Wirtualna Polska Holding S.A. Annual Report 2014

FY2014 Annual Report · Wirtualna Polska Holding S.A.

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ANNUAL REPORT 2014

Realising ouR
Global Vision

On the cover
By capitalising on our strengths, strong local operations and emerging
new opportunities, we are well positioned to achieve our aim of being
a global leader in upstream oil and gas.

Growing our portfolio

We continue to evaluate
commercial transactions
that have the potential
to deliver significant
shareholder value.

In December 2014,
Woodside entered into
a binding transaction
to acquire Apache’s
Wheatstone LNG,
Balnaves oil and Kitimat
LNG project interests. The
acquisition1 is a natural fit
with our current portfolio,
building our development
pipeline and increasing our
LNG production profile.

Read more on

Australia Oil

8.4

MMboe

After returning from planned shipyard
maintenance and refurbishment in late 2013,
the Vincent floating production storage and
offloading vessel (FPSO) delivered a full year
of production and contributed 5.0 MMboe of
Australia Oil’s production (8.4 MMboe).

Read more on

Environment

29%

Decrease in
flared gas intensity

97.4%

Reliability

97.1%

Reliability

NWS achieved top-quartile LNG reliability
averaging 97.4% and exceeded its production
targets. Final investment decision (FID) was
taken for the Persephone project.

Pluto achieved top-quartile LNG reliability
averaging 97.1% and exceeded its production
targets. The Perth-based Pluto Support Centre
was established to deliver efficiencies and
innovations.

Read more on

Our people

45%

Increase in
graduate intake
Consistent with our strategy of growing our
culture for a long-term sustainable future,
our 2015 intake of 103 graduates
is a 45% increase on 2014. Women
represent 43% of this intake.

Health, safety, security and
emergency management

Read more on

50%

Reduction in
Tier 2 PSEs
We recorded a 50% reduction in the number of
reported Tier 2 process safety events (PSEs).
This result reflects our focus on performance
excellence to improve process safety
management.

Read more on

Community engagement

LNG marketing update

A$22.6

Million

321

LNG cargoes delivered

2014 saw a 29% reduction in flared gas
intensity through improvements to facility
start-up processes and high reliability in
facility operation.

We contributed A$22.6 million worth of social
investment to our host communities, and our
staff contributed 6,300 volunteering hours.
We were named West Australian Corporate
Volunteer of the Year.

Our NWS and Pluto projects delivered 256 and
65 cargoes (100% project) respectively.

Read more on

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWOPERATING AND
FINANCIAL REVIEW

FINANCIAL POSITION

Woodside enters a low oil price environment in a strong financial position,
underpinned by record production of 95.1 MMboe. We have maintained
our 80% dividend payout ratio, and our balance sheet is well positioned to
support our future growth.

Key metrics

US$ million unless stated otherwise

Operating revenue
Costs of production
EBITDA1
Depreciation and amortisation2
Impairments
EBIT
Reported NPAT
Non-recurring items
Underlying NPAT
Net cash from operating
activities

2013
5,926
1,242
4,188
1,263
387
2,538
1,749
47
1,702

2014
7,435
1,112
5,568
1,462
434
3,672
2,414
(7)
2,421

3,330

4,785

Capital expenditure

Exploration expenditure

590

261

2,271
1,738
1,541

Free cash flow
Dividends paid
Net debt
Key ratios
Gearing
9.2
%
213
Earnings
US cps
207
Underlying earnings US cps
Return on equity
11.5
%
Effective income tax rate % 29.8

561

410

4,168
1,764
(682)

(4.5)
293
294
15.3
30.1

Sales volumes

Gas

Liquids

MMboe

MMbbl

67.4
18.3

72.4
20.8

1. EBITDA excludes impairment and amortisation of permit
acquisition costs. EBITDA has been restated for 2013.
2. Includes depreciation of other plant and equipment and

amortisation of licence acquisition costs.

Reported NPAT

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2014 delivered reported NPAT of
US$2,414 million, an increase of 38%
compared to 2013. This was supported by
higher production, higher realised prices
and lower expenses, partly offset by higher
depreciation and impairments.

Underlying earnings
per share (EPS)

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2014 NPAT was higher than in 2013 largely due to increased revenue associated with the Pluto
second pricing period, higher production as a result of the Vincent FPSO returning to production
from refurbishment and higher reliability at Pluto and NWS.

1. Foreign exchange rates.
2. Petroleum Resource Rent Tax.

We delivered a reported net profit of US$2,414 million in 2014.

Key differences relative to 2013

Impairments

105.04

96.57

(8.47)

restoration estimate.

Revenue

Price: The US$694 million increase
was a result of the Pluto second pricing
period, partially offset by lower oil prices
experienced in the second half of the year.

Average realised prices

All in US$/boe

Pipeline natural gas

NWS LNG

Pluto LNG

Condensate

LPG

Oil

Volume weighted
average realised prices

2013
26.31

2014 Variance
28.18

1.87

77.43

73.46

(3.97)

54.52

81.31

26.79

101.71 100.40

(1.31)

111.29 100.77 (10.52)

67.43

75.89

8.46

Brent average price

109

(10)

Volume: Record production of
95.1 MMboe resulted in increased
revenue of US$612 million. This was
driven by higher reliability at Pluto
and NWS, coupled with a full year of
production from the Vincent FPSO (which
returned from refurbishment in Q4 2013).

Other: Other revenue increased,
predominantly due to increasing trading
activities.

Net other expenses
Increased by US$86 million largely due to
recognition of additional impairments and
a loss on the sale of assets in 2014.

US$ million 2013

2014

Enfield1,2

Stybarrow1,3

Neptune2,3

Laminaria-Corallina1,3

Vincent1,4

NWS Oil1

Pluto Train 2/3 front-end
engineering and design (FEED)5

154

179

Total

387

434

1. Lower forward price assumption.
2. Assessment of the ultimate reserve recovery.
3. Increase in the carrying amount associated with

4. Lower facility reliability assumption.
5. Decline in value of expansion costs.

Cost of sales
Cost of sales have increased largely due
to the volume impact on depreciation and
amortisation expense. Costs also reflect
increased trading activities.

2014 Variance

US$ million 2013
732

Production costs

Royalties and excise

Carbon costs

Insurance

461

705

400

Inventory movement

(28)

(40)

Shipping and direct
sales costs

Trading costs

Oil and gas properties
depreciation and
amortisation

145

185

160

1,207

1,426

219

Total

2,594

2,883

289

(27)

(61)

(12)

(18)

(12)

160

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn

Unit production costs
We achieved an overall 12% reduction
in unit production costs relative to
2013, with an 11% decrease in gas
unit production costs and a 24%
reduction in oil unit production costs.
This predominantly reflects favourable
exchange rate impacts across all
Australian assets, our increased focus on
reliability and cost reduction activities.

Gas production cost: Gas production
costs decreased by US$20 million to
US$409 million in 2014 predominantly
due to lower production costs at Pluto
driven by higher plant reliability and
favourable exchange rates.

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Unit production cost

Oil production cost: Oil production
costs decreased by US$4 million to
US$300 million. This was predominantly
due to favourable exchange rates partially
offset by a full year of production from
the Vincent FPSO.

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Oil production cost
Unit production cost

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Cash margins
Cash margins have increased with higher
realised pricing at Pluto, and a full year of
production from Vincent.

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Cash margin

Production costs

Other

Free cash flow
Free cash flow has increased to
US$4,168 million, reflecting strong
operating performance. Three year
cumulative free cash flow is over
US$10 billion.

4,785

8
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3,475

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3,330

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2,242

2,104

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Free cash flow

Operating cash flow

Investment
In 2014 we invested US$971 million
in our business comprising
US$561 million in capital expenditure
(down from US$590 million in 2013)
and US$410 million in exploration
(up from US$261 million in 2013).

Our 2014 investment spend reflects
increasing exploration activity. The
composition of this expenditure
was approximately one half to drilling
(in Australia), one quarter to seismic
(globally) and one quarter to general
permit activity.

Capital expenditure has largely been on
Xena, Browse, Greater Western Flank
Phase-1, Vincent and Karratha Life
Extension.

Our investment expenditure outlook is
on 17 .

Balance sheet and liquidity
Strong cash flows from our underlying
business combined with low capital and
exploration expenditures have allowed us
to pay down debt, resulting in a net cash
position of US$682 million.

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Net debt

Gearing (%)

(4.5)

12 13 14

Following the execution of US$2,000
million in undrawn short term bilateral
facilities in December, we ended 2014
with available funds of US$6,818 million,
comprising cash of US$3,268 million and
available undrawn debt facilities of
US$3,550 million.

FINANCIAL POSITION

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Cash

Undrawn debt

Drawn debt

9,000

7,000

5,000

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13 14

Demonstrating our effective use of capital,
we achieved Return on Equity (ROE) of
15.3% and Return on Average Capital
Employed (ROACE) of 17.5%, up from
11.5% and 12.0% respectively in 2013.

Woodside’s credit ratings have been
affirmed by Standard & Poor’s (BBB+)
and Moody’s (Baa1) following the
announcement of our transaction to
acquire Apache’s interests in key assets,
and the recent decline in oil prices.

Our strong balance sheet, and
confirmation of our credit ratings,
ensures we are well positioned to fund
our existing commitments and future
growth. In addition, our producing assets
continue to generate positive operating
cashflows, even at current low oil prices.
We will continue to assess our current
development portfolio, and growth
opportunities, in line with our rigorous
approach to investment decision making.

NPAT sensitivities
For 2015, a US$1 movement in the
Brent oil price is expected to impact
NPAT by US$25 million, and a
US$0.01 decrease in the AUD/USD
exchange rate is expected to increase
NPAT by US$5 million.

Productivity progress
We announced a multi-year productivity
program in May 2014, and have worked
proactively to reduce our cost structure.
Through a rigorous diagnostic and design
process we identified key improvement
opportunities. We are targeting at least
US$800 million in incremental benefits
by the end of 2016 through a:

3–5% uplift in production volumes

from our existing assets;

10–20% reduction in external spend;

and

10–20% improvement in our

organisational and process efficiencies.

In 2014, we delivered in excess of
US$560 million of benefits against
our 2014 target of US$400 million.
We are living our values by finding ways
to work more efficiently, reduce waste
and lower costs. During the year we
completed numerous small improvement
projects and trained over 800 people in
continuous improvement.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEW

OPERATING AND
FINANCIAL REVIEW

STRATEGY, OUTLOOK AND RISKS

Strategic direction
Our vision is to deliver superior
shareholder returns by becoming a
global leader in upstream oil and gas.
Our strategy to achieve this is built upon
three related themes: maximising the
value of our core assets, leveraging our
capabilities and growing our portfolio.

Grow Portfolio

Leverage Capabilities

h
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V

Maximise Core

Lead time

Woodside is uniquely positioned with a
reliable asset base, distinctive capabilities
and strong relationships to develop world-
class projects. This is underpinned by our
strong balance sheet and cash flow.

Maximise our core
Woodside operates world-class
producing assets including the NWS
Project and Pluto. We will continue to
create substantial near-term value by
maximising operational effectiveness,
extending the life of our producing assets
and developing our contingent resources.

We are maximising operational
effectiveness through a culture of
continuous improvement. Woodside
proactively reduced its cost structure
before the decline in oil prices in the
second half of the year. We are currently
executing a range of improvement
projects to further lower our costs,
increase production reliability and
improve our overall competitiveness.

We intend to extend the producing life
of our existing assets by developing our
own resources, and processing nearby
resources of others, for example, third
party gas through the NWS.

Our priority is to unlock value from
the Browse resource using floating
LNG (FLNG) technology. Woodside
has long-standing relationships with
key technology partners and a strong
technology pedigree, dating back to the
original NWS development.

Our ongoing focus on health, safety and
environment (HSE), indicates that we are
on track to achieve global top-quartile
HSE performance by 2017.

Leverage our capabilities
Woodside is building distinctive
capabilities across the oil and gas value
chain and has a proven track record in

the design, construction and operation
of world-class LNG plants, FPSO
operations, subsea technology, seismic
acquisition and processing and
deepwater drilling. Our capabilities
provide a competitive advantage when
applied to world-class resources in
challenging environments, for example,
large-scale projects executed in offshore,
coastal and remote locations.

Woodside has its own FLNG, near-shore
liquefaction, modular liquefaction
technologies and a range of subsea
processing and seismic processing
technologies ready for use. We have
established remote operations from the
Perth-based Pluto Support Centre to
lower operating costs and improve
maintenance outcomes.

Woodside is growing its marketing,
shipping and trading capabilities. For
example, in 2014, we agreed to purchase
approximately 0.85 mtpa of LNG from
the Corpus Christi Liquefaction Project
for a period of 20 years starting in 2019.
This purchase will provide a new
geographic source of LNG and diversify
our product offering on the basis of
specification and pricing.

These skills provide new business growth
opportunities where our capabilities
can be applied to deliver value-adding
upstream and development projects.

Grow our portfolio
Woodside’s robust balance sheet,
distinctive capabilities and partnerships
create a strong foundation for
future growth.

We are growing and rebalancing our
exploration portfolio, with a focus on
increasing our exposure to emerging
petroleum provinces, while also
concentrating on aggregating positions
around our existing focus areas in
Australasia, the Atlantic margins and
Sub-Saharan Africa. In 2014, we acquired
interests in Cameroon, Canada (Nova
Scotia), Gabon, Morocco, Myanmar and
Tanzania.

We are also seeking to grow our portfolio
through corporate and asset acquisitions,
maintaining a disciplined approach to
ensure that we continue to increase
shareholder value and appropriately
manage risk.

Our purchase1 of Apache’s interests in
three key assets delivers growth in the
immediate, near and medium term.
Balnaves delivers immediate production
and leverages synergies with our existing
FPSO operations. Wheatstone delivers
material near-term production and cash
flow. It is a world-class asset with
8.9 mtpa (1.16 mtpa Woodside share)

1. The acquisition is subject to transaction close.

LNG production capacity, with first gas
targeted from late 2016. Kitimat LNG
offers a ground floor entry position in the
most advanced LNG opportunity in
Western Canada. These assets will
provide value-enhancing opportunities
and leverage our subsea, FPSO
operations and LNG capabilities.

We continue to evaluate further
acquisition opportunities that meet our
target investment criteria.

Outlook
Market outlook
The LNG market will be impacted by
volatility in oil price, effects of world
economic growth, energy demand and
more directly through oil-linked LNG
pricing. Price trends in the short-term
market reflect demand and supply factors
including but not limited to weakening oil
prices. Key uncertainties for LNG in the
medium term include the potential restart
of some nuclear reactors in Japan and the
ramp-up timing of new supply from
Australia and the United States of
America (USA). There is significant risk
of delay for some projects under
construction, therefore the LNG market
has the potential to be tighter in the
period to 2020.

For more information on the LNG
marketing updates, please refer to 32 .

Production range
Woodside’s production target range for
2015 is 84 to 91 MMboe, comprising a
product split of approximately 38%
Pluto LNG, 26% NWS LNG, 15% NWS
domestic gas and 21% condensate,
oil and LPG. This range does not include
production from the Apache asset
purchase which is expected to be 3 to
4 MMboe2 based on a targeted transaction
close date of 31 March 2015. The
additional range reflects the inclusion of
Balnaves oil production and Kitimat pipeline
natural gas production, split approximately
55% Balnaves oil and 45% Kitimat pipeline
natural gas. An updated production target
range will be issued after the transaction
has closed.

Exploration activities
In 2015, our planned drilling activities
include:

up to three wells in Australia (Outer

Canning, Pluto and Exmouth regions);

up to three international wells

(Cameroon, Korea and Myanmar); and

seismic surveys in Morocco, Myanmar,

New Zealand, Peru and Tanzania.

2 Estimates of Apache asset production is based
on Woodside’s analysis of Apache’s production
data, Woodside will issue a consolidated
production range after the transaction has
closed.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATION
Our focus in 2015 is to continue to grow
and high-grade our global exploration
portfolio with an emphasis on emerging
petroleum provinces that offer materiality
(see Chart 1).

To read more about our exploration
growth, go to 40 .

proposed Browse FLNG development.
The revised schedule for Browse provides
an opportunity to seek significantly lower
cost outcomes. Woodside is targeting
FEED phase entry in mid-2015, and a FID
decision in 2016.

To read more about Browse, go to 38 .

Development activities
Our key future development activities
include Browse, Greater Western Flank
(GWF) Phase 1, Persephone, GWF-2,
Lambert Deep and Xena (see Chart 2).

Persephone is the next major development
for the NWS Project, with FID taken
in 2014. It involves a two-well subsea
tieback to the North Rankin Complex. The
NWS Proved plus Probable (2P) reserves
(see Chart 2) will be developed in the
period up to 2019, at an expected cost of
between approximately US$6.40/boe and
US$12.80/boe.

Woodside has completed basis of
design and key pre-FEED work for the

Woodside remains committed to
developing Greater Sunrise once
alignment on a commercial
development concept is achieved.

To read more about Sunrise, go to 39 .

Investment expenditure
Woodside’s total investment expenditure
in 2015 is expected to be approximately
US$6.2 billion (see Chart 3). This
expenditure relates to activities including
exploration, Karratha life extension,
Phase 1 of the Xena field tie-in project,
the GWF Phase 1 project, Persephone,
Browse FLNG, Vincent Phase IV well,
Wheatstone1 and Kitimat1.

1. The acquisition is subject to transaction close.

Chart 1 – 2015/2016 planned drilling and seismic activities

2015

2016
Q1

Size(1)

Target

Drilling

Outer Canning

Pluto

Anhalt

Pyxis

Exmouth sub-basin

Malaguti

Cameroon

Myanmar

Korea

Seismic

Peru

New Zealand

Tanzania

Morocco

Myanmar

Gabon

Cheetah

Saung

Hongge

Gas

Oil

Gas

Oil/Gas

Large

Medium

Large

Km(2)

550

2,170

1,300

1,100

>5,000

>10,000

2,500

Chart 1 footnotes:

1. Target size: Gross mean success volume 100%, un-risked. Small <20MMboe,

Medium >20 MMboe and <100MMboe and Large >100MMboe.

2. 2D seismic is in line km. 3D seismic is in sq km.

Note: Forecast activity plan as at 18 February and subject to change.

Drilling

Seismic

Chart 2 – Development pipeline

2014

2015

2016

2017

2018

2019

Browse

NWS:

GWF-1

Persephone

GWF-2

Lambert Deep
Pluto: Xena
Greater Enfield1

Balnaves2,3

Wheatstone3

Kitimat3,4

Concept select

Basis of design (BoD & FEED)

Execute

Execute subject to FID

STRATEGY OUTLOOK AND RISK

Woodside’s share of sustaining capital
expenditure2 in 2015 is expected to be
as follows:

NWS: approximately US$30 million
(combined onshore and offshore);

Pluto: approximately

US$20 million (combined onshore
and offshore); and

Australia Oil: approximately

US$10 million.

Exploration expenditure in 2015 will
comprise approximately one half to
drilling, one quarter to seismic and lease
acquisition costs and one quarter to
general permit activity.

2. Sustaining capital expenditure is capital which

does not develop additional reserves.

To read more about Woodside’s
acquisitions in 2014, go to 43 .

Chart 3 – Woodside’s investment
expenditure outlook

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953

339

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241

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261

274

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125
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Pluto LNG
NWS

Other
Exploration

~2,300

~2,750

~500

~200
~200
~220
15E Apache
Acquisition

Purchase price

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U

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Closing adjustment & 2015 work program

Chart 3 footnotes:
Figures include capital and all exploration expenditure less
capitalised interest.

The ‘Purchase price’ and ‘Closing adjustment & work
program’ expenditure is subject to the transaction closing.

‘Other’ includes Australia Oil, Browse, International,
Sunrise and Corporate.

2015 estimate includes restoration expenditure.

All figures are Woodside share.

Chart 2 footnotes:

1. Phase 1 of Greater Enfield area development

(Laverda, Norton and Cimatti) is being re-assessed
in light of the current low oil price environment.

2. Balnaves commenced production in August 2014.

3. Balnaves, Wheatstone and Kitimat are subject
to transaction close. Reserves and resources
estimates will be provided after the transaction
has closed. Woodside will supply gas from the
Julimar-Brunello fields to the Wheatstone platform.

4. FID timing to be advised after the transaction

has closed.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEW

OPERATING AND
FINANCIAL REVIEW

Risk

Woodside’s approach to risk focuses on enhancing opportunities, reducing threats to our existing and potential business
and sustaining a competitive advantage. We do this through the consistent application of our process for the recognition and
management of risk across the organisation. Woodside’s risk management process (Figure-1) is aligned to ISO 31000, the
international standard for risk management. It is part of our overall management system and sets out clearly defined criteria
to evaluate and report on material risk. We systematically assess the consequence of risk in areas such as health and safety,
environmental, financial, legal and compliance, reputation and brand, and social and cultural impacts. A range of material risks have
been identified which could adversely impact Woodside.

These risks are not listed in order of significance, nor are they all encompassing. Rather, they reflect the most significant risks
identified at a whole-of-entity level.

