BHP BHP Group Limited

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

April 21, 2022

BHP GROUP LIMITED

(ABN 49 004 028 077)

(Exact name of Registrant as specified in its charter)

VICTORIA, AUSTRALIA

(Jurisdiction of incorporation or organisation)

171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA

(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:  ☒ 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    ☒No

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

NEWS RELEASE

BHP OPERATIONAL REVIEW

FOR THE NINE MONTHS ENDED 31 MARCH 2022

Note: All guidance is subject to further potential impacts from COVID-19 during the 2022 financial year.

Group copper equivalent production decreased by 3%(4) over the nine months ended 31 March 2022 mainly due to lower copper volumes.

Summary

BHP Chief Executive Officer, Mike Henry:

“BHP delivered safe and reliable production in the third quarter. Our WA iron ore business continues to perform strongly as we navigate the state’s first major COVID-19 wave, and we remain on track to achieve full year volume and cost guidance. Amid record high prices, our Queensland metallurgical coal business delivered strong underlying performance and benefited from better weather in the quarter.

In copper, Spence production is increasing and the Olympic Dam smelter is performing strongly as it returns to full production following planned maintenance. These gains have been more than offset at Escondida by impacts from COVID-19 and public road blockades in Antofagasta, which are reflected in a revision to overall production guidance.

Our Jansen potash project is on track, with good progress on the shafts, in the underground mining systems and at the port. The merger of our petroleum assets with Woodside has progressed and is set for completion in June 2022, while the divestment of our BMC business to Stanmore should complete in May 2022.

Market volatility and inflationary pressures have increased further as a result of the Russian invasion of Ukraine. We continue our work to mitigate cost pressures through a sharp focus on operational reliability and cost discipline. While we expect conditions to improve during the course of the 2023 calendar year, we anticipate the skills shortages and overall labour market tightness in Australia and Chile to continue in the period ahead.

Our hearts go out to all those impacted by the tragic events in Ukraine. The BHP Foundation has donated US$5 million to aid the response to the humanitarian crisis.”

Operational performance

Production and guidance are summarised below.

Note: All guidance is subject to further potential impacts from COVID-19 during the 2022 financial year.

Major development projects

At the end of March 2022, BHP had two major projects under development, the US$2.97 billion Jansen mine shafts project and the US$5.7 billion Jansen Stage 1 project. Our major projects under development are tracking to plan.

Corporate update

Portfolio

In February 2022, BHP advanced its early-stage copper interests by investing C$100 million to acquire a five per cent equity interest in Filo Mining, a Toronto Stock Exchange listed exploration and development company. Filo Mining owns the Filo del Sol project located in the Atacama Region of Chile and adjacent to the San Juan Province in Argentina, which is in the advanced exploration stage. The proceeds from BHP’s investment will be used for exploration and project studies. Filo Mining and BHP have agreed to form a joint advisory committee to share expertise, exploration concepts, and discuss future project development options.

All conditions precedent under the Share Sale and Purchase Agreement for the divestment of BHP’s 80 per cent interest in BMC to Stanmore Resources Limited have been satisfied, and completion is expected to occur on 3 May 2022. The purchase price comprises US$1.1 billion cash on completion, US$100 million in cash six months after completion and the potential for up to US$150 million in a commodity price-linked earnout payable in the 2024 calendar year.

Completion of the merger of BHP’s oil and gas portfolio with Woodside is targeted for 1 June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders at the Woodside general meeting on 19 May 2022. All required regulatory and competition approvals have been obtained, other than the National Offshore Petroleum Titles Administrator approval which is expected prior to completion. BHP is expected to receive 914,768,948 newly issued Woodside shares at completion and determine a fully franked in specie dividend of the Woodside shares to BHP shareholders. BHP shareholders are expected to be entitled to one Woodside share for every 5.5340 BHP shares they hold on the BHP register at the record date of 26 May 2022. Additional information on the proposed in specie dividend and share distribution can be found in our announcement on 8 April 2022.

