations, site visits, and a robust market disclosure policy - BHP maintains a regular investor relations program to facilitate two-way communication, including direct engagement with institutional and retail shareholders, roadshows, and webcasts982984 - Directors conduct site visits to engage directly with the workforce, community members, Indigenous representatives, and other stakeholders to deepen their understanding of operations and material risks987 - The company's Market Disclosure and Communications Policy governs the process for timely and balanced disclosure of market-sensitive information to ensure compliance with regulatory obligations993 Culture and conduct This chapter focuses on BHP's commitment to ethical standards, underpinned by its simplified Code of Conduct, and describes confidential reporting channels for misconduct concerns - BHP's Code of Conduct, based on its values (Do what's right, Seek better ways, Make a difference), was reviewed, simplified, and approved by the Board in FY2025999 - Confidential reporting channels, including an online portal and a 24-hour call service, are available for all stakeholders to raise concerns about misconduct1001 - All significant matters are reported to the Risk and Audit Committee1001 Risk management and assurance This section details the governance for risk management and assurance, with the Risk and Audit Committee overseeing principal risks and Internal Audit providing independent assurance - The Risk and Audit Committee (RAC) oversees risk management on behalf of the Board, reviewing principal risks and the effectiveness of the Group's risk management and internal control systems at least annually1003 - The CEO and CFO provided a declaration for FY2025 confirming that financial records were properly maintained and that the opinion was based on a sound and effective system of risk management and internal control1012 - Management concluded that internal control over financial reporting was effective as at June 30, 2025, based on the COSO framework, with no material weaknesses identified1025 - Fees paid to the External Auditor, Ernst & Young, in FY2025 totaled US$14.753 million, with 74% for audit services1022 - The RAC has a policy to safeguard auditor independence regarding non-audit services1022 US requirements This section confirms BHP's compliance with NYSE governance requirements for foreign private issuers, disclosing differences regarding auditor appointment and equity-compensation plan approvals - BHP is a foreign private issuer listed on the NYSE and complies with applicable SEC and NYSE governance requirements1031 - Two significant differences from NYSE corporate governance standards are disclosed: 1) Shareholders, not the audit committee, are ultimately responsible for appointing the External Auditor10321033 - 2) Shareholder approval is not required for all equity-compensation plans, only for certain awards to the CEO10321033 Directors' Report Review of operations, principal activities and state of affairs This section formally incorporates the detailed review of operations and financial position from the OFR, confirming no significant changes in principal activities during FY2025 - A review of BHP's operations, results, and financial position for FY2025 is detailed in the Operating and Financial Review (OFR)10371038 - There were no significant changes to principal activities or the state of affairs during the fiscal year10371038 Directors This section lists directors who served in FY2025 and provides a table detailing their attendance at Board and Committee meetings, confirming 14 Board meetings - The Board of Directors met 14 times during FY202510411044 - A table details the attendance of each director at Board and relevant Committee meetings10411044 Share interests This section discloses shareholdings of Directors and Executive KMP as of August 19, 2025, confirming all Non-executive Directors met minimum shareholding requirements - Non-executive Directors are required to apply at least 25% of their remuneration to purchase BHP shares until reaching a minimum holding equivalent to one year's fees1047 - All directors have met this requirement as of June 30, 20251047 Director Shareholdings (as at 19 August 2025) | Director | Number of Shares Held | | :--- | :--- | | Ross McEwan (Chair) | 45,000 | | Mike Henry (CEO) | 478,035 | | Xiaoqun Clever-Steg | 10,000 | | Gary Goldberg | 24,000 | | Michelle Hinchliffe | 12,330 | | Don Lindsay | 10,000 | | Christine O'Reilly | 10,620 | | Catherine Tanna | 10,400 | | Dion Weisler | 11,494 | Share capital and buy-back programs This section states BHP conducted no share buy-backs in FY2025 and details the issuance of 4,461,418 ordinary shares to satisfy employee equity awards - BHP did not conduct any share buy-back programs during FY20251053 - During or since the end of FY2025, 4,461,418 fully paid ordinary shares were issued to satisfy employee equity awards1055 Group Company Secretary This section identifies Stefanie Wilkinson as the Group Company Secretary and refers to the Corporate Governance Statement for her qualifications and experience - Stefanie