Operational risk

Loss of containment risk

Our ability to achieve superior
shareholder returns is substantially
influenced by our capability to safely and
reliably produce and deliver hydrocarbon
products to our customers.

A loss of hydrocarbon containment
from a Woodside-operated facility
or well could be significant, resulting
in personnel, environmental, social,
reputation and financial loss.

A sustained and unplanned interruption to
Woodside’s production could significantly
impact our financial performance. Such
an event could occur for a number of
reasons, including loss of facility integrity,
sub-optimal reservoir performance,
critical process failures or a significant
weather event. Pluto LNG will provide
approximately 38% of Woodside’s
production in 2015 from Pluto’s one LNG
train. Therefore, a sustained interruption
in Pluto’s ability to produce and export
LNG would have an adverse effect on
Woodside’s financial performance.
Woodside has an extensive framework
of controls in place to manage such
risks. These controls include our overall
production processes, inspection and
maintenance procedures and marine
assurance processes.

Additionally, our facilities are designed
and operated in accordance with the
overall environmental and climatic
conditions applicable to each facility.
Offshore and marine-related activities
require specific consideration from a risk
perspective. These activities have the
potential to interrupt our ability to produce
hydrocarbons. The removal by a regulator
of Woodside’s approval to produce could
also impact production on a sustained
basis. Woodside’s processes focus on
compliance with legal and regulatory
obligations, which are complemented by
the ongoing engagement we have with
regulators.

A cyber security attack may also
potentially disrupt Woodside’s business
activities, and effective management
of this risk remains a priority for the
company. Our exposure to cyber security
risk is managed by an appropriate
control framework and the continuing
focus on system control improvements,
complemented by an established and
embedded security strategy across the
organisation.

This risk is addressed by an extensive
control framework designed to prevent
the loss of hydrocarbon containment in
the first instance, and by maintaining an
appropriate capability to minimise the
impact of an event should it occur. We
maintain specialised oil spill contingency
and response teams to further enhance
our emergency response capabilities in
this area.

Exploration risk

The ability to identify, acquire and
commercialise hydrocarbons will be
an ongoing contributor to Woodside’s
success. However, there is a risk that
Woodside’s exploration activities may be
unsuccessful, thereby reducing or limiting
future growth.

Our overall exposure to exploration
risk is addressed by a comprehensive
exploration strategy and a rigorous and
disciplined review of opportunities,
complemented by the company’s
capabilities in geosciences and
deepwater exploration.

Commercial transaction risk

Commercial transactions undertaken
with the objective of growing Woodside’s
portfolio are associated with a number
of risks.

These include the risk of a suboptimal
commercial outcome which fails to
deliver the value to Woodside anticipated
by the transaction, the imposition of
unfavourable conditions or obligations as
part of the regulatory approval process
which affect the value of the transaction,
or the eventual operational performance
of any acquired asset not meeting our
expectations.

Our commercial processes are designed
to reduce the likelihood of these risks
materialising as a result of a commercial
transaction.

Commercialisation of
hydrocarbons risk

The company is focused on ensuring the
commercialisation of hydrocarbons to
deliver superior shareholder returns.

A failure to do so may occur as a result
of choosing a sub-optimal development
option or failing to execute a project in a
way that achieves Woodside’s objectives
in relation to cost, schedule and quality.
If we are unsuccessful in managing
cost and productivity, the value we can
secure from future developments will
be reduced. We are actively pursuing
strategies to reduce unit costs for
developments. Creating effective
commercial arrangements with a range
of partners, stakeholders and contractors
is an important mechanism to offset
this risk. Our historic and ongoing
investment in robust and high-quality
opportunity development and project
management systems is also central to
the management of such risks.

The agreement of Woodside’s joint
venture partners to a particular course
of action is often required in order to
commercialise hydrocarbons, and we
may have limited influence or control over
these decisions. We address this risk by
actively engaging with our joint venture
partners to promote alignment
on significant decisions.

Government and regulatory risk

Given that Woodside’s business activities
are subject to extensive regulation,
unforeseen change introduced by
government may adversely impact the
company’s financial standing.

Government action, or conversely
inaction, may also negatively affect our
ability to undertake future development
activities or maximise value from existing
assets. For example, Woodside’s financial
performance and its ability to deliver
value from existing assets and proposed
developments is exposed to changes in
governmental approach to carbon pricing.
With Woodside increasing its global
footprint, the company is proactively
maintaining ongoing and constructive
relationships with both domestic and
international governments and regulators.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATIONMarket risk

External market conditions, including
commodity prices and demand for our
products, may impact Woodside’s future
financial performance.

Commodity prices are variable and are
impacted in part by global economic
factors beyond Woodside’s control.
Adverse commodity impacts are
managed in a number of ways. For
example, any reductions in global
LNG prices are managed through our
diversified portfolio of long-term sale
and purchase agreements. In practical
terms, this provides some downside price
protection. Uncontracted LNG volumes
are sold at the prevailing LNG spot price,
which is subject to greater price volatility.

The financial value obtained from
production is significantly exposed to

fluctuations in the oil price. Woodside
mitigates the uncertainty associated with
product demand by selling LNG under
long-term ‘take or pay’ sale agreements,
in addition to the spot market. There
is greater uncertainty associated with
sales of product on the spot market. The
volume of product available for sale to
our customers in the longer term is also
influenced by our ability to successfully
commercialise hydrocarbons, which is
discussed above.

We are also exposed to fluctuations
in currency exchange rates and, as a
result, Woodside’s financial results can
be negatively impacted. The impact
of this risk is mitigated because the
majority of Woodside’s hydrocarbon
sales, and a portion of debt costs, are
denominated in US dollars. Our exposure
to volatility in the Australian dollar is

STRATEGY OUTLOOK AND RISK

partially offset by our domestic gas
revenue, which is priced in Australian
dollars. The impact of currency volatility
becomes more pronounced when
Woodside is undertaking new domestic,
onshore developments. Our current
exposure to these new projects is low.
Woodside generally considers that active
commodity and currency hedging does
not provide value to our shareholders,
but does consider the appropriateness
of such hedging from time to time and
in specific circumstances. Any hedging
activity is only undertaken in accordance
with limits approved by the Woodside
Board. For the estimated impact of a
change in oil price or exchanges rates on
NPAT, please go to 17 .

Unreasonable prejudice

Forward looking statements

As permitted by sections 299(3) and
299A(3) of the Corporations Act 2001,
we have omitted certain information
from this operating and financial review
in relation to our business strategy, future
prospects and likely developments in our
operations and the expected results of
those operations in future financial years.
We have done this on the basis that
such information, if disclosed, would be
likely to result in unreasonable prejudice
to Woodside (for example, because the
information is premature, commercially
sensitive, confidential or could give a
third party a commercial advantage).
The omitted information relates to our
internal budgets, forecasts and estimates,
details of our business strategy, and LNG
contractual pricing.

This report contains forward looking
statements, including statements of
current intention, statements of opinion
and expectations regarding Woodside’s
present and future operations, possible
future events and future financial
prospects. Such statements are not
statements of fact and may be affected
by a variety of known and unknown
risks, variables and changes in underlying
assumptions or strategy which could
cause Woodside’s actual results or
performance to differ materially from
the results or performance expressed or
implied by such statements. There can be
no certainty of outcome in relation to the
matters to which the statements relate,
and the outcomes are not all within the
control of Woodside.

Further information on some important
factors that could cause actual results
or performance to differ materially from
those projected in such statements is
contained in the “Risk” section above.
Woodside makes no representation,
assurance or guarantee as to the
accuracy or likelihood of fulfilment of
any forward looking statement or any
outcomes expressed or implied in any
forward looking statement. The forward
looking statements in this report reflect
expectations held at the date of this
report. Except as required by applicable
law or the ASX Listing Rules, Woodside
disclaims any obligation or undertaking
to publicly update any forward looking
statements, or discussion of future
financial prospects, whether as a result
of new information or of future events.

Figure 1 – Woodside risk management process

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Establish the context

RISK ASSESSMENT

Risk identification

Risk analysis

Risk evaluation

Risk treatment

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i
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,
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i
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M

Figure 1 displays the Woodside risk
management process. It applies clearly
defined criteria to evaluate and report on risk
and considers the potential impact of risk
across six categories of consequence.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEW

NORTH WEST SHELF

The North West Shelf Project
recognised several major
milestones in 2014 as it achieved
30 years of domestic gas
operations and 25 years of
LNG exports.

Signed a non-binding Letter of Intent

Location

2014 Key performance highlights
Top-quartile LNG reliability, averaging

97.4%.

FID for Persephone was taken.
Execution of two major LNG

turnarounds and refurbishment
activities at the Karratha Gas Plant
(KGP).

Exceeded production expectations

following start-up of the North Rankin
Redevelopment Project.

with Hess Exploration Australia (Hess)
to process resources from its permits
in the Carnarvon Basin.

Future objectives
Focus on continuous improvement
to achieve cost savings across our
operating assets.

Progress the GWF-1 and Persephone

Projects.

Complete Fortuna 3D seismic data

evaluation.

Consider FID on GWF-2.
Continue evaluation of additional

third-party gas processing
opportunities at KGP.

NWS Project
Interest

NWS Venture
Domestic Gas joint
venture (JV)
Incremental Pipeline JV
China LNG JV
Cossack Wanaea
Lambert and Hermes
(crude oil)

Operator Woodside

16.67%

50.00%1
16.67%1
12.50%
33.33%

Facilities

North Rankin Complex
Goodwyn A platform
Angel platform
Okha FPSO
Karratha Gas Plant

Offshore facilities ~135 km
north-west of Karratha, WA

Water depth 80 – 130 metres

Products

LNG, pipeline gas,
condensate, crude oil and LPG

First
production

1984 (pipeline gas)

1. During 2014 Woodside’s average share of pipeline gas
production was approximately 47%. Woodside’s exact
share of domestic gas production depends on the
quantities and aggregate rate of production.

NWS key metrics (Woodside share)

2013 2014

Sales revenue

(US$ million) 3,230

2,986

EBIT

(US$ million) 2,170

1,922

(MMboe)

36.3

37.2

(MMbbl)

10.4

9.1

Net gas
production

Net liquids
production

Proved plus
probable
developed and
undeveloped
reserves

NWS contribution to Woodside’s
net production

95.1

MMboe

NWS LNG
NWS domestic gas
NWS LPG
NWS condensate
NWS oil
Rest of business

%
24
14
1
7
3
51

In 2014, NWS contributed 46.3 MMboe to
Woodside’s net production of 95.1 MMboe.

NWS LNG reliability

6
7.
9

6
.
5
9

4
7.
9

8
.
2
9

2
.
4
9

)

(

%
y
t
i
l
i

b
a
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e
r
e
g
a
r
e
v
A

(MMboe) 506.9

462.9

10 11

13 14

In 2014, our focus on operational excellence
delivered top-quartile LNG reliability at NWS.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn

In 2014, the Woodside-operated
NWS Project continued its journey to
operational excellence, delivering top-
quartile reliability and health and safety
performance. This year, we exceeded our
production targets and achieved an LNG
reliability of 97.4%.

Operations excellence and
delivery of committed projects
We remain committed to maximising
value from NWS Project operating
assets and sanctioned projects with a
focus on top-quartile asset utilisation and
streamlined operations and maintenance.

In the second half of the year, the NWS
Project celebrated 30 years of domestic
gas production from the KGP and 25
years of LNG exports. These significant
achievements are testament to our long
track record of reliable production and
delivery.

Production performance

Our share of production from the NWS
Project was 46.3 MMboe, comprising
37.2 MMboe of gas and 9.1 MMbbl
of liquids. Pipeline gas production
continued to meet customer demand,
with 13.3 MMboe delivered in Western
Australia with 99.7% reliability.

LNG marketing

We delivered 256 cargoes (total project)
of LNG in 2014, of which 18 were sold on
the spot market. In August, we delivered
our 4,000th cargo of LNG – reinforcing
our long-term relationships in the
Asia-Pacific region.

Financial contribution

Our share of sales revenue from the
NWS Project was US$2,986 million in
2014, approximately 40% of Woodside’s
total operating revenue.

To ensure a focus on continuous
improvement, an efficiency challenge was
launched in early 2014. As a result, we
undertook around 300 initiatives across
all onshore and offshore operating assets.
For further information on our productivity
program, see 15 .

In 2014, we delivered top-quartile
LNG reliability and have maintained our
performance through high activity levels
on our assets.

We successfully completed two major
turnarounds at KGP. We delivered a
turnaround of LNG Train 3 in May, and
LNG Train 1 in October, with major
maintenance and refurbishment scopes
delivered on schedule and within budget.

In 2014, the Karratha Life Extension
Program delivered three major
refurbishment scopes as part of
turnaround activity on LNG Train 1,
Domgas Train 1 and Domgas Train 2.
Next year, the Program will continue
its focus on the long-term technical
integrity and reliability of KGP with further
refurbishment scopes on the domestic
gas plant, stabilisation units and
fractionation units.

At the end of 2014, the GWF-1 Project
was 86% complete. The A$2.5 billion
(100% project). GWF-1 Project will
develop the Goodwyn and Tidepole
fields via a subsea tieback to the existing
Goodwyn A platform. Subsea installation
was completed in December. The Project
remains on budget and on schedule for
start-up in early 2016.

Efficient development of NWS
reserves
The development of existing NWS
Project reserves remains a key objective
and will assist in extending our production
plateau.

In November, the NWS Project
participants approved the A$1.2 billion
(100% project) Persephone Project.
Persephone is the next major
development for the NWS Project and
will involve a two-well, 7 km subsea
tieback from the Persephone field to
the existing North Rankin Complex.

The Project will access approximately
140 MMboe (100% project) to maintain
offshore supply to the KGP. Start-up is
expected in early 2018.

Following constructive engagement with
the State Government, an agreement
was made to enable the NWS Project to
export an additional 86 million tonnes of
LNG over the life of the project. This will
take the form of a variation to the NWS
State Agreement, which is subject to
ratification by State Parliament.

OPERATIONS

The GWF-2 Project commenced FEED
in September. Since entering FEED,
we have issued and received tenders
for major project packages relating
to pipeline installation and subsea
installation. The Project will develop
the Keast, Dockrell, Sculptor, Rankin,
Lady Nora and Pemberton fields via a
subsea tieback to the existing Goodwyn
A platform. It continues to progress
towards a FID in the second half of 2015.

We continue to evaluate Lambert Deep
as a potential tieback to the existing
Angel platform.

Extend our business beyond
known reserves

We continue to seek ways to
enhance value and extend the life
of the NWS Project.

In May, we successfully completed
the Fortuna 3D Marine Seismic Survey
following more than five months of data
acquisition. The information acquired
will be used to maximise hydrocarbon
recovery and use of our existing
infrastructure. Data processing has
commenced, with preliminary results
expected in the second half of 2015.

During December, the NWS Project
participants signed a non-binding Letter
of Intent with Hess to process resources
from its permits in the Carnarvon Basin.
It is intended that, subject to the parties
entering into binding agreements,
Hess will deliver gas to the Project’s
offshore infrastructure for processing at
the KGP and will market and deliver its
own volumes. A tie-in and operational
integration FEED studies agreement is
expected to be executed in early 2015.

Outlook

In 2015, Woodside will leverage its
reputation as a safe and reliable operator
to maximise value from exisiting
infrastructure and extend the production
plateau of the Project.

We will continue to focus on
performance excellence initiatives in
order to achieve our goals in safety,
reliability and efficient operations.

Success in operations excellence and
delivery of committed projects will
underpin the NWS Project’s value and
allow us to deliver our future growth
potential.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWOPERATING AND
FINANCIAL REVIEW

PLUTO LNG

Our innovative approach to
remote onshore operations will
deliver a competitive advantage
in the global LNG market.

2014 Key performance highlights

Top-quartile LNG reliability, averaging

97.1%.

Pluto
Interest

Established the Perth-based Pluto
Support Centre to provide remote
support to operations for the new Pluto
organisational model.

Operator

Facilities

Location

Drilling activities completed for Xena

Phase 1.

Future objectives

Continue to support remote operations

from the Pluto Support Centre to
deliver improved operational efficiency
in a competitive LNG market.

Undertake the first planned major

turnaround, scheduled for Q2 2015 for
inspection, maintenance and minor
debottlenecking.

Xena first gas is expected in the

second half of 2015.

Undertake drilling activities

including production wells and the
Pyxis exploration well.

Maintain safe and reliable production.

90%
90%
100%

WA-34-L
WA-350-P
WA-404-P

Woodside

Pluto platform
Pluto Gas Plant

Pluto and Xena fields, 190 km
north-west of Karratha, WA
(the location of the gas plant)

Pluto contribution to Woodside’s
net production

95.1

MMboe

Water depth

400 – 1,000 metres

Products

LNG and condensate

First
production

2012

Pluto key metrics
(Woodside share)

Pluto LNG
Pluto condensate
Rest of business

%
39
3
58

In 2014, Pluto contributed 40.2 MMboe to
Woodside’s net production of 95.1 MMboe.

Pluto LNG reliability

2013 2014

1
7.
9

Operating
revenue

(US$ million) 2,098

3,440

EBIT

(US$ million)

954

2,310

Net gas
production

Net liquids
production

Proved plus
probable
developed and
undeveloped
reserves

(MMboe)

32.2

37.3

(MMbbl)

2.6

2.9

(MMboe) 884.6

842.4

)

(

%
y
t
i
l
i

b
a
i
l
e
r
e
g
a
r
e
v
A

7
.
0
9

2
7.
8

12 13 14

In 2014, our focus on operational excellence
delivered top-quartile LNG reliability at Pluto.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATION

Pluto continued to make a strong
contribution to Woodside’s production
and enhanced its reputation as a reliable
and dependable supplier of LNG.

Operational performance
Production results were significantly
above plan, primarily due to strong
reliability and system optimisation.
Woodside’s share of production from
Pluto was 40.2 MMboe in 2014,
comprising 37.3 MMboe of LNG
and 2.9 MMbbl of condensate.

In April, a planned maintenance
turnaround of five days was completed
on schedule, on budget, and without
a recordable safety incident. The
turnaround scope included activities
at the plant, the offshore platform and
intelligent pigging of the trunkline.

Production remained at full rates with
three of the five Pluto production wells at
maximum capacity, following shutting in
of PLA03 in late 2014.

LNG marketing
Pluto delivered 65 cargoes of LNG in
2014 and, since start-up in 2012, we
have delivered a total of 163 cargoes1
(total project).

Three Sales and Purchase Agreements
(SPAs) were executed during 2014 which
build on our long-term relationships with
major Japanese and Korean energy
buyers. Woodside signed a three-year
SPA with Chubu Electric in January for
the sale of up to approximately 1.5 million
tonnes of LNG and another with Korea
Gas in February for the sale of up to
approximately 2.2 million tonnes of LNG.
Both SPAs commenced in April, and LNG
delivered under these agreements will
primarily be sourced from Pluto.

1. Includes some partial cargoes.

Reinforcing our focus on operational
efficiency, Woodside harnessed the
latest technologies to support its
Pluto operations in Karratha with the
establishment of the Pluto Support Centre.

In addition an SPA for three years and up
to six cargoes was executed with Kansai
Electric in March.

Financial contribution
Our share of operating revenue from
Pluto production performance was
US$3,440 million, approximately 46%
of Woodside’s total operating revenue.

Pluto organisational model
In 2014, work progressed to support
the new organisational operating model
for Pluto operations. This aims to deliver
efficiencies and innovations in a rapidly
changing and competitive LNG market.
A key component of the new model
is the Pluto Support Centre which
commenced operation in December
2014.

The Pluto Support Centre is a purpose-
built facility designed around the
functional needs required to support
Pluto remotely. It will facilitate a strong
link between the Pluto site-based staff
and those providing asset support from
Perth. Extensive change management
and rigorous project assurance plans
were undertaken throughout 2014 to
ensure that the workforce embraced the
new technology and work environment.

The operating model is similar to a
floating LNG facility. This creates an
opportunity for Woodside to gain
practical experience in remote support,
with the aim of transferring concepts and
technologies to other assets. Long-term
benefits of the Pluto Support Centre will
see lower operating costs and improved
maintenance outcomes for Pluto.

Xena development
Xena is part of the Pluto foundation
project. Phase 1 of the development
is expected to cost approximately
US$370 million (100% project) and
access 250 billion cubic feet of reserves
(100% project) while providing increased
well capacity. Drilling and completion of
the Xena phase 1 well was finalised in

OPERATIONS

December. Activities planned for 2015
include installing the subsea hardware
and connecting it to the Pluto system.
The project is on budget and schedule for
first gas in the second half of 2015.

Conservation Agreement
We continued to support various projects
under our Conservation Agreement
with the Australian Government. The
agreement commits up to A$34 million
(100% project) towards protecting and
promoting the living culture and National
Heritage values of the Burrup Peninsula,
Western Australia. To date, we have
contributed more than A$15 million
(100% project) to Conservation
Agreement related projects.