Samarco

Samarco’s Judicial Reorganisation process is continuing in the Commercial Courts of Belo Horizonte, State of Minas Gerais. The Judicial Reorganisation is a process for Samarco to restructure its financial debts in order to establish a sustainable independent financial position that would allow Samarco to continue its operations safely and meet its Renova Foundation obligations. BHP Brasil will continue to support Samarco in this process. The Judicial Reorganisation does not affect Samarco’s obligation or commitment to make full redress for the 2015 Fundão dam failure, and it does not impact Renova Foundation’s ability to undertake remediation and compensation works. BHP Brasil and Vale each hold a 50 per cent interest in Samarco.

Separately, negotiations are also ongoing with State and Federal Prosecutors and other Brazilian public authorities on the review of the Framework Agreement(5), seeking a definitive and substantive settlement of Brazilian claims relating to the dam failure.

Copper

Production

Copper – Total copper production decreased by 10 per cent to 1,112 kt. Guidance for the 2022 financial year has been lowered to between 1,570 and 1,620 kt, from between 1,590 and 1,760 kt, which reflects lowered production guidance for Escondida.

Our Chilean assets experienced a challenging operating environment in the March 2022 quarter due to a reduction in our operational workforce as a result of a significant increase in COVID-19 cases in Chile, particularly the Omicron variant, and the mitigation measures implemented. This is despite high COVID-19 vaccination rates and continued use of control measures at our operating sites.

Escondida copper production decreased by 13 per cent to 715 kt primarily due to grade decline in the current mining area, the impact of a reduced operational workforce from COVID-19 and public road blockades associated with social unrest affecting access to site for both workers and supplies. Escondida achieved record material mined for the nine months to March 2022 despite these challenges. Production guidance for the 2022 financial year has been lowered to between 1,000 and 1,030 kt, from between 1,020 and 1,080 kt, reflecting the impact of increased COVID-19 cases and related supply constraints, as well as the road blockades. Concentrator feed grade decline in the current mining area remains forecast at approximately 2 per cent for the year. Medium term guidance of an annual average of 1.2 Mt of copper production over the next five years remains unchanged, with production expected to be weighted towards the latter years.

Pampa Norte copper production increased by 37 per cent to 204 kt, reflecting the continued ramp up of the Spence Growth Option (SGO), partially offset by the impact of lower cathode production as a result of grade decline and the public road blockades. Ore stacking grade for cathodes is now expected to decline by approximately 15 per cent for the 2022 financial year due to a change in mine sequencing. Production guidance for the 2022 financial year remains unchanged at between 260 and 300 kt. We continue to progress the plant design modifications required at SGO to achieve planned copper production levels. The Spence guidance to average 300 ktpa (including cathodes) in the first four years of production will be subject to the timing of these modifications being completed.

Olympic Dam copper production decreased by 46 per cent to 83 kt as a result of the execution of the major smelter maintenance campaign which was completed in January 2022. The subsequent smelter ramp up to full capacity was achieved in April 2022, and has delivered 17 per cent higher smelted tonnes compared to the ramp up after the prior maintenance campaign in 2017. Production for the 2022 financial year is expected to be at the lower end of the guidance range of between 140 and 150 kt primarily as a result of COVID-19 related impacts to the completion of the smelter maintenance campaign.

Antamina copper production increased by two per cent to 110 kt, reflecting higher copper head grades. Zinc production decreased by 13 per cent to 96 kt reflecting lower zinc head grades. Production guidance remains unchanged, with copper production expected to be at the upper end of the 120 to 140 kt guidance range, and zinc production between 115 and 130 kt.

Iron Ore

Production

Iron ore – Total iron ore production in line with the prior period at 189 Mt. Production guidance for the 2022 financial year remains unchanged at between 249 and 259 Mt.

WAIO production of 186 Mt (211 Mt on a 100 per cent basis) was in line with the prior period. The impacts of temporary labour constraints relating to COVID-19, train driver shortages, planned track renewal works in the March 2022 quarter, and the planned major maintenance on car dumper one and the Jimblebar train load out in the first half were offset by continued strong supply chain performance, including higher car dumper performance, and favourable weather compared to the prior period. South Flank ramp up to full production capacity of 80 Mtpa (100 per cent basis) over three years remains on track with an average rate of 58 Mtpa achieved in the March 2022 quarter contributing to record production from the MAC hub and record lump sales.