Wilkinson is the Group Company Secretary1057 Indemnities and insurance This section details indemnities for Directors and Officers, discloses US$12,447,150 in D&O insurance premiums for FY2025, and confirms no indemnities were called upon - BHP provides indemnities to its Directors and Officers as permitted by law and its Constitution1058 - The premium paid for Directors' and Officers' insurance during FY2025 was US$12,447,1501063 Dividends This section confirms a final dividend of 60 US cents per share, bringing the total dividends for FY2025 to 110 US cents per share - A final dividend of 60 US cents per share was determined, bringing the total dividend for FY2025 to 110 US cents per share1065 Non-audit services This section states Directors concluded that non-audit services by the External Auditor did not compromise independence, supported by the Risk and Audit Committee's advice - The Directors have concluded that the provision of non-audit services by the External Auditor did not compromise auditor independence, based on advice from the Risk and Audit Committee1067 Performance in relation to environmental regulation This section discloses BHP was levied and paid seven fines totaling US$8,065,962 in FY2025 for environmental law and regulation breaches at its operated assets - In FY2025, BHP was levied and paid seven fines totaling US$8,065,962 in relation to environmental laws and regulations at its operated assets1073 Remuneration Report Letter from the People and Remuneration Committee Chair The Chair reviews BHP's FY2025 performance and its link to executive remuneration, confirming the framework's effectiveness and detailing CDP and LTIP outcomes - The CEO's FY2025 Cash and Deferred Plan (CDP) outcome was 110% of target, reflecting strong safety and sustainability performance (34% vs 25% target) and financial results (53% vs 50% target)108110821083 - The outcome for Group and personal measures was 23% (vs 25% target), which included consideration of the disappointing cost and schedule update for the Jansen Stage 1 project108110821083 - The 2020 Long Term Incentive Plan (LTIP) award, which concluded its five-year performance period on June 30, 2025, vested at 33%1085 - This was based on BHP's total shareholder return (TSR) performance of 85% over the period1085 - For FY2026, the CEO's base salary will increase by 4%, effective September 1, 20251088 - This is aligned with the average salary increase for the wider BHP workforce1088 Our Key Management Personnel This section identifies BHP's Key Management Personnel (KMP) for the reporting period, listing current and former Non-executive Directors and Executive Leadership Team members - BHP's Key Management Personnel (KMP) are defined as Directors and certain members of the Executive Leadership Team (ELT) with authority for planning, directing, and controlling the company's activities1097 Remuneration Governance This section outlines BHP's remuneration governance structure, involving the Board, People and Remuneration Committee, management, and external advisors for strategic alignment - BHP's remuneration governance structure involves the Board, the People and Remuneration Committee, management, and independent external advisors to ensure alignment with strategy and shareholder interests1098 Paying competitively This section explains BHP's data-driven approach to setting competitive executive remuneration, benchmarking against global companies in the resources sector to attract talent - BHP benchmarks its Executive KMP remuneration against comparable positions in global companies of similar scale and complexity to attract and retain top talent1104 Key terms of our variable remuneration framework and equity plans This section details the key terms of BHP's Cash and Deferred Plan (CDP) and Long Term Incentive Plan (LTIP), outlining their structure, vesting conditions, and performance reviews - The Cash and Deferred Plan (CDP) is an annual award based on a scorecard (25% Safety & Sustainability, 50% Financial, 25% Group & Personal)1110 - One-third is paid in cash, and two-thirds are deferred into equity vesting over two and five years1110 - The Long Term Incentive Plan (LTIP) has a five-year performance period1110 - Vesting is based on relative Total Shareholder Return (TSR) against two comparator groups: the MSCI World Metals and Mining Index (67% weighting) and the MSCI World Index (33% weighting)1110 - Vesting of both the 5-year CDP award and the LTIP award is subject to a holistic review of performance over the five-year period, covering safety, sustainability, financial performance, governance, and conduct1111 Remuneration mix This section illustrates the potential total remuneration mix for the CEO and other Executive KMP, comprising fixed pay, CDP, and LTIP, emphasizing performance-based outcomes - The remuneration for Executive KMP is structured with a mix of fixed pay, a short-term cash incentive (CDP), and medium to long-term equity incentives (CDP Deferred Rights and LTIP Performance Rights) to align with both annual and long-term performance11171119 Remuneration for Executive KMP This section