A key initiative we supported in 2014 was
the Murujuga Ranger Project. This project
employs Aboriginal men and women
as rangers to conduct land and sea
patrols, record flora and fauna species
and, with cultural integrity, manage the
protection of the cultural, natural and
marine conservation areas. In 2015, we
will continue to progress current projects
under the Conservation Agreement and
build on our strong relationships with
the Roebourne community and project
proponents.

Further information on Woodside’s
engagement with the Indigenous
community will be available in the
2014 Sustainable Development
Report on 38 .

Outlook
The first planned major turnaround of
approximately one month duration is
scheduled for Q2 2015. The turnaround
scope involves onshore plant activities to
maintain the integrity of plant equipment
and also presents an opportunity to
address outstanding foundation project
items, as well as minor debottlenecking
and offshore work to support the Xena
tie-in.

To support current production and future
growth, we plan to undertake drilling
activities in 2015, including intervention
to restore production at PLA05, the Pyxis
exploration well and a potential sixth
production well. We also plan seismic
and development studies to support
future development of Pluto.

Woodside is committed to supporting
and working with its people to ensure
that the newly established Pluto Support
Centre delivers operational efficiencies
and long-term economic benefits, while
maintaining high standards of health,
safety and environmental management.
We will also continue to deliver innovative
improvement programs under the
new organisational model.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWAUSTRALIA OIL

The standardised operating
model for our FPSO fleet will
deliver long-term value and
best practice operations for
Woodside’s oil assets.

Australia Oil (non-NWS)
key metrics (Woodside share)

Australia Oil (non-NWS) contribution
to Woodside’s net production

2013

2014

Sales revenue

(US$ million)

519

825

EBIT

(US$ million)

(154)

(163)

Net liquids
production

Proved plus
probable
developed and
undeveloped
reserves

(MMbbl)

4.7

8.4

(MMboe)

41.6

33.2

95.1

MMboe

Enfield
Laminaria-Corrallina
Stybarrow
Vincent
Rest of business

%
<2
1
>1
5
91

In 2014, Australia Oil (non-NWS) contributed
8.4 MMbbl to Woodside’s net production of
95.1 MMboe, up from 4.7 MMbbls in 2013.

2014 Key performance highlights

A full year of production and improved
facility uptime from the Vincent FPSO,
which returned in Q4 2013 from
planned shipyard maintenance and
refurbishment.

The Northern Endeavour FSPO

achieved 15 years of oil production in
November.

Future objectives

Capture synergies across our FPSO

fleet to efficiently manage a portfolio of
assets producing from declining fields.

Focus on continuous improvement to
capture value-adding oil opportunities
through maximising existing
infrastructure.

Apply a standardised operating model
to ensure reliability and productivity
from our FPSO fleet.

Integrate the Balnaves production
facility, subject to transaction close.

Increased focus on productivity

improvements to deliver cost savings
in a lower oil price environment.

Prepare for end of field activities on
producing assets. We expect end of
field life for Stybarrow in the second
half of 2015 and for Laminaria Corallina
from the end of 2016.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnOPERATIONS

Laminaria-Corallina oil fields

Enfield oil field

Interest
Operator
Facilities
Location

WA-28-L
Woodside
Nganhurra FPSO
~40 km off the
North West Cape, WA
400 – 500 metres
Water depth
Products
Crude oil
First production July 2006

60%

Interest

Operator
Facilities
Location

59.90%1

66.67%

Laminaria
Corallina
AC/L5
Woodside
Northern Endeavour FPSO
Timor Sea, 550 km
north-west of Darwin
~340 metres
Crude oil

Water depth
Products
First production 1999

Enfield has produced 74.3 MMbbl (100% project) of oil since
start-up in 2006. Annual production at Enfield of 2.2 MMbbl
(1.3 MMbbl Woodside share) for 2014 continued to reflect
reliable performance. Production was consistent with
anticipated natural field decline in 2014.

Vincent oil field

Interest
Operator
Facilities
Location

60%

WA-28-L
Woodside
Ngujima-Yin FPSO
45 km off the
North West Cape, WA
350 – 400 metres
Crude oil

Water depth
Products
First production August 2008

Vincent has produced 46.2 MMbbl (100% project) of oil since
start-up in 2008. Annual production at Vincent was 8.4 MMbbl
(5.0 MMbbl Woodside share), reflecting an entire year of
production from the Ngujima-Yin FPSO (which returned from
planned shipyard maintenance and refurbishment in Q4 2013).

Vincent has demonstrated improved facility uptime in 2014
and delivered an increased Australia Oil contribution to total
production in 2014. Phase IV in-fill drilling commenced on plan in
Q4 2014 and is on track for start-up in 2015.

Stybarrow oil field

Interest
Operator

Facilities

Location

WA-32-L
BHP Billiton

50%

Stybarrow Venture FPSO

~50 km off the
North West Cape, WA
825 metres
Crude oil

Water depth
Products
First production November 2007

Stybarrow has produced 59.9 MMbbl (100% project) of oil
since start-up in 2007. Production of 2.0 MMbbls (1.0 MMbbl
Woodside share) in 2014 reflects natural reservoir decline. We
expect end of field life for Stybarrow in the second half of 2015.

1. Interests on a post-unitisation basis, i.e. after agreeing to
pool Woodside’s interest with other field owners and to
exploit the field as a single venture.

Laminaria-Corallina oil fields have delivered over 200 MMbbl
(100% project) of oil production since commencement in 1999.
Lower production of 1.6 MMbbl (1.0 MMbbl Woodside share)
for 2014 was consistent with anticipated natural field decline.

End of field life is expected from the end of 2016, though exact
timing will depend on future oil prices, production performance
and ongoing operational expense. As with all Woodside assets,
we will seek to maximise the residual value of our investment
in the Northern Endeavour FPSO and associated infrastructure.

Greater Enfield

In 2014, our studies focused on aggregating undeveloped
oil resources in the Exmouth sub-basin, including Laverda
and Cimatti, focusing on maximising the use of existing
infrastructure. Phase 1 of Greater Enfield area development
(Laverda, Norton and Cimatti) is being re-assessed in light of the
current low oil price environment.

Laverda

Interest
Operator
Location

60%

WA-36-R
Woodside
~50 km off the
North West Cape, WA

Water depth

~800 metres

Outlook

We will continue to focus on improving reliability and
productivity from our fleet of FPSOs and identifying value-
adding oil opportunities. In 2015, we will integrate the way we
work across our FPSO fleet to deliver consistency to improve
operational efficiencies and cost performance as we prepare for
end of field activities on producing assets.

We believe Woodside holds an advantageous position, with
an oil operating model developed and refined over years of
operating experience. This will create and deliver long-term
value to our Australian oil operations and can also be leveraged
for global opportunities.

Northern Endeavour achieved 15 years of
oil production in November 2014.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWOUR PEOPLE

Delivering superior shareholder
returns is built upon our
values-led culture, which enables
the attraction and retention of
an engaged, diverse and high
performing workforce.

2014 Key performance highlights
Our 2015 graduate intake of 103, is a

45% increase on 2014.

Over 890 formal and informal leaders
attended the Leader-led Development
Program.

Broadened the leadership

development curriculum, introducing
27 new or refreshed programs.

Implemented the enhanced Graduate
Development Program for the 2015
intake.

Awarded eight community cadetships
and seven Indigenous scholarships, in
support of our Reconciliation Action
Plan (RAP).

Future objectives
Continue to embed the Leadership
Development and Management
Framework through the application of
assessment and development tools.

Commence delivery of a further

three-year Gender Diversity Strategy.

Establish a working parents program
to further enable effective transition
for employees returning from parental
leave.

Conduct an employee engagement

survey every two years to assist with
future strategic planning.

Refresh our existing Indigenous

Employment Strategy to enhance
Indigenous employment and retention.

Graduate recruitment1

Indigenous employment

1
3
2

3
8

4
6

5
3
2

8
2
1

9
4

7
6
1

5
7

5
5
1

4
5

3
4
1

4
4

8
5

4
8

2
9

1
0
1

9
9

s
e
e
y
o
p
m
e
l
a
t
o
T

Contractors2
Pathways
Employees – permanent/fixed term

The number of Indigenous employees
(permanent/fixed term) remained stable
during 2014. Woodside continued supporting
Indigenous pathways, with 13 participants
successfully converting to Woodside
employment in 2014.

2. No Indigenous contractors were employed in 2012 or

2013 as a result of the start-up of Pluto LNG.

3
0
1

9
5

1
7

7
3

1
5

3
3

1
5

5
3

6
4

3
2

8
1

6
1

3
2

4
3

4
4

Male
Female

Woodside has increased its graduate
intake, with a focus on sustaining a
diverse workforce. We recruited 103
graduates in 2014, up from 71 in 2013.

1. Offers and acceptances.

2014 resourcing levels

0
2
3

4
8
0
,
4

4
6
7
,
3

s
n
o
i
t
i
s
o
P

Positions as at January 2014
Reductions achieved
Current positions

In 2014, we achieved a 8% reduction in
positions.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn
Building capability

Developing a diverse workforce

OPERATIONS

In 2014, we continued to focus on growing our workforce for
a long-term sustainable future. Our key strategy is to increase
entry level opportunities year on year, developing and promoting
from within and emphasising our values-led culture.

We revised our remuneration model to provide greater
differentiation in financial rewards for high performance.
Our employee value proposition includes above-industry
superannuation contributions and globally competitive training
and development programs.

The objective of our Graduate Development Program is to
recruit and develop future leaders and build our values-based
culture. The Program was further enhanced in 2014, focusing on
both technical and leadership skills to ensure that our graduates
reach professional independence in an industry leading
timeframe. The 2015 graduate intake (recruited in 2014) was
a 45% increase on the 2014 graduate intake, and includes 12
international graduates. Women represent 43% of this intake.

In 2014, 149 participants undertook technical development
through the Woodside production training academy.
A testament to the quality of the training received,
85% of all trainees and apprentices secured employment
at the successful conclusion of their programs.

We are committed to developing our people so we can meet
our own leadership and technical talent requirements from
within. Throughout the year, we focused specific effort on
training 894 leaders, both formal and informal, in leader-led
development. This approach will enable our current leaders
to identify and develop our future leaders from within our
business.

Our Leadership and Management Development Framework
was further embedded in 2014, with the introduction of new
tools to assess leader effectiveness and expansion of our
leadership development curriculum. More than 1,900 people
participated in leadership development programs.

Productivity progress

As part of our productivity program we aim to improve
organisational efficiency by 10 to 20% by end 2016. This will be
achieved through managing our resources more efficiently and
working smarter. At the end of 2014, we are on track to deliver
against the target. We achieved a 8% reduction in positions and
are confident of continued progress in 2015.

Woodside is committed to developing a values-led culture that
supports diversity. This is evident through the development and
use of gender diversity and Indigenous employment strategies.
Progress in this area includes the application of a flexible
working toolkit and awarding Indigenous cadetships
and scholarships.

In 2014, women held 12.4% of middle and senior management
roles, unchanged from 2013. Female turnover is approximately
7.5%, an improvement on the 2013 turnover of 9.4%. We
continue to sponsor university scholarships for talented women
and support industry bodies to advocate for, and raise the profile
of women in the resources sector. Women comprise 27.5% of
our workforce, a slight increase on 2013.

Our updated gender diversity strategy will commence in 2015.
The measurable objectives acknowledge that future increases
in female representation will be gradual while we continue
to increase the ratio of graduates to experienced hires. Our
performance against the 2014 measurable objectives is set
out on 58 .

At the end of 2014, Woodside had 99 Indigenous employees,
which equates to 2.6% of our Australian workforce. We
continued community engagement, strengthening existing
relationships, and developing new relationships with schools
and universities, community organisations and industry bodies.
In support of our Reconciliation Action Plan commitments,
we hosted 12 work experience students and awarded eight
community cadetships, seven scholarships, five new cadetships
and three graduate places to Indigenous university students.
There were 44 participants in our trainee and apprentice
programs, with 68% of those finishing the program converting
to Woodside employment.

Education and training remained a focus to improve diversity
outcomes in 2014, with the implementation of a new diversity
program for leaders. The diversity awareness for leaders
training outlines steps that can be taken to minimise and
manage unconscious bias. Cultural awareness training has been
embedded into our induction program to raise awareness and
build an understanding of Indigenous traditional societies and
contemporary issues.

For further information on our Diversity Policy and RAP
commitments, visit our website.

Additional information on our people will be available in our
2014 Sustainable Development Report on 17 .

Outlook

In support of future growth, we will focus on building long-term
sustainable capability from within and continue to enhance our
Graduate Development Program to industry-leading standards.
Supported by the Leadership and Management Development
Framework, our leaders will model how we work together to
achieve our corporate goals and develop future leaders from
within. Woodside is committed to further embedding a values-
led culture to promote a diverse and engaged workforce.

Some of our graduate community at the annual away day.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWOPERATING AND
FINANCIAL REVIEW

HEALTH, SAFETY, SECURITY AND
EMERGENCY MANAGEMENT

To achieve our goal of top-quartile
safety performance, we must
continue to do the right thing,
hold ourselves to account and,
above all, keep each other safe.

2014 Key performance highlights

Future objectives

Reduced lost time injury frequency

Progress towards achieving global

top-quartile health and safety
performance by 2017.

Focus on human factors and

excellence in leadership to continually
improve our health and safety culture.

Enhance Woodside’s ‘Our Safety
Culture’ framework with improved
support materials.

Continue to:

à improve staff health and personal
wellbeing through awareness and
training programs;

à increase emergency management
and response competencies across
the organisation to ensure high levels
of prevention, preparedness and
response; and

à improve and embed process safety
through a focus on people, plant and
processes.

(LTIF) by 49% to 0.22.

Recorded a 37% improvement in
total recordable injury rate (TRIR).

Recorded 50% reduction on Tier 2

process safety events (PSEs).

Launched the ‘Fit for Life’ health

program.

Refreshed the ‘Our Safety Culture’
framework to provide examples of
practical ways the framework can be
used.

Developed and implemented Major

Accident Event and Major Environment
Event Dashboards.

Completed a pilot program to

streamline our health and safety
management system, which reduced
documentation by over 50%, thereby
improving internal efficiencies.

Woodside’s Fraud and Corruption

Control Program was rated among the
highest in its peers by Citi and Dow
Jones Sustainability Index.

Implemented a travel security

management and training framework.

Total recordable injury rate performance

Woodside (actual)
Woodside (target)
OGP1 top quartile (actual)
OGP1 top quartile (expected)

d
e
k
r
o
w
s
r
u
o
h
n
o

i
l
l
i

r
e
p
R
R
T

10 11 12 13 14 15 16 17

1 Woodside has benchmarked its TRIR against global

top-quartile performance of the International Association
of Oil & Gas Producers (IOGP).

Tier 2 Process safety events

In 2012, Woodside commenced
classifying PSEs in accordance
with American Petroleum
Institute Recommended
Practice 754, to enable global
benchmarking.

12 13 14

A typical Tier 1 PSE is loss of containment of hydrocarbons
greater than 500 kg (in any one-hour period).

A typical Tier 2 PSE is loss of containment of hydrocarbons
greater than 50 kg but less than 500 kg (in any one-hour
period).

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATION

Our approach

During 2014, we continued to implement
our strategic health and safety roadmap,
making solid progress towards delivering
on our aspiration of global top-quartile
health and safety performance. We
benchmarked our performance and
maturity of our health and safety
management systems against our peers
in the International Association of Oil
& Gas Producers (IOGP). This verified
that our strategy to achieve top-quartile
performance by 2017 is sound. Focus
areas in 2014 included:

streamlining our health and safety

management systems and processes;

embedding process safety

management systems into our
business;

improving contract management
processes for health, safety and
environment; and

improving employee health and

wellbeing programs.

2014 performance

There were zero work-related fatalities
in 2014. Our lost time injury frequency
(LTIF) reduced by 49% to 0.22 per million
work hours. We also improved our
overall total recordable injury rate (TRIR)
by 37% and reduced recordable injuries
by 38% compared to 2013. Shoulder
or hand injuries featured in 58% of total
recordable injuries (medical treatment,
and restricted or lost workday cases).

While our employee TRIR remained
steady, the significant improvement

Lost time injury and lost time injury
frequency

0.94

0.71

0.62

0.43

y
r
u
n

e
m

i
t

t
s
o
L

1
2

8
1

8 6
1

0.22

13 14

d
e
k
r
o
w
s
r
u
o
h
n
o

i
l
l
i

r
e
p
F
T
L

in personal safety performance is
attributed to increased engagement
with our contractors, resulting in a 41%
improvement in our contractor TRIR
on 2013.

We recorded zero Tier 1 process safety
events (PSEs) and two Tier 2 PSEs during
the year.

Key initiatives delivered
Process safety
During 2014, we launched a new
performance excellence initiative to
improve the delivery of Woodside’s
process safety management
requirements. We continually measure
and assess our process safety
management system to ensure that it
remains effective and continues to drive
improvements in performance.

Health and wellbeing
The ‘Fit for Life’ health program was
rolled out in 2014 to raise awareness
and provide the foundation for positive
behaviour change by staff under three
themes: healthy bodies, healthy living and
healthy minds. As part of the program,
an online health portal was developed to
provide staff with access to confidential
health assessment tools and health
information.

Contractor engagement
Woodside continues to engage
with our Australian and international
contractors through activities such as
health and safety forums which build
our relationships, improve contractor
understanding of Woodside performance
expectations and ensure alignment with
our health and safety culture. Our internal
contracting processes were revised
during 2014 as part of streamlining
Woodside’s management system to
better communicate our performance
expectations with contractors.

Stand Together for Safety

A strong focus in 2014 was on enhancing
Woodside’s safety culture. We
celebrated this year’s Stand Together
for Safety week with a number of
companywide activities around the
theme ‘when it comes to safety we’re all
connected’. This helped all employees to
consider how everyone’s day-to-day work
is interlinked, and the need to continue to
work together to maintain a safe working
environment.

Our crisis and emergency management
preparedness was enhanced, with local
training complementing regular training
at all Incident Coordination Centres and
facilities. Competency and capabilities were
increased to deal with all major
hazard events, including oil spill.

OPERATIONS

Security and emergency
management

In a dynamic domestic and international
security environment, Woodside’s
security and emergency management
team worked to ensure that the
company’s travel and operations globally
remain protected from new, emerging
and existing security threats.

Woodside’s exposure to fraud and
corruption was further controlled
through the completed roll-out of the
Fraud and Corruption Control Program.
This included a range of mechanisms
such as third-party audits, anti-bribery,
corruption and fraud training and a new
due diligence process. The company has
a dedicated anti-bribery and corruption
lawyer to complement existing anti-fraud
and corruption resources.

Outlook

In 2015, our focus will be on continuing
to embed the key elements of our health
and safety strategy, including process
safety, human factors, mental health
and contractor performance, in order to
consistently deliver outstanding health
and safety performance in all areas
of our business. Additionally, we will
maintain a robust platform for protection
of Woodside’s people and assets in all
national and international locations.

Major Accident Event and Major
Environment Event Dashboards

Ensuring the integrity of our technical
barriers in managing major hazards
present within our facilities is vital.

In 2014, we adopted and implemented
industry best practice in the
management of process safety by
developing dashboards that provide an
overview of the condition of technical
barriers at our facilities.

The Major Accident Event and Major
Environmental Event Dashboards
provide a clear basis for understanding
and interpreting the potential
cumulative risk based on the status of
technical barriers on our facilities. The
dashboards support decision making,
planning of activities and provide a
means of monitoring and reporting in
line with the governing safety case.

Additional information will be
available in our 2014 Sustainable
Development Report on 17 .

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEW

ENVIRONMENT

We are committed to reducing adverse effects on the environment and aim to be
recognised as an industry leader in environmental management and protection.

Our approach
Woodside’s approach to environmental
management is outlined in our Health,
Safety and Environment Policy and the
mandatory environmental operating
standards that apply to all facilities and
operations. We manage environment
risk and make decisions based on robust
science delivered in part through our
strategic partnerships with researchers
and stakeholders.

Environmental performance
During 2014, we achieved a 29%
reduction in flared gas intensity
and recorded a 1% increase in total
greenhouse gas emissions.

Four environmental incidents were
reported to State and Commonwealth
regulators as part of our licence approval
conditions. Two incidents occurred on
the Northern Endeavour FPSO: a spill
to ocean (4.4 bbl of diesel) and the
discharge to ocean of cooling water
contaminated with light condensate.

There were also two flaring events
that resulted in dark smoke emissions
following equipment trips and re-starts
at the Karratha and Pluto gas plants.
No environmental fines or penalties in
relation to environmental incidents
were received.

Information on Woodside’s Health,
Safety and Environment Policy can
be found on our website.

Controlling environmental impacts
In 2014, Woodside undertook a
dedicated improvement project to
enhance its oil spill response capabilities.
The project delivered significant
improvements in several areas, including
more comprehensive contingency
plans, expanded mutual aid agreements
with other industry operators and
additional contracts with spill response
services that support our Australian and
international operations. In addition,
environmental baseline surveys were
undertaken offshore Western Australia
at Rankin Banks, Glomar Shoals and
Ningaloo Reef to better understand these
regions.