Production guidance for the 2022 financial year remains unchanged at between 246 and 255 Mt (278 and 288 Mt on a 100 per cent basis). Production in the June 2022 quarter is expected to be impacted by continued COVID-19 related absenteeism as Western Australia approaches anticipated peak case numbers, and planned car dumper maintenance.

Samarco production was 3.1 Mt (BHP share), following the recommencement of iron ore pellet production at one concentrator in December 2020. Production guidance for the 2022 financial year remains unchanged at between 3 and 4 Mt (BHP share), with production expected to be at the upper end of the guidance range.

Metallurgical coal – Metallurgical coal production decreased by two per cent to 28 Mt (49 Mt on a 100 per cent basis). Queensland Coal production guidance for the 2022 financial year remains unchanged at between 38 and 41 Mt (68 and 72 Mt on a 100 per cent basis), of which BMA is expected to contribute between 29 and 31 Mt, and BMC is expected to contribute between 9 and 10 Mt. The divestment of BHP’s 80 per cent interest in BMC to Stanmore Resources Limited is expected to complete on 3 May 2022 upon which date the economic interest in and operating control of BMC transfers to Stanmore Resources Limited.

At Queensland Coal, strong underlying operational performance, including improvements in underlying truck productivity, have been offset by significant wet weather impacts across most operations in the first half of the year and labour constraints, including COVID-19 related absenteeism, impacting stripping and mine productivity. Labour shortages and COVID-19 related absenteeism remain a risk for the remainder of the year.

Energy coal – Energy coal production is broadly in line with the prior period at 10 Mt. Production guidance for the 2022 financial year remains unchanged at between 13 and 15 Mt.

At NSWEC, continued wet weather and COVID-19 related labour constraints impacted stripping performance and mine productivity in the March 2022 quarter, offsetting the strong first half operational performance. Higher quality products now make up almost 90 per cent of sales compared to approximately 65 per cent of sales in the prior period, maximising the benefit from the widening price spread.

Other

Nickel production

Nickel – Nickel West production decreased by 13 per cent to 58 kt due to the impacts of COVID-19 related labour absenteeism and workforce shortages in the March 2022 quarter, planned asset integrity work to support operational stability completed in the December 2021 quarter, as well as planned maintenance in the September 2021 quarter. Production guidance for the 2022 financial year has been lowered to between 80 and 85 kt from between 85 and 95 kt, largely reflecting the impact from COVID-19 related labour constraints.

Potash – Our potash major projects under development are tracking to plan.

Minerals exploration

Total minerals exploration expenditure for the nine months to March 2022 was US$170 million, of which US$127 million was expensed.

Work continues on existing projects, joint ventures and farm-in agreements, as well as leveraging technology to both look deeper in mature exploration jurisdictions and delineate new high potential search spaces globally. Greenfield minerals exploration is being undertaken on advancing copper targets in Chile, Ecuador, Mexico, Peru, Canada, Australia and the south-west United States. Nickel targets are also being advanced in Canada and Australia. Specifically in copper, we are testing targets with drilling in Chile, Ecuador, the United States and Australia.

In April 2022, BHP agreed to fund a new C$2 million nickel exploration program in Nunavik, Quebec as part of its strategic alliance with Midland Exploration(6). The exploration program will run during the 2022 calendar year and consist of regional magnetotelluric surveys, as well as two phases of prospecting.

At Oak Dam in South Australia, BHP is continuing next stage resource definition drilling with four drill rigs now active on site, an increase from two drill rigs previously, after commencing the program in May 2021.

Discontinued operations - Petroleum

Production

Completion of the proposed merger of BHP’s oil and gas portfolio with Woodside Petroleum Ltd is targeted for 1 June 2022, subject to the satisfaction of conditions precedent including approval by Woodside shareholders at the Woodside general meeting on 19 May 2022. The effective date of the merger is 1 July 2021. The half year financial results for 31 December 2021 were prepared on the basis that BHP Petroleum is a discontinued operation.    