provides detailed FY2025 remuneration outcomes for Executive KMP, including the CEO's above-target CDP award and the 33% vesting of the 2020 LTIP CEO FY2025 CDP Scorecard Outcome | Category | Target Weighting | Actual Outcome | | :--- | :--- | :--- | | Safety and sustainability | 25% | 34% | | Financial (ROCE) | 50% | 53% | | Group and personal | 25% | 23% | | Total | 100% | 110% | - The 2020 LTIP award, covering the performance period from July 1, 2020, to June 30, 2025, vested at 33%11501152 - This was based on BHP's TSR of 85%, which was above the 50th percentile but below the 80th percentile of both its sector and global comparator groups11501152 CEO Remuneration Received (Non-Statutory) | Component | FY2025 (US$'000) | FY2024 (US$'000) | | :--- | :--- | :--- | | Base salary | 1,881 | 1,808 | | Benefits | 54 | 35 | | Pension | 188 | 181 | | CDP (Cash & Deferred) | 4,965 | 3,113 | | LTIP (Vested) | 1,884 | 3,329 | | Total | 8,972 | 8,466 | Remuneration for Non-executive Directors This section details Non-executive Director remuneration, consisting of fixed fees without performance-based or equity components, confirming no fee increases for FY2026 - Non-executive Directors receive fixed fees and do not participate in any performance-based incentive plans or receive equity awards1164 Non-executive Director Fees (FY2025 & FY2026) | Role | Annual Fee (US$) | | :--- | :--- | | Group Chair | 962,000 | | Base Annual Fee (Director) | 175,000 | | Senior Independent Director (additional) | 53,000 | | Risk and Audit Committee Chair (additional) | 66,000 | - There will be no increase in the fees for the Group Chair or Non-executive Directors for FY20261172 Financial Statements Consolidated Income Statement The Consolidated Income Statement for FY2025 shows decreased revenue to US$51.3 billion but increased profit attributable to shareholders to US$9.0 billion Consolidated Income Statement Highlights (Year ended 30 June) | Metric (US$M) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Revenue | 51,262 | 55,658 | 53,817 | | Profit from operations | 19,464 | 17,537 | 22,932 | | Profit after taxation | 11,143 | 9,601 | 14,324 | | Attributable to BHP shareholders | 9,019 | 7,897 | 12,921 | | Basic earnings per share (cents) | 177.8 | 155.8 | 255.2 | Consolidated Balance Sheet The Consolidated Balance Sheet as of June 30, 2025, shows increased total assets to US$108.8 billion and total liabilities to US$56.6 billion, resulting in higher net assets Consolidated Balance Sheet Highlights (as at 30 June) | Metric (US$M) | 2025 | 2024 | | :--- | :--- | :--- | | Total assets | 108,790 | 102,362 | | Total liabilities | 56,572 | 53,242 | | Net assets | 52,218 | 49,120 | | Total equity | 52,218 | 49,120 | Consolidated Cash Flow Statement The Consolidated Cash Flow Statement for FY2025 reports decreased net operating cash flows to US$18.7 billion and increased net investing cash outflows to US$13.4 billion Consolidated Cash Flow Statement Highlights (Year ended 30 June) | Metric (US$M) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Net operating cash flows | 18,692 | 20,665 | 18,701 | | Net investing cash flows | (13,350) | (8,762) | (13,065) | | Net financing cash flows | (5,971) | (11,669) | (10,315) | | Net (decrease)/increase in cash | (629) | 234 | (4,679) | Additional information Information on mining operations This section provides detailed tabular information for BHP's mining operations across Minerals Australia and Minerals Americas, including location, ownership, and facilities - Detailed operational information is provided for key assets including WAIO (Iron Ore), BMA (Coal), NSWEC (Coal), Nickel West, Copper South Australia, Escondida (Copper), Pampa Norte (Copper), Antamina (Copper), Resolution (Copper), Vicuña (Copper), Samarco (Iron Ore), and Jansen (Potash)119512021208 Financial information summary This section presents a five-year summary of key financial data from audited statements, including IFRS and non-IFRS measures, offering a historical performance perspective Five-Year Financial Summary (US$M, unless otherwise stated) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 51,262 | 55,658 | 53,817 | 65,098 | 56,921 | | Attributable profit | 9,019 | 7,897 | 12,921 | 30,900 | 11,304 | | Net operating cash flows | 18,692 | 20,665 | 18,701 | 32,174 | 27,234 | | Net debt | 12,924 | 9,120 | 11,166 | 333 | 4,121 | | Underlying EBITDA | 25,978 | 29,016 | 27,956 | 40,634 | 35,073 | | Dividends per share (US cents) | 110.0 | 146.0 | 170.0 | 325.0 | 301.0 | Financial information by commodity This section provides a detailed financial breakdown by commodity for FY2025 and prior years, including revenue, EBITDA, and capital expenditure for each segment FY2025 Financials by Commodity (US$M) | Segment | Revenue | Underlying EBITDA | Capital Expenditure | | :--- | :--- | :--- | :--- | | Copper | 22,530 | 12,326 | 4,392 | | Iron Ore | 22,919 | 14,396 | 2,617 | | Coal | 5,046 | 573 | 525 | | Group and unallocated | 767 | (1,317) | 1,864 | | Total Group | 51,262 | 25,978 | 9,398 | Production This section presents a detailed three-year production table for all BHP operat