Global biodiversity
During 2014, environmental management
support was provided for our activities
in Africa, Canada, Ireland, Myanmar and
New Zealand.

We worked with joint venture participants
to deploy six noise loggers as part of a
research project to record whale activity
in the offshore waters of Ireland. The
results will provide a better understanding
of the abundance and seasonality of
whales and will support environmental
approvals required for our exploration
activities in Ireland.

Climate change
Changes in the Australian Government’s
climate action policy led to the repeal of
the Clean Energy Act 2011 and passage
of legislation to implement the Emissions
Reduction Fund. We support an effective
greenhouse gas regulatory regime that
can achieve Australia’s international
climate action commitments.

Outlook
In 2015, we will seek to minimise our
impacts on land, sea, air and wildlife
while remaining focused on avoiding loss
of containment events or adverse effects
to the environment in and adjacent to
our areas of operation. We will strive
to continually improve energy and flare
efficiency to reduce greenhouse
gas emissions.

Woodside will continue to utilise robust
science to support the management
of environment risks associated with
our activities and position ourselves as
a partner of choice across our growing
global portfolio.

Flared gas and intensity1

9.3

8.0

7
2
3

6
4
2

7.5

7
1
2

14.2

10.0

1
2
4

0
5
3

6
2
1

9
7

5
6

9
2
1

3
7
1

Total gas flared for operated ventures (kilotonnes)

Woodside equity portion of flaring (kilotonnes)

Intensity flared gas
(tonne/kilotonnes hydrocarbon production)

1. Excludes commissioning.

The intensity of flared gas in 2014 showed a
decline from the peak in 2013 due to improved
plant performance.

Further information on environmental
management will be available in
our 2014 Sustainable Development
Report on 28 .

Woodside’s risk-based approach to the
management of marine biofouling (marine
pests) on our contracted vessels and rigs
was recognised in 2014 with the inaugural
Western Australia Department of Fisheries
Excellence in Marine Biosecurity Award.
The award recognises our leadership,
innovation and commitment to excellence
in marine biosecurity. This work has
established Woodside as an industry leader
in the risk-based management of biofouling.

2014 Key performance highlights

Reduced flaring by 29% attributable to
facility start-up improvements and high
reliability in facility operation.

Awarded the inaugural Western

Australian Department of Fisheries
Excellence in Marine Biosecurity
Award.

Delivered robust science in partnership
with researchers and stakeholders to
support environment risk management
and decision making for new
country entry.

Future objectives

Deliver global top-quartile

environmental performance to support
our Australian and global activities.

Improve energy and flare efficiency to
reduce greenhouse gas emissions.

Embed a high performance

environmental culture in frontline
supervisors and workforce.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnOVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

OPERATIONS

COMMUNITY ENGAGEMENT

Our ability to maintain and protect our social licence to operate relies on
Woodside engaging proactively with communities and key stakeholders.

2014 Key performance highlights

Contributed A$22.6 million worth
of social investment1 to our host
communities.

Our staff contributed 6,300

volunteering hours, valued at
A$1.1 million, and we were named
Western Australian Corporate
Volunteer of the Year.

Our voluntary social investment

contribution equated to 0.70% of a
three-year averaged profit before tax
from 2012 to 2014.

Launched the Woodside Development

Fund – a ten year, A$20 million
commitment to early childhood
development and funded more than
A$1.7 million of programs.

Future objectives

Implement and report on outcomes

achieved to date through the Woodside
Development Fund and support new
initiatives.

Maintain our target of contributing

0.5% profit before tax (on a three-year
rolling basis) to community programs.

Continue to invest in initiatives

that enable increased spending on
contracts with Indigenous-owned
businesses.

Strengthen connections between our
social and cultural contributions to
create continuous pathways leading to
employment and leadership.

1. Includes cash value, in-kind and voluntary hours

(Woodside share).

Our approach
Woodside is guided by its Sustainable
Communities and Indigenous
Communities policies to support the
economic and social development of
local communities and maintain long-
term relationships.

Our social investment is focused on
creating long-term capacity and capability
to ensure that host communities benefit
from Woodside’s presence. It generates
business value in the form of community
support and reputational benefits; risk
reduction; productivity gains; job creation;
and competitive advantage. It is directly
linked to our profitability with a target of
0.5% profit before tax.

We take into account a community’s
interests and concerns when establishing
social contribution plans. Three priority
areas have been selected to align
stakeholder interests across the broad
geographical spread of our business
activities:
education and early childhood

development within host communities;

cultural values and community identity

of host communities; and

environmental initiatives, in particular

marine and coastal programs.

In Western Australia, we maintain
relationships with Aboriginal communities
in the Pilbara, Kimberley and South-West
regions. Our relationships with Aboriginal
people in these regions are framed by our
2011–2015 Reconciliation Action Plan.

The implementation of the new
Community Relations Framework and
practice guides has supported improved
performance in community relations. This
is particularly important as we enter new
countries.

In 2014, we initiated early engagements
with First Nations groups in Canada to
support proposals in north-west British
Columbia; and with Maori in New Zealand
relating to our exploration interests in the
Taranaki and Great South Basins.

Woodside facilitated and funded the
largest Aboriginal heritage restoration
project in Western Australia’s history
which concluded in 2014. More than 1,700
boulders engraved with Aboriginal rock art
were relocated back to country and the
site was successfully rehabilitated. Senior
Aboriginal Law holders have expressed
their satisfaction regarding the process
and the outcome.

Our performance
Woodside is a member of the London
Benchmarking Group and uses its
methodology to track, measure,
benchmark and report on our social
investment performance.

In 2014, our direct social contribution
was A$22.6 million1. This includes
donations of A$10 million to the Australia
New Zealand Army Corps Centenary
Public Fund.

Our employees contributed
6,300 volunteering hours, valued at
A$1.1 million. As a recognition of our
significant volunteering efforts, Woodside
was named Western Australian
Corporate Volunteer of the Year 2014.

Woodside Development Fund
In February 2014, we announced
the establishment of the Woodside
Development Fund, which commits
A$20 million over the next ten years
to early childhood development. The
Fund’s principles are based on supporting
collaborative efforts through aligned
measurable outcomes.

In developing the Fund, we consulted
extensively with more than 20
government, community and academic
organisations, and more than 100
individual expert stakeholders. Our
focus will be reducing developmental
vulnerability of children in communities
of interest by 2025.

Please register to join our community
forum at canvas@woodside.com.au

Further information on the Woodside
Development Fund and our approach to
social investment can be found on our
website and will be available in the 2014
Sustainable Development Report 36 .

Outlook

In 2015, we will focus on the delivery
of social investment priority areas to
align with stakeholder interests across
the broad geographical spread of our
business activities.

We will also continue to apply the
Community Relations Framework to
support Woodside’s current business
and growth opportunities.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWLNG MARKETING UPDATE

Core capabilities in marketing, trading and shipping are key to the expansion
of our global LNG supply portfolio.

Woodside’s Executive Vice President (EVP)
Marketing, Trading and Shipping Reinhardt
Matisons (front right) and Kogas EVP and
Chief Operating Officer LNG Procurement
and Marketing Division Young Sik Kwon
(front left), witnessed by executives of both
companies, sign an LNG supply agreement
in Singapore in February 2014.

Key uncertainties in the medium term
include the potential restart of some
nuclear reactors in Japan, all of which are
currently offline following the Fukushima
nuclear disaster in March 2011, and
the ramp-up timing of new supply
from Australia and the USA. There is
significant risk of delay for some projects
under construction, therefore the market
has the potential to be tighter in the
period to 2020. The LNG market will be
impacted by volatility in oil price, effects
of world economic growth, energy
demand and more directly through oil-
linked LNG pricing, which is the basis for
most long-term sales in Asia.

Risk of longer-term supply
shortage

Long-term projects that offer new supply
are necessary to meet forecast demand
and replace declining production from
current operations. There is an ongoing
need for investment in order for these
projects to be online in time. This can
be challenging in a climate of oil price
volatility. The WoodMackenzie outlook
suggests that without commitment to
new supply, there will be a shortfall from
approximately 2022, and the need for
LNG will increase to more than
200 mtpa by the end of the next decade.
A prolonged oil price slump will threaten
future project development and impact
returns on existing LNG projects.

LNG is a growth industry
In 2014, net global LNG imports
remained at about 240 million tonnes.
The market is expected to rapidly
expand, with more than 100 mtpa of
additional supply capacity currently under
construction and expected to be online
by 2020. Much of this incremental supply
has already been contracted under long-
term off-take agreements.

From 2020, the expected annual average
growth rate for global LNG demand is
about 3%1. Key demand drivers include
power generation, industry and the
emerging transport sector. The robust
outlook for LNG sits within the wider
context of long-term annual growth for
gas of about 2%2 and global primary
energy demand of about 1%2.

Long-term LNG growth

The Asia-Pacific region will continue to
account for 70–80% of global demand.
In this region, demand growth is shifting
away from the cornerstone markets of
Japan, Korea and Taiwan and shifting
towards China, India and South-East
Asia. In many developing LNG markets,
ongoing regulatory reforms of gas pricing
are resulting in higher prices for the end-
user. This is positive for the role of LNG in
the gas supply mix.

The global LNG market is becoming more
diverse, with Singapore, Malaysia and
Lithuania entering the market as buyers

in the last two years. It is anticipated that
Poland, Egypt, Jordon and Uruguay will
begin importing LNG in the next two
years. Some growth in new markets is
being facilitated by floating storage and
regasification terminals, which enable
faster market entry.

Near-term volatility in the global
demand and supply balance

In 2014, changing market dynamics
resulted in a reduction in spot prices
of about 50%, from approximately
US$19 per million British thermal units
(MMBtu) to US$10 per MMBtu. The
short-term sales sector accounts for
about one quarter of total global trade.
These 2014 price trends in the short-term
market reflected demand and supply
factors including:

weakening oil prices;

mild weather in key Asian markets;

return to higher utilisation of nuclear

capacity in South Korea;

subdued South American demand;

continuation of low gas demand

in Europe;

incremental new supply, notably
mid-year start-up of Papua New
Guinea (PNG) LNG; and

globally, higher average availability of

existing plant relative to 2013.

1. WoodMackenzie, LNG Tool, December 2014.
2. International Energy Agency (IEA) (World Energy Outlook – 2014).

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnWith US LNG expected to represent
about 15–20% of the global market,
it is likely that additional US LNG will
meet some of the global demand post
2022. However, for demand to be met,
new projects in other supply regions are
required. Globally, there are a number of
proposals for new non-US projects, both
brownfield expansion and greenfield.
There is strong competition between
proposed projects in Australia, East
Africa and Canada to secure foundation
sales from 2022 and proceed to a FID.
Australia and Canada have the advantage
of offering political and fiscal stability,
established oil and gas infrastructure and
proximity to premium Asian markets.

Global LNG supply and demand

~200 mtpa supply
must come online
to support 2030
demand

new FiDs
requirement grows
rapidly ~20 mtpa
required online
in 2023

new FiDs required
now to support
2022 demand

500

400

300

a
p
t
m

200

100

2014

2030

Probable development
Projects under construction
Operational
WoodMackenzie demand

Diversity in pricing mechanisms
The recent introduction of US LNG has
contributed to new pricing mechanisms
in the Asian market. It is expected that oil-
linked pricing will continue to be dominant
in long-term sales arrangements. In a
high oil price environment, US LNG prices
linked to the US-traded Henry Hub (HH)
gas price may be lower than oil-linked
prices. However, the drop in oil prices in
the second half of 2014 has highlighted
that this may not be the case when US
LNG starts to be delivered.

Some recent negotiations have involved
hybrid LNG price mechanisms, featuring
a mix of oil-linkage and some component
linked to traded gas prices, such as HH or
the United Kingdom National Balancing
Point. Fundamentally, most end-buyers
and governments from LNG importing
countries desire competitively priced
LNG, while also pursuing greater LNG
supply diversification. Regardless of
the indexing regime, long-term off-take

commitments at robust prices above
the average long-term cost of supply are
required to underpin investment in new
greenfield projects.

Global shipping fleet growth
The increase in LNG shipping demand
can be attributed to the growing LNG
demand in Asia-Pacific, South America
and the Middle East. In 2014, there were
more than 1003 spot charters and more
than ten3 short-term charters; this is an
unprecedented level of activity for the
industry. Modern tri-fuel diesel electric
vessels with low boil-off, such as the
Woodside Goode and Woodside Rogers,
are the industry preference. Shipping
demand is expected to grow in line with
supply, with new ships representing
35%3 of the current fleet on the water.

Customer-valued production
Over the last two years, Woodside
completed price review negotiations for
existing sales agreements for the Pluto
and NWS projects. Pluto foundation sale
negotiations were concluded in 2013,
while only one price review for NWS
was concluded during the year, with
others continuing into 2015. Further
NWS Sales and Purchase Agreements
will be subject to price review in 2015.
Therefore, Woodside’s share of NWS
LNG production, subject to price review
in 2015, equates to approximately
1.75 mtpa. Price outcomes for Pluto and
NWS in the last two years confirm that
production from these projects is highly
valued by our long-term customers. Price
review outcomes for Pluto foundation
sales came into effect in the first half of
2014. Woodside also concluded three
mid-term sales agreements underpinned
by Pluto volumes, which reflects strong
relationships with Asian customers.

Browse equity volumes will play a
significant role in Woodside’s LNG
portfolio growth. We will seek to
underpin a Browse FID with long-term
contracts at competitive market prices.
Browse LNG will be a high-heating value
product and is expected to appeal to
customers in Japan, Korea and Taiwan.
Woodside’s Australian LNG is also
attractive to new markets such as India,
China, Kuwait, Vietnam, Indonesia and
Singapore, which require Australian LNG
to balance their supply portfolios.

LNG additions to the Woodside
portfolio
In 2014, we diversified our sources
of supply with the purchase of
approximately 0.85 mtpa of US LNG from
the proposed Corpus Christi project in

3. Source Poten & Partners Industry Market update, December 2014.
4. Purchase remains subject to conditions precedent.
5. The acquisition is subject to transaction close.

OPERATIONS

south Texas. The supply term is a base
period of 20 years from about 20194. This
purchase adds a differentiated pricing
basis, geographical source and heating
value to the Woodside LNG supply
portfolio. It enables Woodside to offer
pricing regimes to match customers’
specific requirements.

During 2014, our dedicated trading office
in Singapore continued chartering of our
trading vessel (the Woodside Goode),
secured long-term US LNG supply from
Cheniere and executed mid-term supply
contracts and numerous third-party LNG
trades.

In 2014, we managed excess LNG from
equity production at Pluto and NWS.
The benefits of this optimisation activity
were attributed to the business units and
totalled over US$40 million.

Increasing volatility in both oil and spot
LNG pricing and at times limited physical
liquidity is making this optimisation
function even more critical to ensuring
individual assets extract maximum value
for their molecules and minimise market
risk. Activities include the management
of price spreads, volume flexibilities,
cargo storage and shipping.

The Woodside Goode has been fully
utilised throughout 2014 with the majority
of its activity in the Far East. It has also
loaded cargoes from Europe and the
Middle East.

Future growth and diversification
Woodside continues to nurture and
grow customer relationships across
the increasing base of LNG buyers in
the Asia-Pacific region. Our focus is
on expanding the range of marketing
volumes, activities and customer
offerings. With existing long-term
sales, Woodside is pursuing near-term
value accretive arrangements with both
existing and new customers through
LNG spot and mid-term sales and LNG
shipping transactions.

We will continue to build a diverse
supply portfolio, underpinned by reliable
Australian LNG and supplemented by
US-sourced volumes to pursue additional
long-term sales arrangements. Key
growth initiatives include progressing the
Browse FLNG Project, a move to equity
lifting of uncommitted LNG production
from Pluto and NWS, and the acquisition5
of equity in the Wheatstone and Kitimat
LNG projects.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWRESERVES STATEMENT

Developed reserves decreased by 13.6% (Proved) and 10.6% (Proved plus
Probable) following annual production and updated reservoir studies for a
number of assets.

2014 Key performance highlights

Woodside’s reserves1,2,3,4 and Contingent resources5 overview*

Strong reservoir performance at Angel
resulted in a revision which positively
affected both production and reserves.

The Contingent Resource (2C)

estimate of Browse increased by
159 Bcf dry gas following integration
of the Tridacna seismic data.

The Toro discovery was booked as a

new Contingent resource.

Proved reserves*

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3
,
1

2
9
2
,
1

4
6
2

8
4
2

1
3
2
,
1

3
3
5

3
4
1
,
1

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5
6

8
4
0
,
1

2
6
5

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Proved Developed and Undeveloped
reserves decreased by 94.9 MMboe due
to production, divestment of Neptune and
annual reserves revision.

Proved plus Probable reserves*

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e
p
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e
v
e
d
n
U
d
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a
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8
6
,
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0
1
6
,
1

4
5
3

5
2
3

4
4
5
,
1

6
5
7

7
3
4
,
1

2
5
8

9
3
3
,
1

1
6
7

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e
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r
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D

)

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)

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r

Proved plus Probable Developed
and undeveloped reserves
decreased by 98.1 MMboe due to
production, divestment of Neptune
and annual reserves revision.

Proved11 Developed12 and Undeveloped13

Proved Developed

Proved Undeveloped
Proved plus probable14 Developed and Undeveloped
Proved plus probable Developed

Proved plus probable Undeveloped

Contingent resources

Key metrics

2014 reserves replacement ratio15
Organic 2014 reserves replacement ratio16

Three-year reserves replacement ratio

Organic three-year reserves replacement ratio
Reserves life17
Annual production18

Net acquisitions and divestments

Dry gas6

Condensate7

Oil

Total

Bcf8
5,263.3

2,799.2

2,464.1
6,653.6
3,723.7

2,929.9

7,766.9

MMbbl9
94.9

MMbbl
30.0

44.7

50.2
117.1
58.8

58.3

26.0

3.9
54.1
49.1

5.0

MMboe10
1,048.3

561.9

486.4
1,338.5
761.1

577.3

235.6

144.6

1,742.9

Proved

10.6

99.1

(1.5)

Proved plus
probable
1

13.5

99.1

(3.1)

Years

MMboe

Proved (1P) Developed and Undeveloped reserves annual reconciliation
by product*

Reserves at 31 December 2013
Revision of previous estimates19
Extensions and discoveries20

Acquisitions and divestments

Annual production

Reserves at 31 December 2014

Dry gas
Bcf
5,707.8

Condensate
MMbbl
102.9

Oil
MMbbl
38.9

Total
MMboe
1,143.2

6.7

0.0

(0.9)

450.2

5,263.3

0.5

0.0

8.5

94.9

4.0

0.0

(1.3)

11.6

30.0

5.7

0.0

(1.5)

99.1

1,048.3

Proved plus probable (2P) Developed and Undeveloped reserves annual
reconciliation by product*

Reserves at 31 December 2013

Revision of previous estimates

Extensions and discoveries

Acquisitions and divestments

Annual production

Reserves at 31 December 2014

Dry gas
Bcf
7,092.4

Condensate
MMbbl
125.2

Oil
MMbbl
67.0

Total
MMboe
1,436.5

13.3

0.0

(1.8)

450.2

6,653.6

0.4

0.0

8.5

117.1

1.4

0.0

(2.8)

11.6

54.1

4.1

0.0

(3.1)

99.1

1,338.5

Best Estimate Contingent resources (2C) annual reconciliation by product*

Contingent resources at 31 December 2013

Transfer to reserves

Revision of previous estimates

Extensions and discoveries

Acquisitions and divestments

Dry gas
Bcf
7,488.6

Condensate
MMbbl
230.9

Oil
MMbbl
147.6

Total
MMboe
1,692.3

0.0

174.2

105.0

(0.9)

0.0

3.0

1.8

0.0

(1.5)

0.0

(1.5)

0.0

32.1

20.2

(1.7)

Contingent resources at 31 December 2014

7,766.9

235.6

144.6

1,742.9

*Small differences are due to rounding.