Total petroleum production increased by two per cent to 77 MMboe. No further production guidance for the 2022 financial year will be provided for Petroleum given the business is presented as a discontinued operation.

Crude oil, condensate and natural gas liquids production increased by eight per cent to 37 MMboe, reflecting the additional 28 percent working interest acquired in Shenzi in November 2020, new production from Atlantis and Shenzi, increased volumes from Ruby following first production in May 2021, and lower impact from weather events in the Gulf of Mexico. The increase was partially offset by natural field decline across the portfolio.

Natural gas production decreased by three per cent to 244 bcf, reflecting natural field decline, decreased production at North West Shelf and unplanned downtime at Angostura. The decline in production has been partially offset by increased volumes from Ruby and higher seasonal demand for gas at Bass Strait.

The divestment of our interest in the ROD Integrated Development in Algeria was completed in April 2022.

Petroleum exploration

Exploration and appraisal wells drilled during the March 2022 quarter are summarised below.

In the central Gulf of Mexico, the Wasabi-2 well encountered sub-commercial hydrocarbons and was plugged and abandoned. This completes the Wasabi exploration program, with results under evaluation to determine next steps.

On 2 March, 2022, BHP signed a farm-out agreement with a subsidiary of Shell plc. to assign 40 per cent equity in each of the two Barbados offshore Exploration Licences – the Bimshire and Carlisle Bay Blocks. The agreement is subject to customary regulatory approvals and third-party consents. Completion of the deal is expected by the end of the June 2022 quarter.

Petroleum exploration expenditure for nine months ended March 2022 was US$362 million, of which US$261 million was expensed. An approximately US$540 million exploration and appraisal program is being executed for the 2022 financial year.

Variance analysis relates to the relative performance of BHP and/or its operations during the nine months ended March 2022 compared with the nine months ended March 2021, unless otherwise noted. Production volumes, sales volumes and capital and exploration expenditure from subsidiaries are reported on a 100 per cent basis; production and sales volumes from equity accounted investments and other operations are reported on a proportionate consolidation basis. Numbers presented may not add up precisely to the totals provided due to rounding. Copper equivalent production is based on 2021 financial year average realised prices.

The following footnotes apply to this Operational Review:

The following abbreviations may have been used throughout this report: barrels (bbl); billion cubic feet (bcf); cost and freight (CFR); cost, insurance and freight (CIF); dry metric tonne unit (dmtu); free on board (FOB); grams per tonne (g/t); kilograms per tonne (kg/t); kilometre (km); metre (m); million barrels of oil equivalent (MMboe); million barrels of oil per day (MMbpd); million cubic feet per day (MMcf/d); million tonnes (Mt); million tonnes per annum (Mtpa); ounces (oz); pounds (lb); thousand barrels of oil equivalent (Mboe); thousand barrels of oil equivalent per day (Mboe/d); thousand ounces (koz); thousand standard cubic feet (Mscf); thousand tonnes (kt); thousand tonnes per annum (ktpa); thousand tonnes per day (ktpd); tonnes (t); and wet metric tonnes (wmt).

In this release, the terms ‘BHP’, the ‘Group’, ‘BHP Group’, ‘we’, ‘us’, ‘our’ and ourselves’ are used to refer to BHP Group Limited, BHP Group plc and, except where the context otherwise requires, their respective subsidiaries as defined in note 30 ‘Subsidiaries’ in section 3.1 of BHP’s 30 June 2021 Annual Report and Form 20-F. Those terms do not include non-operated assets. Notwithstanding that this release 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. Our non-operated assets include Antamina, Samarco, Atlantis, Mad Dog, Bass Strait and North West Shelf. BHP Group cautions against undue reliance on any forward-looking statement or guidance in this release, particularly in light of the current economic climate and significant volatility, uncertainty and disruption arising in connection with COVID-19. These forward looking statements are based on information available as at the date of this release and 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 release.

Further information on BHP can be found at: bhp.com

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

BHP Group Limited ABN 49 004 028 077

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Production summary

Throughout this report figures in italics indicate that this figure has been adjusted since it was previously reported.

Production and sales report