6-K 1 d295676d6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 17, 2016

BHP BILLITON LIMITED |  | BHP BILLITON PLC
(ABN 49 004 028 077) |  | (REG. NO. 3196209)
(Exact name of Registrant as specified in its charter) |  | (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA |  | ENGLAND AND WALES
(Jurisdiction of incorporation or organisation) |  | (Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA |  | NEATHOUSE PLACE, LONDON, UNITED KINGDOM
(Address of principal executive offices) |  | (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ¨ Yes x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

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BHP Billiton Limited
Annual General
Meeting 2016

Disclaimer
Forward-looking statements
This presentation contains forward-looking statements, which may include statements regarding: trends in commodity prices and currency exchange rates; demand for commodities; plans, strategies and objectives of management; closure or divestment of certain operations or facilities (including associated costs); anticipated production or construction commencement dates; capital costs and scheduling; operating costs and shortages of materials and skilled employees; anticipated productive lives of projects, mines and facilities; provisions and contingent liabilities; tax and regulatory developments.
Forward-looking statements can be identified by the use of terminology such as ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’, ‘annualised’, ‘future’ or similar words. These statements discuss future expectations concerning the results of operations or financial condition, or provide other forward-looking statements.
These 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 presentation. Readers are cautioned not to put undue reliance on forward-looking statements.
For example, future revenues from our operations, projects or mines described in this presentation will be based, in part, upon the market price of the minerals, metals or petroleum 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 operations.
Other factors that may affect the actual construction or production commencement dates, costs or production output and anticipated lives of operations, 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; activities of government authorities in some of the countries where we are exploring or developing these 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 discussed in BHP Billiton’s filings with the US Securities and Exchange Commission (the “SEC”) (including in Annual Reports on Form 20-F) which are available on the SEC’s website at www.sec.gov.
Except as required by applicable regulations or by law, the Group does not undertake any obligation to publicly update or review any forward-looking statements, whether as a result of new information or future events. Past performance cannot be relied on as a guide to future performance.
Non-IFRS financial information
BHP Billiton results are reported under International Financial Reporting Standards (IFRS) including Underlying EBIT and Underlying EBITDA which are used to measure segment performance. This presentation may also include certain non-IFRS and other financial measures including Adjusted effective tax rate, Free cash flow, Gearing ratio, Net debt, Net operating assets, Underlying attributable profit, Underlying basic (loss)/earnings per share, Underlying EBIT margin and Underlying EBITDA margin. These measures are used internally by management to assess the performance of our business, make decisions on the allocation of our resources and assess operational management. Non-IFRS and other financial measures have not been subject to audit or review and should not be considered as an indication of or alternative to an IFRS measure of profitability, financial performance or liquidity.
Presentation of data
Unless specified otherwise: all data is presented on a continuing operations basis to exclude the contribution from assets that were demerged with South32; references to Underlying EBITDA margin exclude third party trading activities; data from subsidiaries is shown on a 100 per cent basis and data from equity accounted investments and other operations is shown on a proportionate consolidation basis. Queensland Coal comprises the BHP Billiton Mitsubishi Alliance (BMA) asset, jointly operated with Mitsubishi, and the BHP Billiton Mitsui Coal (BMC) asset, operated by BHP Billiton. Numbers presented may not add up precisely to the totals provided due to rounding.
No offer of securities
Nothing in this presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell BHP Billiton securities in any jurisdiction, or be treated or relied upon as a recommendation or advice by BHP Billiton.
Reliance on third party information
The views expressed in this presentation contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. This presentation should not be relied upon as a recommendation or forecast by BHP Billiton.
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Jac Nasser
Chairman

Welcome to Country
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Brisbane, Australia
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Significant contribution to Queensland
Total taxes and royalty payments
>A$450 million1
Our Queensland workforce
~5,300 employees
Contribution to local economy
A$3.4 billion2
Purchase of goods and services
From 1,500 local companies
1. Taxes and royalty payments to Queensland Government. >US$330 million converted at an average year ended 30 June exchange rate of US$0.73:A$1.00.
2. Shown on a 100% basis.
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Supporting the Queensland community
Working to protect and restore Raine Island and the Great Barrier Reef
Image by Gary Cranitch, Queensland Museum
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Jac Nasser
Chairman