Refer to 36 for notes to the reserves statement.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn

Proved Developed and Undeveloped reserves summary by region*

Greater Pluto21
North West Shelf22
Greater Exmouth23
Other Australia24

Reserves

Dry gas
Bcf
3,212.2

2,051.1

0.0

5,263.3

Condensate
MMbbl
49.0

Oil
MMbbl
0.0

45.9

0.0

94.9

13.4

15.1

1.5

30.0

Total
MMboe
612.6

419.0

15.1

1.5

1,048.3

Proved Developed reserves summary by region*

Greater Pluto

North West Shelf

Greater Exmouth

Other Australia

Reserves

Dry gas
Bcf
1,399.5

1,399.7

0.0

2,799.2

Condensate
MMbbl
18.4

Oil
MMbbl
0.0

26.3

0.0

44.7

11.8

12.7

1.5

26.0

Proved Undeveloped reserves summary by region*

Greater Pluto25
North West Shelf25
Greater Exmouth

Other Australia

Reserves

Dry gas
Bcf
1,812.7

651.3

0.0

2,464.1

Condensate
MMbbl
30.6

Oil
MMbbl
0.0

19.6

0.0

50.2

1.6

2.4

0.0

3.9

Proved plus Probable Developed and Undeveloped reserves
summary by region*

Total
MMboe
264.0

283.6

12.7

1.5

561.9

Total
MMboe
348.6

135.4

2.4

0.0

486.4

Greater Pluto

North West Shelf

Greater Exmouth

Other Australia

Reserves

Dry gas
Bcf
4,427.2

2,226.4

0.0

6,653.6

Condensate
MMbbl
65.7

Oil
MMbbl
0.0

51.4

0.0

117.1

20.9

31.5

1.7

54.1

Total
MMboe
842.4

462.9

31.5

1.7

1,338.5

Proved plus Probable Developed reserves summary by region*

Greater Pluto

North West Shelf

Greater Exmouth

Other Australia

Reserves

Dry gas
Bcf
2,226.2

1,497.6

0.0

3,723.7

Condensate
MMbbl
29.1

Oil
MMbbl
0.0

29.7

0.0

58.8

18.7

28.7

1.7

49.1

Proved plus Probable Undeveloped reserves summary by region*

Greater Pluto

North West Shelf

Greater Exmouth

Other Australia

Reserves

Dry gas
Bcf
2,201.0

728.9

0.0

2,929.9

Condensate
MMbbl
36.6

Oil
MMbbl
0.0

21.7

0.0

58.3

2.2

2.8

0.0

5.0

Best Estimate Contingent resources summary by region*

Greater Browse26
Greater Sunrise27
Greater Pluto

Greater Exmouth

North West Shelf

Other Australia

Dry gas
Bcf
4,819.0

1,716.8

659.6

357.2

148.7

65.5

Condensate
MMbbl
141.8

Oil
MMbbl
0.0

75.6

10.6

2.6

4.7

0.5

0.0

114.1

20.3

10.2

Total
MMboe
419.6

311.1

28.7

1.7

761.1

Total
MMboe
422.7

151.8

2.8

0.0

577.3

Total
MMboe
987.2

376.7

126.4

179.4

51.0

22.1

Contingent resources

7,766.9

235.6

144.6

1,742.9

*Small differences are due to rounding.

Refer to 36 for notes to the reserves statement.

OPERATIONS

Proved plus Probable reserves
(Developed and Undeveloped)

1,338.5
MMboe

Developed
Greater Pluto Undeveloped
NWS Undeveloped
Other Undeveloped

%
57
32
11
<1

At year-end 2014, 57% of the Proved plus
Probable reserves were categorised as
Developed, down from 59% in 2013.

1P Reserves by region
(Developed and Undeveloped)

1,048.3
MMboe

Greater Pluto
NWS
Greater Exmouth
Other Australia

2P Reserves by region
(Developed and Undeveloped)

1,338.5
MMboe

Greater Pluto
NWS
Greater Exmouth
Other Australia

2C Contingent resource
by region

1,742.9
MMboe

Greater Browse
Greater Sunrise
Greater Pluto
Greater Exmouth
NWS
Other Australia

%
58
40
1
<1

%
63
35
2
<1

%
57
22
7
10
3
1

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWOPERATING AND
FINANCIAL REVIEW

Governance and assurance

Woodside, as an Australian company listed on the Australian
Securities Exchange, reports its petroleum resource estimates
using definitions and guidelines consistent with the 2007
Society of Petroleum Engineers (SPE)/World Petroleum Council
(WPC)/American Association of Petroleum Geologists (AAPG)/
Society of Petroleum Evaluation Engineers (SPEE) Petroleum
Resources Management System (PRMS).

Woodside has several processes to provide assurance for
reserves reporting, including the Woodside Reserves Policy, the
Petroleum Resources Management Operating Standard, staff
training and minimum competency levels and external reserves
audits. On average, more than 96% of Woodside’s Proved
reserves have been externally verified by independent review
over the past four years.

Unless otherwise stated, all petroleum resource estimates are
quoted as net Woodside share at standard oilfield conditions of
14.696 pounds per square inch (psi) (101.325 kilo pascals (kPa))
and 60 degrees Fahrenheit (15.56 degrees Celsius).

Qualified petroleum reserves and resources
evaluator statement

The reserves statement is based on and fairly represents
information and supporting documentation prepared by
qualified petroleum reserves and resources evaluators. The
reserves statement has been approved by Mr Ian F. Sylvester,
Woodside’s Vice President of Reservoir Management, who is a
full-time employee of the company and a member of the Society
of Petroleum Engineers. Mr Sylvester’s qualifications include a
Master of Engineering (Petroleum Engineering) from Imperial
College, University of London, England, and more than 20 years
of relevant experience. Mr Sylvester has consented in writing to
the inclusion of this information in this report.

‘Revision of previous estimates’ shows changes
in previous estimates of reserves or Contingent
resources, either up or down, resulting from new
information normally obtained from development
drilling and production history or resulting from a
change in economic factors.

‘Extensions and discoveries’ represent additions to
reserves or Contingent resources that result from
increased areal extensions of previously discovered
fields, discovery of reserves in new fields or new
reservoirs in old fields.

21 The ‘Greater Pluto’ region comprises the Pluto-

Xena, Larsen, Martell, Martin, Noblige, Remy, Alaric
and Cadwallon fields.

22 The ‘North West Shelf’ (NWS) includes all oil and
gas fields within the North West Shelf Project
Area. As the NWS consists of a portfolio of fields,
probabilistic aggregation is more appropriate than
arithmetic summation, as inter-field dependencies
reflecting different reservoir characteristics between
fields are incorporated. Probabilistic aggregation
of individual fields in the NWS accounts for 13.5%
of NWS Proved (Developed and Undeveloped)
dry gvas reserves, and 17.2% of NWS Proved
(Developed and Undeveloped) condensate reserves.

23 The ‘Greater Exmouth’ region comprises Vincent,
Enfield, Stybarrow-Eskdale, Greater Laverda,
Cimatti, Ragnar and Toro fields.

‘Other Australia’ includes the Laminaria-Corallina
and Argus fields.

25 Material concentrations of reserves in the

Greater Pluto and North West Shelf regions have
remained undeveloped for longer than 5 years
from the date they were initially reported as the
incremental reserves are expected to be recovered
through future developments to meet long term
contractual commitments. The incremental
projects are included in the company business
plan, demonstrating the intent to proceed with the
developments.

‘Greater Browse’ comprises the Brecknock,
Calliance and Torosa fields. For the Browse FLNG
development, the reference point is defined as
the outlet of the FLNG facility, which means that
Contingent resources are reported excluding the
fuel and flare required for production and processing
up to the reference point.

‘Greater Sunrise’ comprises the Sunrise and
Troubadour fields.

Notes to the reserves statement

‘Reserves’ are estimated quantities of petroleum
that have been demonstrated to be producible
from known accumulations in which the company
has a material interest from a given date forward,
at commercial rates, under presently anticipated
production methods, operating conditions, prices
and costs.

Assessment of the economic value of a project,
in support of a reserves booking, uses Woodside
Portfolio Economic Assumptions (PEAs). The PEAs
are reviewed on an annual basis or more often if
required. The review is based on historical data and
forecast estimates for economic variables such
as product prices and exchange rates. The PEAs
are approved by the Woodside Board. Specific
contractual arrangements for individual projects are
also taken into account.

3 Woodside uses both deterministic and probabilistic

methods for estimation of petroleum resources at
the field and project levels. Unless otherwise stated,
all petroleum estimates reported at the company or
region level are aggregated by arithmetic summation
by category. Note that the aggregated Proved level
may be a very conservative estimate due to the
portfolio effects of arithmetic summation.

4 Woodside reports reserves net of the fuel and

flare required for production, processing and
transportation up to a reference point. For offshore
oil projects, the reference point is defined at the
outlet of the FPSO. For onshore LNG projects,
the reference point is defined as the inlet to
the downstream (onshore) processing facility.
Downstream fuel and flare represents 12.4% of
Woodside’s Proved (Developed and Undeveloped)
reserves, and 12.4% of Proved plus Probable
(Developed and Undeveloped) reserves.

‘Contingent resources’ are those quantities of
petroleum estimated, as of a given date, to be
potentially recoverable from known accumulations,
but the applied project(s) are not yet considered
mature enough for commercial development due to
one or more contingencies. Contingent resources
may include, for example, projects for which
there are currently no viable markets, or where
commercial recovery is dependent on technology
under development, or where evaluation of the
accumulation is insufficient to clearly assess
commerciality. Woodside reports Contingent
resources net of the fuel and flare required for
production, processing and transportation up to a
reference point and non-hydrocarbons not present
in sales products. Contingent resources estimates
may not always mature to reserves and do not
necessarily represent future reserves bookings.
All Contingent resource volumes are reported at
the ‘Best Estimate’ (P50) confidence level.

’Dry gas’ is defined as ‘C4 minus’ petroleum
components including non-hydrocarbons.
These volumes include LPG (propane and butane)
resources. Dry gas reserves and Contingent
resources include ‘C4 minus’ hydrocarbon
components and non-hydrocarbon volumes
that are present in sales product.

‘Condensate’ is defined as ‘C5 plus’ petroleum
components.

‘Bcf’ means billions (109) of cubic feet of gas
at standard oilfield conditions of 14.696 psi
(101.325 kPa) and 60 degrees Fahrenheit
(15.56 degrees Celsius).

‘MMbbl’ means millions (106) of barrels of oil and
condensate at standard oilfield conditions of
14.696 psi (101.325 kPa) and 60 degrees
Fahrenheit (15.56 degrees Celsius).

‘MMboe’ means millions (106) of barrels of oil
equivalent. Consistent with international practice,
dry gas volumes are converted to oil equivalent
volumes via a constant conversion factor, which
for Woodside is 5.7 Bcf of dry gas per 1 MMboe.
Volumes of oil and condensate are converted from
MMbbl to MMboe on a 1:1 ratio.

‘Proved reserves’ are those reserves which analysis
of geological and engineering data suggests, to
a high degree of certainty (90% confidence), are
recoverable. There is relatively little risk associated
with these reserves.

‘Developed reserves’ are those reserves that are
producible through currently existing completions
and installed facilities for treatment, compression,
transportation and delivery, using existing operating
methods and standards.

‘Undeveloped reserves’ are those reserves for
which wells and facilities have not been installed or
executed but which are expected to be recovered
through future investments.

‘Probable reserves’ are those reserves which
analysis of geological and engineering data suggests
are more likely than not to be recoverable. There is
at least a 50% probability that the quantities actually
recovered will exceed the sum of estimated Proved
plus Probable reserves.

15 The ‘reserves replacement ratio’ is the reserves

(Developed and Undeveloped) change during the
year, before the deduction of production, divided by
production during the year. The ‘three-year reserves
replacement ratio’ is the reserves (Developed and
Undeveloped) change over three years, before the
deduction of production for that period, divided by
production during the same period.

16 The ‘organic annual reserves replacement ratio’ is

the reserves (Developed and Undeveloped) change
during the year, before the deduction of production
and adjustment for acquisition and divestments,
divided by production during the year.

17 The ‘reserves life’ is the reserves (Developed and

Undeveloped) divided by production during the year.

‘Annual production’ is the volume of dry gas,
condensate and oil produced during the year and
converted to MMboe for the specific purpose
of reserves reconciliation and the calculation
of reserves replacement ratios. The reserves
statement annual production differs from production
volumes reported in the company’s annual and
quarterly reports due to differences between sales
and reserves product definitions, reserves reported
gross of downstream fuel and flare and the MMboe
conversion factors applied.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATIONOVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

GROWTH

We are concentrating on aggregating positions around existing focus areas.

ORGANIC

IN-ORGANIC

DEVELOPMENTS

GLOBAL
EXPLORATION

BUSINESS
OPPORTUNITIES

In our pursuit of organic growth opportunities,
we are focused on maturating our existing
resources into reserves. Our world-class
resource base includes Browse and Sunrise.

Wheatstone platform, image courtesy of Apache

We are growing and rebalancing our global
exploration portfolio to generate future
growth opportunities for the company.
Our focus is on consolidating our portfolio
in Australasia, the Atlantic margins and
Sub-Saharan Africa.

We continually evaluate commercial
opportunities which meet our target
investment criteria. Recent examples of
our inorganic growth include the acquisition
of key Apache assets and LNG feasibility
studies in British Columbia.

The acquisition is subject to transaction close.

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWOPERATING AND
FINANCIAL REVIEW

DEVELOPMENTS

Commercialisation of the world-
class Browse resources using
FLNG technology will enhance
our core business by leveraging
our extensive floating and
subsea operations experience.

Image courtesy of Shell

BROWSE

Key performance highlights

Technical elements of the basis of
design (BOD) phase completed.

Key pre-front-end engineering and
design (FEED) work completed.

Primary approvals significantly

progressed.

Additional strategic activities

and technical work to de-risk the
development underway.

Future objectives

Pursue cost efficiencies for the
development as a result of the
substantial shift in market conditions.

Complete technical work to de-risk the

development.

Complete additional strategic activities
(including securing primary approvals
and managing the impacts of the
maritime boundary change).

FEED phase entry in mid-2015.

Woodside is targeting a final

investment decision (FID) in 2016.

Interest

Operator
Location

TR/5; R2; WA-30-R
WA-31-R; WA-32-R
WA-28-R; WA-29-R

34%
34%
17%

Woodside
Offshore 425 km
north of Broome, WA

Water depth 350–700 metres
Contingent
Resources1

4.8 trillion cubic feet (Tcf)
of dry gas
141.8 MMbbl condensate

1 Woodside share. Net resources are subject to

unitisation outcomes.

Location of joint venture permits in the Browse area

Darwin

WA-30-R

R 2

TR/5

WA-32-R

WA-29-R

WA-275-P

WA-28-R

Torosa

Brecknock

Calliance

WA-31-R

WA-28-R

Browse joint venture permits

Broome

Gas fields

Derby

100

200

kilometres

Horizontal Datum: GDA 1994

Port Hedland

Karratha

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATIONlease moving into State jurisdiction.
Legislation was subsequently passed
by the WA Parliament in November
to accommodate the coastal waters
boundary change. This boundary change
will not affect the Browse retention
leases until they are renewed by the Joint
Authority and WA Minister for Mines and
Petroleum.

The Australian Industry Participation
Plan (AIPP) was approved in May by
the Commonwealth Australian Industry
Participation Authority. The AIPP outlines
the Browse joint venture participants’
commitment to providing full, fair and
reasonable opportunity for local industry
to contribute to activities and to maximise
local industry participation where it is
capable and competitive on the basis of
health, safety, environment, quality, cost
and delivery.

In June, the Browse joint venture
participants submitted renewal
applications for the State and
Commonwealth Browse retention
leases in line with the requirements of
the relevant State and Commonwealth
legislation. Discussions are ongoing with
the State and the Commonwealth on
retention lease renewal.

Cooperative work continues with
the State in relation to the State’s
Domestic Gas Policy and the Browse
joint venturers’ commitment to a WA-
anchored supply chain.

The draft Environmental Impact
Statement (EIS) was released for a period
of public comment in November, which
concluded in December. Responses to
public comments are being prepared
for inclusion in the final EIS document,
which is due for submission to the
Commonwealth Minister for Environment
in mid-2015. A State environmental
referral was submitted to the WA

In September 2014, both governments
agreed to defer CMATS arbitration and
work towards a settlement.

We continue to engage with both
governments to facilitate the timely
progression of the development,
including discussions on multiple
development concepts, both on and
offshore options.

Browse FLNG Development
update

Woodside, as operator of the Browse
FLNG Development, is progressing
floating liquefied natural gas (FLNG)
as the preferred development concept
to commercialise globally significant
resources in the Browse Basin, located
offshore approximately 425 km north
of Broome in Western Australia (WA).

The Brecknock, Calliance and Torosa
fields – collectively known as the Browse
resources – are estimated to contain
gross (100%) contingent resources (2C)
of 15.4 Tcf of dry gas and 453.0 million
barrels of condensate (net Woodside
assumed unitised share of 4.8 Tcf of
dry gas and 141.8 million barrels of
condensate).

The BOD phase determines the major
design parameters and execution
methodologies to enable optimal
development of the Browse gas fields.
The technical elements of BOD, as well
as key pre-FEED work, were completed
in December. Additional strategic
activities and technical work to de-risk
the development ahead of FEED phase
entry are now in progress. Woodside
anticipates FEED phase entry in mid-
2015 and is targeting a FID in 2016.

We are taking advantage of the
substantial shift in market conditions
to pursue cost efficiencies for the
Browse FLNG Development.

Approvals

In May, the National Offshore Petroleum
and Titles Administrator advised that
proposed changes to the coastal
waters boundary of WA around North
Scott Reef would potentially impact
one of the Commonwealth retention
leases covering the Torosa field,
with part of the area of the retention

SUNRISE
Woodside 33.44% (operator)

The Greater Sunrise fields hold a
contingent resource of 5.13 Tcf of dry gas
and 225.9 million barrels of condensate
(net Woodside share of 1.7 Tcf of dry gas
and 75.6 million barrels of condensate).

In April 2013, the Timor-Leste
Government referred a dispute with the
Australian Government relating to the
treaty on Certain Maritime Arrangements
in the Timor Sea (CMATS) to international
arbitration in accordance with the dispute
resolution procedure in the Timor Sea
Treaty.

GROWTH

Environmental Protection Authority in
December to determine whether or
not to assess the referral and, if so, the
level of assessment.

The preliminary Field Development Plan
outlining the nature of the proposed
development, and the method of
operation and production, was submitted
to the Commonwealth and State
regulators for review in January 2015.
We anticipate submitting the final Field
Development Plan in the second half
of 2015.

Marketing

We will seek to underpin a Browse
FLNG Development FID with long-term
contracts at competitive market prices.
Browse LNG will be a high heating
value product that is expected to be
appealing to customers in Japan, Korea
and Taiwan. Woodside’s Australian LNG
is also attractive to new and growing
markets such as India, Kuwait, Vietnam,
Indonesia and Singapore, which will
require Australian LNG to balance
its supply portfolios. Solid marketing
progress is being made towards a target
for customer commitments to Browse
in 2015.

Outlook

We remain well placed to complete
additional strategic activities and technical
work to de-risk the development ahead
of FEED phase entry. We have proposed
a work program (subject to renewal
of the Browse retention leases) that
includes completing:

all technical and commercial activities;

project and operations readiness

activities; and

the securing of the remaining primary
and long-lead secondary approvals
required to support a positive FID.

Woodside hosted Timor-Leste interns
as part of the Timor-Leste Professional
Development Program. Interns met with
CEO Peter Coleman and Timor-Leste
Minister for Petroleum and Natural
Resources, Alfredo Pires, during their
placement.

Darwin

WA-30-R

R 2

TR/5

WA-32-R

WA-29-R

WA-275-P

WA-28-R

Torosa

Brecknock

Calliance

WA-31-R

WA-28-R

Derby

Broome

Port Hedland

Karratha

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEWGLOBAL EXPLORATION

Exploration is focused on
growing a balanced global
portfolio to provide future
growth opportunities for the
business.

Exploration strategy in 2014
During 2014, we remained focused on
our strategy to rebalance and grow the
materiality and depth of our exploration
portfolio. We continued to acquire
acreage in new basins, based on our
in-depth studies of three key focus
regions – Australasia, sub-Saharan Africa
and the Atlantic margins. We increased
our exposure to emerging and frontier
petroleum provinces, including oil-
prone basins, providing balance to the
predominantly mature basin position held
in Australia.

As a strategic driver of future value
creation, the growth of Woodside’s
exploration portfolio has been a key
priority for the business throughout
the year. The success of our strategy
is demonstrated by new entries into
emerging and frontier acreage in
Cameroon, Canada (Nova Scotia), Gabon,
Morocco and Tanzania. This continues the
portfolio building achievements of 2013,
which added Ireland, Myanmar and New
Zealand, and provides further opportunity
to leverage the company’s deepwater
and technology capabilities.

Australian exploration activity
Drilling activity in 2014 included
two exploration wells in the Exmouth
sub-basin. In WA-255-P, the Rydal-1
well (non-operated) resulted in a
non-commercial oil discovery.

In WA-430-P, the Toro-1 well was
spudded in May 2014, resulting in a
gas discovery announced in July 2014.
Well results continue to be evaluated as
part of a potential greater Ragnar Hub
development opportunity.

During the second half of 2014, the Outer
Canning drilling campaign commenced,
marking the first test of new plays in this
frontier basin. The Hannover South-1
well in WA-466-P was spudded in July
2014, and Steel Dragon-1 in WA-464-P
was spudded in November 2014. Both
wells resulted in dry holes. The Anhalt-1
top hole was spudded in November and
conductor set, prior to returning to the
Steel Dragon-1 location in November
to complete the well. Anhalt-1 drilling
recommenced in November with results
expected during Q1 2015.

Seismic activity in 2014 included the
NWS Fortuna Survey (4,058 km2), which
was completed in May and will provide
the foundation for future NWS exploration
and appraisal programs. Preliminary
results from seismic interpretation are
expected in the second half of 2015.

In the Exmouth sub-basin, the Centaurus
(1,240 km2) and Babylon (1,306 km2)
3D seismic surveys were completed.
In the Browse permit WA-495-P, the
Lord 3D marine seismic survey
(3,366 km2) was completed. Seismic
processing for these surveys is expected
to be finalised in the first half of 2015
and followed by interpretation.

Active portfolio management remained
a key focus for the Australian portfolio
in 2014, with the company surrendering
four lower prospectivity permits during
2014 (AC/P48, WA-451-P, WA-269-P,
WA-275-P). In addition, Woodside
farmed down 11.1% in Outer Canning
permits WA-462-P and WA-466-P to
BP Developments Australia Pty Ltd.

2014 Performance highlights

Continued to rebalance and grow our
global exploration portfolio, with new
entries into Cameroon, Canada (Nova
Scotia), Gabon, Morocco and Tanzania.

Consolidated positions in Myanmar

and Morocco, with a successful bid in
March for an additional four blocks in
Myanmar. We finalised an agreement for
a reconnaissance licence in Morocco in
November.

The Toro-1 well discovered gas in

Exmouth sub-basin permit WA-430-P.
Acquired 11,678 km2 of 3D seismic data
in six regions: NWS Fortuna, Centaurus
(Exmouth sub-basin), Babylon (Exmouth
sub-basin), Lord (Browse basin), Muneo
(Korea) and Block AD-7 (Myanmar).

Established new offices in Dublin

(Ireland), Wellington (New Zealand)
and Yangon (Myanmar) to support our
exploration activities in these regions.

Future objectives

High impact exploration activities in

2015, including:
à up to three wells in Australia (Outer

Canning, Pluto and Exmouth regions);

à up to three international wells

(Cameroon, Korea and Myanmar); and
à conduct seismic surveys in Morocco,
Myanmar, New Zealand, Peru and
Tanzania.
Continue to:

à pursue opportunities that leverage

our deepwater skills and technology
capabilities; and

à grow and high-grade our global

exploration portfolio with an emphasis
on emerging petroleum provinces
that offer materiality.

Concentrate on aggregating positions
around our existing focus areas in
Australasia, the Atlantic margins and
Sub-Saharan Africa.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnGROWTH

Morocco
Rabat Deep Offshore permits I-VI
Woodside 25% (non-operator)

Rabat Ultra Deep Offshore
Reconnaissance Licence
Woodside 75% (operator)

In July, Woodside finalised an agreement
with Chariot Oil and Gas to farm in to
the Rabat Deep Offshore permits I-VI
offshore north-western Morocco. Under
the agreement, Woodside acquired an
initial 25% participating interest in the
permits with an option to increase its
participating interest to 50% and take
operatorship. The interpretation of seismic
data acquired in 2014 is now underway
ahead of a future decision to drill.

In November, Woodside entered into a
contract for an exclusive Reconnaissance
Licence with the Office National des
Hydrocarbures et des Mines (ONHYM).
The licence covers a block known as the
Rabat Ultra Deep Offshore area, located
just west of the Rabat Deep Offshore
permits I-VI, and covers an area of
36,737 km2. Woodside is planning to
acquire a 2D seismic survey in 2015.
The joint venture comprises Woodside,
(75%) and ONHYM (25%).

This reduced our equity in both permits
to 43.9%1. Partial divestment supports
our disciplined approach to portfolio
management in frontier provinces.

2432, 2433 and 2434, which cover
14,100 km2. The future work program
is anticipated to include the drilling of
exploration wells from 2017.

In December, Woodside farmed into
WA-358-P, extending our exploration
position in the Exmouth sub-basin
offshore Western Australia. During the
same month, Woodside also secured an
operating interest in WA-356-P as part of
the acquisition of Apache assets2.

1. BP can elect to withdraw from the acreage after
the first well in each permit has been drilled.
2. The acquisition is subject to transaction close.

International exploration activity
Cameroon
Woodside 30% (non-operator)

In October, Woodside entered into
an agreement with Noble Energy and
Glencore to obtain a 30% participating
interest in the Tilapia Production
Sharing Contract (PSC) off the coast of
Cameroon.

The 3,875 km2 block is located in the
Douala Basin. The joint venture plans to
drill the Cheetah exploration well in 2015.

Canada (Nova Scotia)
Woodside 20% (non-operator)

In December, Woodside finalised an
agreement with BP to farm in to offshore
blocks in the Scotian Basin, located
off the coast of Nova Scotia, Canada.
Woodside has a 20% participating
interest in exploration licences 2431,

Gabon
Woodside 40% (non-operator)

In August, Woodside acquired a 40%
participating interest in a PSC for Block
F15 (now named Doukou Dak) in the
Gabon Coastal Basin. The block covers
2,700 km2 and is located in the south-
western offshore area of Gabon.

Ireland
FEL 5/13
Woodside 90% (operator)

FEL 3/14
Woodside 85% (operator)

FEL 4/14
Woodside 85% (operator)

FEL 5/14
Woodside 60% (operator)

During 2014, Woodside was granted
Frontier Exploration Licences (FELs) 3/14,
4/14 and 5/14 (FEL 5/13 had previously
been granted at the end of 2013). In early
2014, an office was established in Dublin.

We also made progress on work
program commitments, including seismic
reprocessing and environmental studies
involving the deployment of passive
acoustic loggers for monitoring cetacean
activity.

Our areas of activity – global exploration

Ireland

Morocco
Spain
(Canary
Islands)

Cameroon
Gabon

Republic of Korea

Canada (Nova Scotia)

Myanmar

Tanzania

Australia

Peru

New Zealand

Exploration acreage

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEW
OPERATING AND
FINANCIAL REVIEW

Myanmar Country Manager Daniel Clery (right), leads the Yangon office established in
early 2014.

Myanmar
A-6 Woodside 50% (joint operator)
MPRL 50% (joint operator)

AD-7 Woodside 40% (operator for drilling)
Daewoo International 60% (overall operator)

A-7 Woodside 45% (operator)

AD-5 Woodside 55% (operator)

A-4 Woodside 45% (non-operator)

AD-2 Woodside 45% (non-operator)

In early 2014, Woodside established
an office in Yangon to support future
exploration activities.

The Padauk 3D seismic survey data
was acquired in Block A-6 in early 2013.
Following the interpretation of 3D data,
the joint venture will decide on the
location and drilling of a commitment well
in late 2015.

In March 2014, 3D seismic acquisition
(1,204 km2) was completed with our
venture participant in AD-7. In 2015,
interpretation will be completed and
the joint venture will make a decision
on whether to drill an exploration well
in the block.

During Q1 2014, Woodside was
successful in bidding on four new
blocks (A-7, AD-5, A-4 and AD-2) in the
Myanmar Government 2013 Offshore
Bid Round. The addition of these new
blocks provides a material position in the
underexplored Rakhine Basin off north-
west Myanmar. Following the expected
execution of PSCs for these blocks in
Q1 2015, the joint venture will commence
its work obligations.

New Zealand
Woodside 70% (operator)

Woodside is in a joint venture with New
Zealand Oil & Gas Ltd in two offshore
permits – PEP 55793 in the Taranaki
Basin and PEP 55794 in the Great South
Basin. The permits came into force on
1 April 2014.

A comprehensive program of stakeholder
engagement has supported environmental
approvals received from the New Zealand
Department of Conservation. Seismic
operations for the Vulcan 3D seismic
survey (1,030km2) in the Taranaki Basin
commenced in January 2015. The Toroa
3D seismic survey (1,140km2) in the Great
South Basin is due to commence in Q1
2015. During 2014, Woodside established
an office in Wellington to assist with
managing exploration interests in New
Zealand.

Peru
Woodside 35% (non-operator)

During the second half of 2014, the joint
venture commenced a 2D seismic survey
over block 108. This survey is expected
to be completed in Q1 2015, having
acquired 550 km of 2D seismic data.
During 2015, the seismic data will be
processed and interpreted.

Republic of Korea
Woodside 50% (operator exploration)

In the Ulleung Basin Block 8/6-1N, the
504 km2 Muneo 3D seismic survey was
completed in June 2014. Planning is
underway to drill a well in the deepwater
part of the basin in Q4 2015.

Spain (Canary Islands)
Woodside 30% (non-operator)

Woodside elected not to participate in the
Sandia-1X well that was spudded by the
operator (Repsol) in Q4 2014. Woodside
continues to work with the joint venture
on the future exploration work program.

Tanzania
Woodside 70% (non-operator)

In July 2014, an agreement was
finalised with Beach Energy to farm
in to the prospective rift basin of Lake
Tanganyika in western Tanzania. Under
the agreement, Woodside acquired an
initial 70% participating interest in the
Lake Tanganyika South Block and the
respective Production Sharing Agreement
(PSA). The agreement is subject to
required government and regulatory
approvals.

In November, an infill 2D seismic program
commenced to firm up drillable prospects
for possible drilling in future phases of
the PSA. Subsequent to year-end, the 2D
seismic program was completed.
The survey program acquired 1,333 full
fold line km of marine data on the lake
and 116 full fold line km on the land,
including transition zone data.

Outlook

In 2015, we will continue to grow and
high-grade our global exploration portfolio
with an emphasis on emerging petroleum
provinces, while also concentrating on
aggregating positions around our existing
focus areas in Australasia, the Atlantic
margins and Sub-Saharan Africa. We
will execute work programs across our
new acreage portfolio, including seismic
studies and drilling to deliver on our key
strategic objective of finding commercial
oil and gas.

In 2015, drilling activity in Australia will
continue in the Outer Canning permits,
with Anhalt-1 in WA-462-P due to reach
its objective in Q1. The rig will then
mobilise to the Carnarvon Basin to drill
the Pyxis exploration well in the Pluto
Production Licence (WA-34-L) and the
Malaguti (WA-271-P) exploration well in
the Exmouth sub-basin.

Internationally, drilling activities in 2015
will include up to three wells – one in
Cameroon, one in Myanmar, and one in
Republic of Korea. Seismic surveys are
planned in Morocco, Myanmar, New
Zealand, Peru and Tanzania.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATIONOVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

BUSINESS OPPORTUNITIES

We are committed to expanding our global portfolio through premium
developments and securing significant new growth opportunities.

Apache acquisition
In line with the company’s strategy
to grow our portfolio, we entered into
a binding transaction with Apache
Corporation to acquire their Wheatstone
LNG, Balnaves oil and Kitimat LNG
project interests. The acquisition was
made at an aggregate purchase price
of US$2.75 billion, which is a discount
to sunk costs. A closing adjustment for
working capital and net cash flows from
effective date to closing, representing the
estimated subsequent investment in the
acquired assets, primarily Wheatstone
will be incurred.

The acquisition leverages our LNG
operating and marketing, FPSO
operations and subsea capabilities, while
providing increased growth options
and opportunities for synergies with
existing operations. It is a natural fit with
our current portfolio, and will build our
development pipeline and increase our
LNG production profile. The transaction
process followed detailed due diligence
and met our internal investment criteria.

The acquisition has an effective date of
1 July 2014, and is subject to regulatory
approvals, and joint venture participant

consent for the Kitimat LNG project.
Woodside and Apache have commenced
the process of obtaining the necessary
regulatory approvals and joint venture
participant consents, and are targeting
financial close by end Q1 2015. The
transaction will have no material impact
on Woodside’s 2014 financial accounts.

Wheatstone LNG project
Wheatstone is a world-class asset that
delivers material near-term production
and cash flow. The project comprises:

Wheatstone facilities: 8.9 mtpa two-
train LNG development (1.16 mtpa
Woodside share) and a 200 TJ/d
domestic gas plant (26 TJ/d Woodside
share); final investment decision was
taken in 2011, and is 55% complete1,
with first gas expected in late 2016;
approximately 80% of LNG volumes
are under long-term contracts; and

Woodside. It commenced production in
August 2014 through the leased Armada
Claire FPSO.

Kitimat LNG project
Kitimat offers a ground floor entry
position in the most advanced LNG
opportunity in Western Canada.
Woodside will work with Chevron to
finalise transitional and operatorship
arrangements.

The Liard basin holds significant potential.
Our focus over the next 12 months is on
drilling in this basin to underpin an LNG
development, while maintaining our
strong upstream position.

The current development concept
comprises:

downstream infrastructure with initial

capacity of ~10 mtpa2
(5 mtpa Woodside share); and

Julimar-Brunello resource: Woodside
will supply gas from the Julimar-
Brunello fields to Wheatstone.

upstream resource in Horn River
and Liard, covering approximately
320,000 net acres.

Balnaves oil project
Balnaves is a light oil field adjacent to the
Brunello gas field in the Carnarvon basin
and will deliver immediate production to

In the current oil price environment it
is prudent to review our rate of capital
expenditure on Kitimat.

Wheatstone

Balnaves

Kitimat

Project facilities

Julimar-Brunello

Downstream

Horn River and Liard acreage

Carnarvon

Horn River and Liard

13%4

65%3

Gas and liquids capacity

Gas and liquids

65%3

Oil

50%4

Gas capacity

50%3

Gas

Basin

Equity

Product

Note: Reserves and resources of acquired assets will be provided upon transaction close.
1. Source: Chevron Wheatstone Project Update, 30 January 2015.
2. National Energy Board approval for export of 10 mtpa LNG.

3. Woodside operator.
4. Non-operator

Wheatstone LNG, image courtesy of Chevron Australia

WOODSIDE PETROLEUM LTD OPERATING AND FINANCIAL REVIEW

OPERATING AND
FINANCIAL REVIEW

Woodside is assessing the feasibility of constructing an LNG export facility in the Prince Rupert region of British Columbia, Canada.

Canada

United States – Gulf of Mexico

In January 2014, Woodside signed a Sole Proponent Agreement
with the Government of British Columbia to access land at
Grassy Point to undertake feasibility studies for a potential LNG
development.

In May 2014, Woodside sold its 20% non-operated working
interest in the producing Neptune Field – Atwater Valley
(blocks 574, 575 and 618, along with an interest in the
associated tension platform) to W & T Energy.

Woodside is committed to continuing its presence in the
USA and utilising its USA-based infrastructure to provide
technical and asset-management services for other companies
within the Woodside group.

Israel

In May 2014, Woodside advised that it had elected to terminate
the Memorandum of Understanding entered into with the
Leviathan joint venture. We had sought to acquire a 25%
participating interest in each of the 349/Rachel and 350/Amit
petroleum licences located offshore in Israeli waters.

Negotiations between the parties failed to reach a
commercially acceptable outcome that would have allowed
fully-termed agreements to be executed. Our decision not to
proceed highlights our disciplined capital management and
decision making.

The three-year agreement is subject to meeting key milestones
including annual payments, obtaining an export licence and
commencing an environmental assessment process.

During the year, Woodside initiated an assessment of
the economic and technical feasibility of the Grassy Point
opportunity, including geotechnical surveys on the site.
In parallel, we commenced consultation activities with
First Nations, government and community stakeholders.

Woodside initiated the environmental assessment process in
August 2014, following submission of a Project Description to
the British Columbia Environmental Assessment Office. The
proposed Grassy Point LNG development was subsequently
deemed reviewable by the regulator. Woodside continues
to progress the required environmental approvals under this
process, including a multi-round consultation process with
First Nations and other stakeholders.

Subsequent to year end, Woodside was granted a licence from
the National Energy Board to export up to 20 mtpa of natural
gas from the Grassy Point site for a period up to 25 years. The
licence is a key obligation under the Sole Proponent Agreement
and will be effective upon endorsement by the Governor in
Council.

While Woodside has progressed the environmental
assessment process, any decision to proceed with an
LNG development at Grassy Point remains subject to a
variety of internal and external approvals.

BRITISHCOLUMBIAVictoriaEdmontonALBERTASASKATCHEWANYUKONNORTHWEST TERRITORIESCalgaryVancouverPrince GeorgePrince RupertKitimatGrassy PointWOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWGOVERNANCEFINANCIAL REPORTSHAREHOLDER INFORMATIONGOVERNANCE

GoVERnanCE

WOODSIDE PETROLEUM LTD GOVERNANCE

BRITISHCOLUMBIAVictoriaEdmontonALBERTASASKATCHEWANYUKONNORTHWEST TERRITORIESCalgaryVancouverPrince GeorgePrince RupertKitimatGrassy PointOVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

BOARD OF DIRECTORS

a) MICHAEL A CHANEY, AO

b) PETER J COLEMAN

Chairman – BSc, MBA, Hon LLD (UWA),
FAICD

CEO and Managing Director –BEng, MBA,
FATSE

Current directorships/other interests
Director: Australian Unity Limited

(since 2014).

Director since November 2005

Chairman since July 2007
Independent: Yes
Age: 64
Residence: Perth, Australia

Experience
22 years with Wesfarmers Limited,

including Managing Director and CEO
from 1992 to 2005. Three years with
investment bank Australian Industry
Development Corporation (1980 to
1983), and prior to that eight years as
a petroleum geologist working on the
North West Shelf and in the USA and
Indonesia. Previously a non-executive
dire ctor of BHP Billiton Limited (19 95
to 2005) and BHP Billiton Plc (2001
to 2005).

Committee membership
Chair of the Nominations Committee.

Attends other Board committee
meetings.

Current directorships/other interests
Chair: National Australia Bank Limited
(director since 2004) and Gresham
Partners Holdings Limited (director
since 1985).

Director: The Centre for Independent

Studies Ltd (since 2000).

Chancellor: The University of Western

Australia (since 2006).

Member: Prime Minister’s Business
Advisory Council (since 2013) and
Commonwealth Science Council
(since November 2014).

Director since May 2011

Independent: No

Age: 54
Residence: Perth, Australia

Experience
More than 30 years in the global oil

and gas business, including 27 years’
experience with the ExxonMobil
group, culminating as Vice President
Development Company, with
responsibility for leading development
and project work in Asia-Pacific region.
Appointed an Adjunct Professor in
Corporate Strategy by the University
of Western Australia in 2012.

Committee membership
Attends Board committee meetings.

Current directorships/other interests
Chair: Australia-Korea Foundation (since

December 2014).

Member: The University of Western

Australia Business School Board (since
2011), Executive Committee of the
Australia Japan Business Co-operation
Council (since 2011), Australian Institute
of Company Directors, Australia-India
Chief Executive Officers’ (CEO) Forum
and Monash Engineering Foundation.

c) MELINDA A CILENTO
BA, BEc (Hons), MEc
Director since December 2008

Independent: Yes

Age: 49
Residence: Melbourne, Australia

Experience
Significant public and private sector

Co-chair: Reconciliation Australia (Director

since 2010).

Commissioner (part-time): Productivity
Commission (since December 2014).

Member: Advisory Panel of the Australian

Scholarships Foundation, Australian
Securities and Investments Commission
External Advisory Panel (since 2013)
and NAB Advisory Council on Corporate
Responsibility (since 2013).

d) FRANK C COOPER, AO
BCom, FCA
Director since February 2013

Independent: Yes

Age: 59
Residence: Perth, Australia

Experience
More than 35 years’ experience in
corporate tax, specialising in the
mining, energy and utilities sector,
including most recently as a partner of
PricewaterhouseCoopers. Director of
Alinta Infrastructure Limited and Alinta
Funds Management Limited (2005
to 2006).

Committee membership
Chair of the Audit & Risk Committee,
Member of the Human Resources
& Compensation and Nominations
Committees.

Current directorships/other interests
Director: The Fathering Project Pty Ltd
and St John of God Australia Ltd (since
January 2015).

experience in economic policy
development and analysis. Deputy
Chief Executive (2006 to 2010) and
Chief Economist (2002 to 2010) of the
Business Council of Australia. Previously
worked with County Investment
Management (now Invesco) as Head of
Economics, the Department of Treasury
and the International Monetary Fund.

Chair: Insurance Commission of Western
Australia, University of Western Australia
Strategic Resources Committee and West
Australian Football Commission.

Member: Senate of the University of

Western Australia, State Health Research
Advisory Council and State Council of the
Australian Institute of Company Directors.

Committee membership
Member of the Human Resources
& Compensation, Sustainability and
Nominations Committees.

Trustee: St John of God Health Care

(since January 2015).

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

BOARD OF DIRECTORS

e) CHRISTOPHER M HAYNES, OBE
BSc, DPhil, CEng, FIMechE
Director since June 2011

Independent: Yes

Age: 67
Residence: United Kingdom

Experience

38-year career with Shell including as
Executive Vice President, Upstream
Major Projects within Shell’s Projects
and Technology Business, General
Manager of Shell’s operations in
Syria and a secondment as Managing
Director of Nigeria LNG Ltd. From
1999 to 2002 Dr Haynes was
seconded to Woodside as General
Ma nager of the North West Shelf
Venture. Dr Haynes retired from Shell
in August 2011.

Committee membership

Member of the Audit & Risk,
Sustainability & Nominations
Committees .