Escondida, Chile
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Samarco
Samarco
Minas Gerais,
Brazil
BRAZIL
State of Minas Gerais
Rio de Janeiro
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Samarco
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Delivering on our commitments
External investigation
Published the findings
Shared with other resource companies
Non-operated minerals joint ventures
Reviewed the governance structures
Centralised responsibilities
Designing a new global standard
Tailings dams
Reviewed and confirmed they are stable
Centralised dam management function
Creating a new global tailings dam standard for our operations
Apply Canadian Dam Association processes to future dam safety reviews
BHP Billiton Limited Annual General Meeting
17 November 2016
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Samarco
Samarco
Minas Gerais,
Brazil
BRAZIL
State of Minas Gerais
Rio de Janeiro
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17 November 2016
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Solid performance in a challenging year
Cost Unit cash costs across the Group down 16% from FY151
Financial Underlying EBITDA of US$12.3 billion; Underlying EBITDA margin of 41%
results Underlying attributable profit of US$1.2 billion; Attributable loss of US$6.4 billion
Cash Net operating cash flow of US$10.6 billion
flow Free cash flow2 of US$3.4 billion
Credit
rating Only company in our sector with an ‘A’ rating from the three main credit rating agencies3
1. Presented on a continuing operations basis excluding BHP Billiton’s share of volumes from equity accounted investments; operating cost per copper equivalent tonne calculated using FY2016 realised prices.
2. Free cash flow: net operating cash flows less net investing cash flows.
3. Moody’s, Standard & Poor’s and Fitch.
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17 November 2016
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Shenzi, Gulf of Mexico
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FY2016 dividend per share
Dividends determined (Australian cents per share)1
45.0
30.0
24.0
15.0 16.0 8.0
15.9
10.6
5.3
0.0
H1 FY2016 H2 FY2016 FY2016
Minimum 50% payout
Additional amount
1. In line with capital allocation framework.
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17 November 2016
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Ken MacKenzie
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John Schubert
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An extraordinary decade
Iron ore
Petroleum
Coal
Copper
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Neptune, Gulf of Mexico
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Jac Nasser
Chairman

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BHP Billiton Limited
Annual General
Meeting 2016

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Andrew Mackenzie
Chief Executive Officer

Daunia, Queensland
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Executive Leadership Team present today
Arnoud Balhuizen
President Marketing and Supply
Peter Beaven
Chief Financial Officer
Geoff Healy
Chief External Affairs Officer
Mike Henry
President Operations,
Minerals Australia
Diane Jurgens
Chief Technology Officer
Daniel Malchuk
President Operations,
Minerals Americas
Steve Pastor
President Operations,
Petroleum
Laura Tyler
Chief of Staff,
Head of Geoscience
Athalie Williams
Chief People Officer
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Olympic Dam, South Australia
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Samarco
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Safety must come first
Total recordable injury frequency at operated sites
(number of recordable injuries per million hours worked1,2)
FY12 FY13 FY14 FY15 FY16
4.3 0 2 4 6
1. Includes data for continuing and discontinued operations for the financial years being reported.
2. Includes work-related events occurring outside of our operation locations for FY2015 and FY2016 only. In FY2015 we expanded our definition of work-related activities to align with the reporting boundaries of the International Council on Mining and Metals, which includes the recording of events that occur outside of our operated locations where we have established the work to be performed and can set and verify the health and safety standards.
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FY2016 Financial performance
Underlying EBITDA margin1
41 per cent
Iron Ore
Coal
Attributable (loss)/profit
US$(6.4) billion
Petroleum
Copper
1. Excludes third party trading activities.
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17 November 2016
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Further productivity and reduced unit costs in FY2016
Productivity gains
US$437 million
Iron Ore
Western Australia Iron
Ore record production
of 2572
million tonnes
Coal
Record production at
five out of eight
Queensland Coal mines
Overall cost reduction
16 per cent1
Petroleum
Drilling times improved
by 19 per cent per well
in the Black Hawk
Copper
Olympic Dam produced
over 200,000 tonnes of
copper
1. Presented on a continuing operations basis excluding BHP Billiton’s share of volumes from equity accounted investments; operating cost per copper equivalent tonne calculated using FY2016 realised prices.
2. 100% basis.
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Additional low-cost capacity
Los Colorados
Extension
approved
Spence
Recovery
Optimisation
ramping up
Queensland
Coal increased
plant and
equipment
utilisation
New Jimblebar
capacity by
December
Olympic Dam
on track for
230 ktpa by
2021
Launched gas
hedging
program to
monetise
resource in
Haynesville
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New Operating Model
Core operated
Non-operated
Additional
Minerals Australia
WA Iron Ore
Queensland
NSW Energy
Olympic
Nickel West
Coal
Coal
Dam
Minerals Americas
Escondida
Pampa Norte
Jansen
Antamina
Cerrejón
Samarco
New Mexico Coal
Petroleum
Onshore US
Conventional
Atlantis
Mad Dog
Bass Strait
North West Shelf
Marketing
Functions
Leadership
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Capital allocation framework Maintain safe and stable operations Maintain balance sheet strength through the cycle Pay shareholders a minimum of 50% of Underlying attributable profit as dividends Direct surplus cash to maximise value and returns Operating productivity Capital productivity Maximise cash flow Maintenance capital Strong balance sheet Minimum pay-out dividend Surplus free cash flow Debt reduction Additional Buy-backs Organic growth Acquisitions dividend amount < Direct surplus cash to maximise value and returns > BHP Billiton Limited Annual General Meeting 17 November 2016 35 bhpbilliton