Current directorships/other interests

Director: WorleyParsons Limited
(since 2012).

f) ANDREW JAMIESON, OBE

FREng, CEng, FIChemE
Director since February 2005

Independent: Yes

Age: 67
Residence: United Kingdom

Experience

Former Executive Vice President Gas
and Projects of Shell Gas and Power
International BV with more than
30 years’ experience with Shell in
Europe, Australia and Africa. From
1997 to 1999 Dr Jamieson was
seconded to Woodside as General
Manager North West Shelf Venture.
Retired from Shell in June 2009.

Committee membership

Chair of the Human Resources &
Compensation Committee, Member
of the Sustainability and Nominations
Committees.

Current directorships/other interests

Committee membership

Chair: Seven Energy International
Limited (Director since 2011).

Director: Hoegh LNG Holdings Ltd
(since 2009) and Velocys PLC
(since 2010).

Non-Executive Director: Hoegh LNG
Partners (since 2014).

g) DAVID I McEVOY
BSc (Physics), Grad Dip (Geophysics)
Director since September 2005

Independent: Yes

Age: 68
Residence: Sydney, Australia

Experience

34-year career with ExxonMobil
involving extensive international
exploration and development
experience.

Committee membership

Chair of the Sustainability Committee,
Member of the Audit & Risk and
Nominations Committees.

Current directorships/other interests
Director: AWE Limited (since 2006).
Directorships of other listed entities
within the past three years: Acer
Energy Limited (2002 to November
2012) and Po Valley Energy Ltd
(2004 to May 2012).

h) SARAH E RYAN

PhD (Petroleum and Geophysics), BSc
(Geophysics) (Hons 1), BSc (Geology)

Director since December 2012

Independent: Yes

Age: 48
Residence: Sunshine Coast, Australia

Experience

More than 20 years’ experience in
the oil and gas industry in various
technical, operational and senior
management positions, including
15 years with Schlumberger Limited.
Currently an energy adviser for
institutional investment firm Earnest
Partners, having previously been
responsible for research and portfolio
management from 2007 until January
2014.

Member of the Audit & Risk,
Sustainability and Nominations
Committees.

Current directorships/other interests
Director: Akastor ASA (since 2011).

i) GENE T TILBROOK
BSc, MBA
Director since December 2014

Independent: Yes

Age: 63
Residence: Perth, Australia

Experience

Broad experience in corporate
strategy, investment and finance.
Senior executive of Wesfarmers
Limited between 1985 and 2009,
including in roles as Executive Director
Finance and Executive Director
Business Development.

Committee membership

Member of the Audit & Risk, Human
Resources & Compensation and
Nominations Committees.

Current directorships/other interests
Director: Aurizon Holdings Limited,
Orica Limited, Fletcher Building
Limited (until Q1 2015), GPT Group
Limited and the Bell Shakespeare
Company.

President: Australian Institute of

Company Directors (Western Australia
division).

Councillor: Curtin University.

NOT PICTURED

ROB COLE
BSc, LLB (Hons)

Mr Rob Cole resigned effective on
26 November 2014 after two years
of service on Woodside’s Board of
Directors as Executive Director.
Mr Cole also resigned as Executive
Vice President Corporate and
Commercial.

WOODSIDE PETROLEUM LTD GOVERNANCE

CORPORATE GOVERNANCE STATEMENT

We believe high standards of governance and transparency
are essential.

1 Corporate governance
at Woodside

Woodside is committed to a high level
of corporate governance and fostering
a culture that values ethical behaviour,
integrity and respect. We believe that
adopting and operating in accordance
with high standards of corporate
governance is essential for sustainable
long-term performance and value
creation.

This statement reports on Woodside’s
key governance principles and practices.
These principles and practices are
reviewed regularly and revised as
appropriate to reflect changes in law and
developments in corporate governance.

Woodside’s Compass is core to our
governance framework. It sets out our
mission, vision and strategic direction and
core values of integrity, respect, working
sustainably, working together, discipline
and excellence. It’s the overarching guide
for everyone who works for Woodside.

Woodside’s corporate governance model
is illustrated below. The Woodside
Management System (WMS) sets out
how Woodside provides management
governance and assurance. It defines
how Woodside will deliver its business
objectives and the boundaries within
which Woodside employees and

contractors are expected to work. The
WMS establishes a common approach to
how we operate, wherever the location.

In March 2014, the ASX Corporate
Governance Council released the third
edition of its Corporate Governance
Principles and Recommendations
(ASXCGC Recommendations), which
Woodside has chosen to early adopt.
Throughout the year, Woodside
continued the corporate governance
practices disclosed in our 2013
Corporate Governance Statement (which
complied with the second edition of
the ASXCGC Recommendations) and,
where appropriate, has updated its
arrangements and reporting to reflect the
new ASXCGC Recommendations.

Information on Woodside’s
governance framework is also
provided in the corporate governance
section of Woodside’s website.

The website contains copies of Board and
committee charters and copies of many
of the policies and documents mentioned
in this Statement. The website is updated
regularly to ensure it reflects Woodside’s
most current corporate governance
information.

2 Board of directors

2.1 Board role and responsibilities

The Constitution provides that the
business and affairs of the company
are to be managed by or under the
direction of the Board. The Board
has approved a formal Board Charter
which details the Board’s role, powers,
duties and functions. Other than as
specifically reserved to the Board
in the Board Charter, responsibility
for the management of Woodside’s
business activities is delegated to the
Chief Executive Officer (CEO) who is
accountable to the Board. The Board
Charter and the delegation of Board
authority to the CEO are reviewed
regularly.

The central role of the Board is to set the
company’s strategic direction, to select
and appoint a CEO and to oversee the
company’s management and business
activities.

In addition to matters required by law to
be approved by the Board, the following
powers are reserved to the Board for
decision:

the appointment and removal of the
CEO, any other executive directors
and the Company Secretary and
determination of their remuneration
and conditions of service;

Shareholders

Board

n
o
i
t
a
g
e
e
D

A
c
c
o
u
n
t
a
b

i
l
i
t
y

Audit & Risk
Committee

Human Resources
& Compensation
Committee

Chief Executive Officer

Nominations
Committee

Sustainability
Committee

Independent
Assurance

External
Auditors

Internal
Audit

Major Project
Assurance Checks

Management Governance and Assurance

Strategy

Risk
Management

Mission
Vision
Values
Policies

Management Standards

Authorities
Framework

Operating
Structure

Management Review
and Improvement

Operating Standards

Management
Committees

Woodside Management System

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn approving senior management

succession plans and significant
changes to organisational structure;

authorising the issue of shares,

options, equity instruments or other
securities;

authorising borrowings, other than
in the ordinary course of business,
and the granting of security over the
undertaking of the company or any of
its assets;

authorising expenditures which exceed
the CEO’s delegated authority levels;

approving strategic plans and budgets;

approving the acquisition,

establishment, disposal or cessation
of any significant business of the
company;

approving dividends;

approving annual and half-year reports
and disclosures to the market that
contain or relate to financial projections,
statements as to future financial
performance or changes to the policy
or strategy of the company;

approving policies of company-wide or

general application;

appointing the Chairman of the Board;

the appointment of directors who will
come before shareholders for election

at the next annual general meeting
(AGM); and

establishing procedures which ensure

that the Board is in a position to
exercise its powers and to discharge its
responsibilities as set out in the Board
Charter.

A copy of the Board Charter is
available in the corporate governance
section of Woodside’s website.

the role of the Chairman and the

CEO should not be filled by the same
person;

the CEO should be a full-time
employee of the company;

the majority of the Board should

comprise directors who are both non-
executive and independent;

the Board should represent a broad
range of qualifications, diversity,
experience and expertise considered of
benefit to the company; and

2.2 Board composition

the number of Shell-nominated

The Board is comprised of eight
non-executive directors and the CEO.
Details of the directors, including their
qualifications, experience, date of
appointment and independent status, are
set out in Table 1. Detailed biographies
are available on 46 and 47 .

The Board and its committees actively
seek to ensure that the Board continues
to have the right balance of skills,
knowledge, experience and diversity
necessary to direct the company in
accordance with high standards of
corporate governance. In assessing the
composition of the Board, the directors
have regard to the following principles:

the Chairman should be non-executive

and independent;

directors, as a proportion of the Board,
should normally be in the proportion
that Shell’s holding of fully paid ordinary
shares in the company bears to all of
the issued fully paid ordinary shares in
the company.

The directors on the Board collectively
have a combination of skills and
experience in the competencies set out
in Table 2. These competencies are set
out in the skills matrix that the Board
uses to assess the skills and experience
of each director and the combined
capabilities of the Board.

Section 2.6 on Board succession
planning provides further information on
the mix of skills and diversity the Board
seeks to achieve in membership of
the Board.

Status
(Independent or Executive)

Table 1 – Details of directors

Name of director

Term in office

Qualifications

M Chaney (Chairman)

Director since November 2005
Chairman since July 2007

BSc, MBA, Hon LLD (UWA), FAICD

Independent

P Coleman (CEO and
Managing Director)

Director since May 2011

BEng, MBA

Director since December 2008

BA, BEc (Hons), MEc

Director since February 2013

BCom, FCA

Director since June 2011

BSc, DPhil, CEng, FIMechE

Director since February 2005

F.R.Eng., C.Eng., F. Inst Chem E

Independent

Director since September 2005

BSc (Physics), Grad Dip (Geophysics)

Independent

Director since December 2012

PhD (Petroleum and Geophysics), BSc
(Geophysics) (Hons 1), BSc (Geology)

Independent

Executive

Independent

M Cilento

F Cooper

C Haynes

A Jamieson

D McEvoy

S Ryan

G Tilbrook

Director since December 2014

BSc, MBA

Independent

Table 2 – Areas of competence and skills of the Board of directors

Area

Competence

Leadership

Business Leadership, Public Listed Company Experience

Business and Finance

Accounting, Audit, Business Strategy, Competitive Business Analysis, Corporate Financing, Financial
Literacy, Gas/LNG Marketing, Legal, Mergers & Acquisitions, Petroleum Agreements / Fiscal Terms,
Risk Management, Tax – Petroleum

Sustainability and
Stakeholder Management

Community Relations, Corporate Governance, Environmental Issues, Government Affairs, Health &
Safety, Human Resources, Industrial Relations, Remuneration

Technical

International

Oil & Gas Technology, Petroleum Exploration, Petroleum Development, Petroleum Production Operations

International Exploration and Production

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEThe Board considers that collectively
the directors have the range of skills,
knowledge and experience necessary
to direct the company. The non-
executive directors contribute operational
and international experience, an
understanding of the industry in which
Woodside operates, knowledge of
financial markets and an understanding
of the health, safety, environmental and
community matters that are important
to the company. The CEO brings an
additional perspective to the Board
through a thorough understanding of
Woodside’s business.

The directors on the Board represent
a diverse range of nationalities and
backgrounds. There are two women on
the Board. The Board recognises that
there is a gender imbalance, and that
opportunities exist to address this upon
future retirements of non-executive
directors. The Board has adopted an
objective of having at least 30% female
representation on the Board by 2016.

The Constitution provides that the
company is not to have more than 12,
nor less than three, directors.

2.3 Chairman

The Chairman of the Board, Mr Michael
Chaney, is an independent, non-executive
director and a resident Australian citizen.

The Chairman is responsible for
leadership and effective performance
of the Board and for the maintenance
of relations between directors and
management that are open, cordial and
conducive to productive cooperation. The
Chairman’s responsibilities are set out in
more detail in the Board Charter.

A copy of the Board Charter is
available in the corporate governance
section of Woodside’s website.

Mr Chaney is also chairman of National
Australia Bank Limited (NAB). The Board
considers that neither his chairmanship of
NAB, nor any of his other commitments
(listed on 46 ), interfere with the discharge
of his duties to the company. The Board
is satisfied that Mr Chaney commits the
time necessary to discharge his
role effectively.

2.4 Director independence

The independence of a director is
assessed in accordance with Woodside’s
Policy on Independence of Directors.

A copy of the Policy on
Independence of Directors is
available in the corporate governance
section of Woodside’s website.

In accordance with the policy, the Board
assesses independence with reference
to whether a director is non-executive,
not a member of management and
who is free of any business or other
relationship that could materially interfere
with, or could reasonably be perceived to
materially interfere with, the independent
exercise of their judgement.

In making this assessment, the
Board considers all relevant facts and
circumstances. Relationships that the
Board will take into consideration when
assessing independence are whether
a director:

is a substantial shareholder of the

company or an officer of, or otherwise
associated directly with, a substantial
shareholder of the company;

is employed, or has previously been
employed in an executive capacity
by the company or another Group
member, and there has not been a
period of at least three years between
ceasing such employment and serving
on the Board;

is, or has within the last three years
been, a partner, director or senior
employee of a material professional
adviser to the company or another
Group member;

is, or has been within the last

three years, in a material business
relationship with the company or
another Group member, or an officer
of, or otherwise associated with,
someone with such a relationship;

has a material contractual relationship
with the company or another Group
member other than as a director;

has close family ties with any person
who falls within any of the categories
described above; or

has been a director of the company
for such a period that his or her
independence may have been
compromised.

The test of whether a relationship or
business is material is based on the
nature of the relationship or business
and on the circumstances and activities
of the director. Materiality is considered
from the perspective of the company
and its Group members, the persons or
organisations with which the director has
an affiliation and from the perspective
of the director. To assist in assessing
the materiality of a supplier or customer
the Board has adopted the following
materiality thresholds:

a material customer is a customer of
Woodside which accounts for more
than 2% of Woodside’s consolidated
gross revenue; and

a supplier is material if Woodside
accounts for more than 2% of the
supplier’s consolidated gross revenue.

The Board reviews the independence of
directors before they are appointed, on an
annual basis and at any other time where
the circumstances of a director change
such as to require reassessment. The
Board has reviewed the independence
of each of the directors in office at the
date of this report and has determined
that eight of the nine directors are
independent. Mr Peter Coleman is not
considered independent as he is an
executive director and a member of
management.

Dr Christopher Haynes and Dr Andrew
Jamieson were nominated to the
Woodside Board by Shell and were both
previously executives of Shell. Dr Haynes
and Dr Jamieson retired from Shell
on 31 August 2011 and 30 June 2009
respectively and continue to serve on the
Woodside Board.

The Board is satisfied that Dr Haynes
and Dr Jamieson have no continuing
association with Shell that would
interfere with their independent exercise
of judgement, and that each is an
independent director.

Dr Haynes serves on the board of
directors of WorleyParsons Limited,
a supplier of engineering services to
Woodside. The value of services provided
by the WorleyParsons Limited group of
companies to Woodside in 2014 was
under the Board’s materiality threshold
relating to suppliers. The Board, having
regard to the nature and value of the
commercial relationship between
Woodside and WorleyParsons Limited,
is satisfied that Dr Haynes remains
independent. Where a matter involving
WorleyParsons Limited comes before the
Board, the Directors’ Conflict of Interest
Guidelines apply (refer section 2.5).

Certain non-executive directors hold
directorships or executive positions in
companies with which Woodside has
commercial relationships. Details of other
directorships and executive positions held
by non-executive directors are set out on
46 and 47 .

Four of the non-executive directors have
been employed by Woodside in the
past and a significant period of time has
elapsed since they ceased employment.
Dr Haynes and Dr Jamieson were both
seconded to Woodside as General
Manager of the North West Shelf
Venture from 1999 to 2002 and from
1997 to 1999 respectively. Dr Ryan was
employed by Woodside as a member
of the North West Shelf petroleum
production team from 1993 to 1996.
Mr Chaney was employed by Woodside
as a petroleum geologist in the 1970s.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnThe independent status of directors
standing for election or re-election is
identified in the notice of AGM. If the
Board’s assessment of a director’s
independence changes, the change is
disclosed to the market.

2.5 Conflicts of interest

The Board has approved Directors’
Conflict of Interest Guidelines which
apply if there is, or may be, a conflict
between the personal interests of a
director, or the duties a director owes
to another company, and the duties the
director owes to Woodside. Directors
are required to disclose circumstances
that may affect, or be perceived to affect,
their ability to exercise independent
judgement so that the Board can assess
independence on a regular basis.

A director with an actual or potential
conflict of interest in relation to a matter
before the Board does not receive the
Board papers relating to that matter and
when the matter comes before the Board
for discussion, the director withdraws
from the meeting for the period the
matter is considered and takes no part
in the discussions or decision-making
process.

Minutes reporting on matters in which a
director is considered to have a conflict
of interest are not provided to that
director. However, the director is given
notice of the broad nature of the matter
for discussion and is updated in general
terms on the progress of the matter.

2.6 Board succession planning

The Board manages its succession
planning with the assistance of the
Nominations Committee. The committee
annually reviews the size, composition
and diversity of the Board and the mix of
existing and desired competencies across
members and reports its conclusions
to the Board. In conducting the review,
the skills matrix referred to in section
2.2 is used to enable the committee to
assess the skills and experience of each
director and the combined capabilities of
the Board. The results of this review are
considered in the context of Woodside’s
operations and strategy. Where the
committee identifies existing or projected
competency gaps, it recommends
a succession plan to the Board that
addresses those gaps. The Board does
not currently consider that there are any
existing or projected competency gaps.

Recognising the importance of Board
renewal, the committee takes each
director’s tenure into consideration in its
succession planning. As a general rule,
a director would not usually be expected
to nominate for re-election once he or
she has served ten years on the Board.

Exceptions to this principle may be made
where the Nominations Committee
considers that an individual director
brings special skills to the Board which
are difficult to replace at the time and
the Board has assessed the director as
remaining independent.

The Nominations Committee is
responsible for evaluating Board
candidates and recommending
individuals for appointment to the Board.
The committee evaluates prospective
candidates against a range of criteria
including the skills, experience, expertise
and diversity that will best complement
Board effectiveness at the time. The
Board may engage an independent
recruitment firm to undertake a search
for suitable candidates.

In its evaluation of candidates for the
Board, the Nominations Committee
will have regard to normally accepted
nomination criteria, including:

honesty and integrity;

the ability to exercise sound business

judgement;

appropriate experience and
professional qualifications;

absence of conflicts of interest or

other legal impediments to serving
on the Board;

willingness to devote the required

time; and

availability to attend Board and

committee meetings.

In considering overall Board balance, the
Nominations Committee will give due
consideration to the value of a diversity
of backgrounds and experiences among
the members, and to having some of
the directors based in the centres of
operation of Woodside.

With the exception of the Managing
Director, directors appointed by the Board
are subject to shareholder election at the
next AGM.

Woodside undertakes appropriate
background and screening checks prior
to nominating a director for election
by shareholders, and provides to
shareholders all material information in
its possession concerning the director
standing for election or re-election in the
explanatory notes accompanying the
notice of meeting.

A copy of the Nominations
Committee Charter and a description
of Woodside’s procedure for the
selection and appointment of new
directors and the re-election of
incumbent directors are available in
the corporate governance section of
Woodside’s website.

During 2014, the Board conducted an
extensive search for suitable candidates
for the Board. The search culminated
in the appointment by the Board of
Mr Gene Tilbrook with effect on
4 December 2014.

Mr Rob Cole resigned as an executive
director with effect on 26 November 2014.

2.7 Directors’ retirement and
re-election

With the exception of the Managing
Director, directors must retire at the third
AGM following their election or most
recent re-election. At least one director
must stand for election at each AGM.
Any director appointed to fill a casual
vacancy since the date of the previous
AGM must submit themselves to
shareholders for election at the
next AGM.

Board support for a director’s re-election
is not automatic and is subject to
satisfactory director performance
(in accordance with the evaluation
process described in section 2.9).

2.8 Directors’ appointment, induction
training and continuing education

All new non-executive directors are
required to sign and return a letter
of appointment which sets out the
key terms and conditions of their
appointment, including duties, rights and
responsibilities, the time commitment
envisaged and the Board’s expectations
regarding their involvement with
committee work. Executive directors and
senior executives enter into employment
agreements which govern the terms of
their employment.

Induction training is provided to all new
directors. It includes a comprehensive
induction manual, discussions with
the CEO and senior executives and
the option to visit Woodside’s principal
operations either upon appointment
or with the Board during its next site
tour. The induction materials and
discussions include information on
Woodside’s strategy, culture and values;
key corporate and Board policies; the
company’s financial, operational and risk
management position; the rights and
responsibilities of directors; and the role
of the Board and its committees and
meeting arrangements.

All directors are expected to maintain
the skills required to discharge their
obligations to the company. Woodside
provides professional development
opportunities for directors to develop
and maintain the skills and knowledge
needed to perform their role as directors
effectively. Directors attend continuing
professional education sessions including
industry seminars and approved

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEeducation courses which are paid for
by the company, where appropriate. In
addition, the company provides the Board
with regular educational information
papers and presentations on industry-
related matters and new developments
with the potential to affect Woodside.

2.9 Board performance evaluation

The Nominations Committee is
responsible for determining the process
for evaluating Board performance.
Evaluations are conducted annually and
have produced improvements in Board
processes and overall efficiency.

The Board performance evaluation
process is conducted by way of
questionnaires appropriate in scope and
content to effectively review:

the performance of the Board and
each of its committees against the
requirements of their respective
charters; and

the individual performance of the

Chairman and each director.