Future value Increase volume by up to 4% (excluding shale)1 Deliver a further US$1.8 billion in productivity gains1 Invest US$5.4 billion in capital and exploration expenditure1 Increase free cash flow from assets 1. Forecast FY2017. BHP Billiton Limited Annual General Meeting 17 November 2016 36 bhpbilliton

Nelson Point, Western Australia bhpbilliton

Inclusion and diversity is part of Our Charter bhpbilliton Our Charter We are BHP Billiton, a leading global resources company. Our Purpose Our purpose is to create long-term shareholder value through the discovery, acquisition, development and marketing of natural resources. Our Strategy Our strategy is to own and operate large, long-life, low-cost, expandable, upstream assets diversified by commodity, geography and market. Our Values Sustainability Putting health and safety first, being environmentally responsible and supporting our communities. Integrity Doing what is right and doing what we say we will do. Respect Embracing openness, trust, teamwork, diversity and relationships that are mutually beneficial. Performance Achieving superior business results by stretching our capabilities. Simplicity Focusing our efforts on the things that matter most. Accountability Defining and accepting responsibility and delivering on our commitments. We are successful when: Our people start each day with a sense of purpose and end the day with a sense of accomplishment. Our teams are inclusive and diverse. Our communities, customers and suppliers value their relationships with us. Our asset portfolio is world-class and sustainably developed. Our operational discipline and financial strength enables our future growth. Our shareholders receive a superior return on their investment. Andrew Mackenzie Chief Executive Officer We are successful when: Our teams are inclusive and diverse. BHP Billiton Limited Annual General Meeting 17 November 2016 38 bhpbilliton

Our contribution BHP Billiton Limited Annual General Meeting 17 November 2016 39 bhpbilliton

Total economic contribution in Australia Suppliers US$8.0b Employees US$2.4b Shareholders, lenders and investors US$2.5b3 Total payments to governments Income taxes Royalty-related income taxes Royalties Other payments to governments US$2.5b Social investment1 US$45.6m Total economic contribution = US$15.5b2 bhpbilliton Integrity Resilience Growth Economic contribution and payments to governments Report 2016 1. Community contribution includes cash and administrative costs (US$45.6 million) and excludes spend by BHP Billiton charities. 2. The total economic contribution made during FY2016 of US$15.5 billion is determined by combining total payments to governments of US$2.5 billion (determined on a cash basis), payments to suppliers of US$8.0 billion, employee expenses of US$2.4 billion, distributions to shareholders and investors of US$2.5 billion (determined on an accrual basis) and community contribution of US$45.6 million. Numbers subject to rounding. 3. Shareholders and investors includes US$2.4 billion of dividends attributable to members of the BHP Billiton Group and US$114 million of interest expense. BHP Billiton Limited Annual General Meeting 17 November 2016 40 bhpbilliton

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Dean Dalla Valle BHP Billiton Limited Annual General Meeting 17 November 2016 43 bhpbilliton

Jac Nasser BHP Billiton Limited Annual General Meeting 17 November 2016 44 bhpbilliton

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|  |  |  |  |  | BHP Billiton Limited and BHP Billiton Plc
Date: November 17, 2016 |  |  |  | By: |  | /s/ Rachel Agnew
|  |  |  | Name: |  | Rachel Agnew
|  |  |  | Title: |  | Company Secretary