The questionnaires are completed by
each director and the responses compiled
by an external consultant. The reports on
Board and committee performance are
provided to all directors and discussed by
the Board.

The report on the Chairman’s performance
is provided to the Chairman and two
committee chairmen for discussion.

The report on each individual director
is provided to the individual and copied
to the Chairman. The Chairman meets
individually with each director to discuss
the findings of their report.

The performance of each director retiring
at the next AGM is taken into account by
the Board in determining whether or not
the Board should support the re-election
of the director.

The Human Resources & Compensation
Committee reviews and makes
recommendations to the Board on the
criteria for the evaluation of the
performance of the CEO. The Board
conducts the evaluation of the
performance of the CEO.

The Remuneration Report on pages 64
to 77 discloses the process for evaluating
the performance of senior executives,
including the CEO. In 2014, performance
evaluations for the Board, its committees,
directors and senior executives took place
in accordance with the process disclosed
above and in the Remuneration Report.

2.10 Board access to information and
independent advice

Subject to the Directors’ Conflict
of Interest Guidelines referred to in
section 2.5, directors have direct access

to members of company management
and to company information in the
possession of management.

The Board has agreed a procedure under
which directors are entitled to obtain
independent legal, accounting or other
professional advice at the company’s
expense. Directors are entitled to
reimbursement of all reasonable costs
where a request for such advice is
approved by the Chairman. In the case
of a request made by the Chairman,
approval is required by a majority of the
non-executive directors.

2.11 Directors’ remuneration

Details of remuneration paid to directors
(executive and non-executive) are set out
in the Remuneration Report on pages
64 to 78 . The Remuneration Report also
contains information on the company’s
policy for determining the nature and
amount of remuneration for directors and
senior executives and the relationship
between the policy and company
performance.

Shareholders will be invited to consider
and approve the Remuneration Report at
the 2015 AGM.

2.12 Board meetings

During the year ended 31 December
2014, the Board held seven Board
meetings. In addition, a strategic planning
session was held in conjunction with
the April Board meeting. A number of
directors also made site visits during the
year. Details of directors’ attendance at
Board meetings are set out in Table 3
on 55 .

The Chairman, in conjunction with
the CEO and the Company Secretary,
sets the agenda for each meeting. Any
director may request matters be included
on the agenda.

Typically at Board meetings the agenda
will include:

minutes of the previous meeting and

matters arising;

the CEO’s report;

the CFO’s report;

reports on major projects and current

issues;

specific business proposals;

reports from the chairs of the

committees on matters considered at
committee meetings; and

minutes of previous committee

meetings.

The Board works to an annual agenda
encompassing periodic reviews of
Woodside’s operating business units and
site visits; approval of strategy, business
plans, budgets and financial statements;
and review of statutory obligations and

other responsibilities identified in the
Board Charter.

The CFO and the Company Secretary
attend meetings of the Board by
invitation. Other members of senior
management attend Board meetings
when a matter under their area of
responsibility is being considered or as
otherwise requested by the Board.

At each scheduled Board meeting there
is a session for non-executive directors to
meet without management present. This
session is led by the Chairman.

Copies of Board papers are circulated
in advance of the meetings in either
electronic or hard copy form. Directors
are entitled to request additional
information where they consider further
information is necessary to support
informed decision-making.

2.13 Company secretaries

Details of the Company Secretaries
are set out on 62 in the Directors’
Report. The appointment and removal
of a Company Secretary is a matter for
decision by the Board. The Company
Secretaries are responsible for ensuring
that Board procedures are complied
with and that governance matters are
addressed. All directors have direct
access to the Company Secretaries who
are accountable directly to the Board,
through the Chairman, on all matters
to do with the proper functioning of
the Board.

3 Committees of the Board

3.1 Board committees, membership
and charters

The Board has the ability under the
company’s constitution to delegate
its powers and responsibilities to
committees of the Board. This allows the
directors to spend additional and more
focused time on specific issues.

The Board has four standing committees
to assist in the discharge of its
responsibilities. These are the:

Audit & Risk Committee;

Nominations Committee;

Human Resources & Compensation

Committee; and

Sustainability Committee.

The committees operate principally in
a review or advisory capacity, except
in cases where powers are specifically
conferred on a committee by the Board.

Each committee has a charter, detailing
its role, duties and membership
requirements. The committee charters
are reviewed regularly and updated as
required. Prior to the commencement
of each year, the committees set an
annual agenda for the coming year with

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnreference to the committee charters and
other issues the committee members
or Board consider appropriate for
consideration by the committees.

Each committee’s charter is available
in the corporate governance section
of Woodside’s website.

Membership of the committees is based
on directors’ qualifications, skills and
experience. Each standing committee is
comprised of:

only non-executive directors;

at least three members, the majority of

whom are independent; and

a chairman appointed by the Board
who is one of the independent
non-executive directors.

The Audit & Risk Committee and the
Human Resources & Compensation
Committee have additional membership
requirements which are discussed in
sections 3.2 and 3.4.

The composition of each committee and
details of the attendance of members at
meetings held during the year are set out
in Table 3 on 55 .

All directors are entitled to attend
meetings of the standing committees.
Papers considered by the standing
committees are also available to all
directors who are not on that committee.
Minutes of the standing committee
meetings are provided to all directors
and the proceedings of each meeting
are reported by the chairman of the
committee at the next Board meeting.

Each committee is entitled to seek
information from any employee of the
company and to obtain any professional
advice it requires in order to perform
its duties.

Each standing committee participates in
a regular review of its performance and
effectiveness. As a result of the 2014
review, the Board is satisfied that the
committees have performed effectively
with reference to their charters.

Ad hoc committees are convened to
consider matters of special importance
or to exercise the delegated authority of
the Board.

3.2 Audit & Risk Committee

The role of the Audit & Risk Committee
is to assist the Board to meet its
oversight responsibilities in relation
to the company’s financial reporting,
compliance with legal and regulatory
requirements, internal control structure,
risk management procedures and the
internal and external audit functions.

The Audit & Risk Committee’s
charter, which sets out further
details on the role and duties of
the committee, is available in the
corporate governance section of
Woodside’s website.

It is intended that the members of
the Audit & Risk Committee between
them should have the accounting and
financial expertise, and a sufficient
understanding of the industry in which
Woodside operates, to be able to
effectively discharge the committee’s
responsibilities.

The chairman of the Audit & Risk
Committee cannot be the Chairman of
the company.

Members of the Audit & Risk Committee
are identified in Table 3 on 55 which sets
out their attendance at meetings. Their
qualifications are listed on 46 and 47 .

Key activities undertaken by the Audit &
Risk Committee during the year included:

monitoring developments in

accounting, financial reporting and
taxation relevant to Woodside;

approval of the scope, plan and fees for

the 2014 external audit;

reviewing the independence and

performance of the external auditor;

reviewing significant accounting

policies and practices;

reviewing Internal Audit reports and

approval of the 2015 Internal Audit plan;

reviewing the Group’s key risks and
risk management framework and
confirming that the framework
was sound;

reviewing reports from management
on the effectiveness of the Group’s
management of its material
business risks;

monitoring matters arising under
the Code of Conduct and the
Whistleblower Policy;

reviewing and making

recommendations to the Board on
amendments to the committee’s
charter; and

reviewing and making

recommendations to the Board for the
adoption of the Group’s half-year and
annual financial statements.

The external auditors, the Chairman,
the CEO, the CFO, the Group Financial
Controller, the head of Internal Audit, the
head of Risk and Compliance and the
head of Taxation are regular attendees
at Audit & Risk Committee meetings.
At each committee meeting, time is
scheduled for the committee to meet

without management present, and to
meet with the external auditors without
management present.

The committee meets at least semi-
annually with Woodside’s internal
auditors without management present.

3.3 Nominations Committee

The role of the Nominations Committee
is to assist the Board to review Board
composition, performance and
succession planning. This includes
identifying, evaluating and recommending
candidates for the Board.

The Nominations Committee’s
charter, which sets out further
details on the role and duties of
the committee, is available in the
corporate governance section of
Woodside’s website.

All non-executive directors are
currently members of the Nominations
Committee.

Table 3 on 55 sets out their attendance
at committee meetings.

Key activities undertaken by the
Nominations Committee during the
year included:

review of the size and composition of

the Board;

Board succession planning;

making recommendations to the Board

regarding the directors seeking
re-election at the 2015 AGM; and

approval of the process for the annual

Board performance evaluation.

3.4 Human Resources &
Compensation Committee

The role of the Human Resources &
Compensation Committee is to assist the
Board in establishing human resources
and compensation policies and
practices which:
enable the company to attract, retain
and motivate employees who achieve
operational excellence and create value
for shareholders; and

reward employees fairly and

responsibly, having regard to the
results of the Group, individual
performance and general
remuneration conditions.

The Human Resources &
Compensation Committee’s charter,
which sets out further details on the
role and duties of the committee, is
available in the corporate governance
section of Woodside’s website.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEconsultants from Woodside’s
management, including the process for
the selection of consultants and their
terms of engagement. Remuneration
consultants are engaged by, and report
directly to, the committee. Further
information on the activities of the
Human Resources & Compensation
Committee in relation to the use of
remuneration consultants during 2014
is provided in the Remuneration Report
on 71 .

The Chairman, the CEO and the head
of the Human Resources function
are regular attendees at the Human
Resources & Compensation Committee
meetings. The CEO was not present
during any committee or Board agenda
item where his remuneration was
considered or discussed.

3.5 Sustainability Committee

The role of the Sustainability Committee
is to assist the Board to meet its
oversight responsibilities in relation to the
company’s sustainability policies
and practices.

The Sustainability Committee’s
charter, which sets out further
details on the role and duties of
the committee, is available in the
corporate governance section of
Woodside’s website.

Members of the Sustainability
Committee are identified in Table 3
on 55 which sets out their attendance
at meetings.

Key activities undertaken by the
Sustainability Committee during the
year included:

review of the Group’s environmental,
health, safety and process safety
performance, incidents and
improvement plans;

consideration of heritage and land

access matters affecting the company;

consideration of security and

emergency management performance;

review of delivery against Woodside’s

Reconciliation Action Plan
commitments;

review of community relations

activities and social investment themes
and planned expenditure;

reviewing and making

recommendations to the Board on the
Health, Safety & Environment Policy,
Indigenous Communities Policy and
Sustainable Communities Policy; and

approval of the annual Sustainable

Development Report.

Further information on the activities
of the Sustainability Committee
will be provided in the Sustainable
Development Report to be released
in March 2015, which will be
made available in the sustainable
development section of Woodside’s
website.

The Chairman, the CEO, the Chief
Operating Officer and the head of
the Health, Safety, Environment and
Quality function are regular attendees at
Sustainability Committee meetings.

4 Shareholders

4.1 Shareholder communication

Directors recognise that shareholders,
as the ultimate owners of the company,
are entitled to receive timely and relevant
high quality information about their
investment. Similarly, prospective new
investors are entitled to be able to make
informed investment decisions when
considering the purchase of shares.
Woodside has an investor relations
program to facilitate effective two-way
communication with investors.

Woodside’s Continuous Disclosure
and Market Communications Policy
encourages effective communication
with the company’s shareholders
by requiring:

the disclosure of full and timely

information about Woodside’s activities
in accordance with the disclosure
requirements contained in the ASX
Listing Rules and the Corporations Act;

all information released to the market
to be placed on Woodside’s website
promptly following release;

the company’s market announcements

to be maintained on Woodside’s
website for at least three years; and

that all disclosures, including notices
of meetings and other shareholder
communications, are drafted clearly
and concisely.

A copy of the Continuous Disclosure
and Market Communications
Policy is available in the corporate
governance section of Woodside’s
website.

Briefings on the financial results,
and other briefings with institutional
investors and analysts containing material
information not previously released to the
market, are webcast and made available
on Woodside’s website.

The committee’s charter requires at least
one member to have been a director of
Woodside for not less than three years
and states that it is desirable that at least
one member has an understanding of
remuneration policies and practices.

Members of the Human Resources &
Compensation Committee are identified
in Table 3 on 55 which sets out their
attendance at meetings.

Key activities undertaken by the Human
Resources & Compensation Committee
during the year included:

monitoring legislative and corporate

governance developments in relation to
employment and remuneration matters
relevant to Woodside;

reviewing the company’s remuneration
policies and practices, approving the
use of remuneration consultants to
provide recommendations in respect
of the remuneration of Woodside’s
key management personnel and
considering advice on the remuneration
of Woodside’s key management
personnel;

reviewing the company’s recruitment

and retention strategies;

approval of the appointment and

remuneration packages of executives
reporting directly to the CEO;

monitoring progress against

measurable objectives in respect of
gender diversity; and

reviewing and making

recommendations to the Board on:

remuneration for non-executive

directors;

the remuneration of the CEO;

the criteria for the evaluation of the

performance of the CEO;

incentives payable to the CEO;

employee-equity based plans; and

the annual Remuneration Report.

Review of the 2014 performance of the
CEO and executive succession planning
was conducted by the Board.

The Human Resources & Compensation
Committee assists the Board to
ensure that Woodside’s remuneration
arrangements are equitable and
consistent with the delivery of superior
performance that is aligned to the
creation of value for shareholders. To
ensure it is fully informed when making
remuneration decisions, the committee
draws on services from a range of
external sources, including remuneration
consultants where appropriate.

Woodside’s guidelines on the use
of remuneration consultants set
out requirements to ensure the
independence of remuneration

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnShareholders are notified in advance of
the date of investor briefing webcasts.
Presentation material from briefings or
speeches containing material information
not previously released is disclosed to
the market via ASX and posted to the
website. Transcripts of material briefings
are provided to the market via ASX and
posted to the website shortly following
the briefing.

The company produces a short form
annual and half-year shareholder review.
The Annual Report, the Sustainable
Development Report and the short form
shareholder reviews are available on the
company’s website, or shareholders can
elect to receive hard copies. Shareholders
can elect to receive email notification
when these reports are posted to the
website. Shareholders can also receive
email notification of Woodside’s ASX
announcements and media releases.

Any person wishing to receive
email alerts of significant market
announcements can subscribe
through Woodside’s website.

Woodside encourages direct electronic
contact from shareholders – Woodside’s
website has a “Contact Us” section
which allows shareholders to submit
an electronic form with questions
or comments directly, as well as a
“Shareholder Services” section which,
among other things, clearly sets out

the email address for Woodside’s
share registry, Computershare, so that
Computershare can be contacted directly.

The company recognises the importance
of shareholder participation in general
meetings and supports and encourages
that participation. The company has direct
voting arrangements in place, allowing
shareholders unable to attend the AGM
to vote on resolutions without having
to appoint someone else as a proxy.
Shareholders are also able to register
their voting instructions electronically.

The company’s AGM is webcast live and
is archived for viewing on Woodside’s
website. The company also makes
available podcasts of the AGM. Copies
of the addresses by the Chairman and
the CEO are disclosed to the market
and posted to the company’s website.
The outcome of voting on the items of
business are disclosed to the market and
posted to the company’s website after
the AGM.

All of Woodside’s directors attended the
company’s 2014 AGM and are expected
to attend the 2015 AGM.

The company’s external auditor
attends the company’s AGM to answer
shareholder questions about the conduct
of the audit, the preparation and content
of the audit report, the accounting
policies adopted by the company and the
independence of the auditor in relation to
the conduct of the audit.

4.2 Continuous disclosure and market
communications

Woodside is committed to ensuring that
shareholders and the market are provided
with full and timely information and that
all stakeholders have equal opportunities
to receive externally available information
issued by Woodside.

A Disclosure Committee manages
compliance with market disclosure
obligations and is responsible for
implementing and monitoring reporting
processes and controls and setting
guidelines for the release of information.

The Disclosure Committee is comprised
of senior executives. The Disclosure
Committee reports at least annually
to the Board on the performance of
Woodside’s reporting processes and
controls. Continuous disclosure matters
are considered at each Board meeting.

The Board approves any announcement
relating to the annual and half year
financial reports and any other
information for disclosure to the market
that contains or relates to financial
projections, statements as to future
financial performance or changes to the
policy or strategy of the company (taken
as a whole).

Woodside’s Continuous Disclosure
and Market Communications
Policy, referred to in section 4.1,
and associated guidelines reinforce
Woodside’s commitment to continuous
disclosure and outline management’s
accountabilities and the processes to be
followed for ensuring compliance.

Table 3 – Directors in office, committee membership and directors’ attendance at meetings during 2014.

Director

Board

Audit & Risk
Committee

Human Resources
& Compensation
Committee

Sustainability
Committee

Nominations
Committee

1, 2 Held

Attended

Held

Attended

Held

Attended

Held

Attended

Held

Attended

Executive directors
P Coleman
R Cole3
Non-executive directors
M Chaney
M Cilento
F Cooper
C Haynes
A Jamieson
D McEvoy
S Ryan
G Tilbrook4

Legend:

Current Chairman
Current member
Prior member

7
6

7
7
7
7
7
7
7
1

7
6

7
7
7
7
7
7
7
1

6
5

6
5
6
6
6
5
6
1

5
5

5
4

4
5
5
5
5
3
4
1

6
5

5
6
5
6
6
5
6
1

2
1

2
2
2
2
2
2
2
1

6
6
6
6

6
6

6
6
1

Notes:
1

‘Held’ indicates the number of meetings held during the period of each director’s tenure. Where a director is not a member but
attended meetings during the period, then only the number of meetings attended, rather than held, is shown.
‘Attended’ indicates the number of meetings attended by each director.

2
3 Mr Cole retired as a director with effect on 26 November 2014.
4 Mr Tilbrook was appointed a director on 4 December 2014.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEThe policy also describes Woodside’s
guiding principles for market
communications. Each Woodside
employee is required to ensure potentially
price-sensitive information concerning
Woodside is assessed with reference to
the Continuous Disclosure and Market
Communications Policy and associated
guidelines as soon as the employee
becomes aware of the information.

A copy of the Continuous Disclosure
and Market Communications
Policy is available in the corporate
governance section of Woodside’s
website.

5 Promoting responsible and
ethical behaviour

5.1 Woodside Compass, Code of
Conduct, Anti-Bribery and Corruption
Policy (ABC Policy) and Whistleblower
Policy

Woodside’s Compass sets out the
company’s core values of integrity,
respect, working sustainably, working
together, discipline and excellence.
Everyone who works for Woodside
is expected to behave in a manner
consistent with the values.

The Compass is promoted through many
communication channels, including
posters, intranet campaigns, booklets and
key messaging, to maintain its visibility
and encourage self-reflection. Behaviour
and conduct is formally assessed with
respect to the Compass values during
performance reviews for each employee.

Woodside has a Code of Conduct and
an ABC Policy which outline Woodside’s
commitment to appropriate and ethical
corporate practices. The Code of Conduct
and the ABC Policy cover matters such
as compliance with laws and regulations,
responsibilities to shareholders and
the community, sound employment
practices, confidentiality, privacy,
conflicts of interest, giving and accepting
business courtesies and the protection
and proper use of Woodside’s assets.

The Woodside Compass, Code of
Conduct and ABC Policy are available
in the corporate governance section
of Woodside’s website.

All directors, officers and employees
are required to comply with the Code of
Conduct and the ABC Policy. Managers
are expected to take reasonable steps
to ensure that employees, contractors,
consultants, agents and partners under
their supervision are aware of the
Code and the ABC Policy to foster an
environment that encourages ethical
behaviour and compliance with the
Code and the ABC Policy. Directors and

employees are required to complete
online Code of Conduct training upon
appointment and thereafter annually.

Failure to comply with the Code of
Conduct and the ABC Policy is a serious
breach of Woodside’s policy and will
be investigated. Breaches may result
in disciplinary action ranging from a
formal warning through to termination of
employment. All breaches are required to
be recorded.

The Sustainable Development
Report, which will be released in
March 2015 and made available in
the sustainable development section
of Woodside’s website, provides
further information on the Woodside
Compass, Code of Conduct and
ABC Policy.

Directors and all employees are required
to provide annual certification of their
compliance with the Code of Conduct
and the Securities Dealing Policy. In
addition, all executives and key finance
managers complete a questionnaire
from the directors on a half-yearly basis
which includes questions on compliance
by the managers and all employees
and contractors within their area of
responsibility with the Code of Conduct,
the Securities Dealing Policy, the
Whistleblower Policy and the Continuous
Disclosure and Market Communications
Policy. The responses to the
questionnaire, together with a report on
breaches of the Code of Conduct and
matters raised through the Whistleblower
helpline (refer below), are considered by
the Audit & Risk Committee.

Woodside’s Whistleblower Policy
documents Woodside’s commitment
to maintaining an open working
environment in which employees and
contractors are able to report instances
of unethical, unlawful or undesirable
conduct without fear of intimidation
or reprisal.

The purpose of the Whistleblower Policy
is to:

help detect and address unacceptable

conduct;

help provide employees and

contractors with a supportive working
environment in which they feel able to
raise issues of legitimate concern to
them and to Woodside;

provide an external confidential helpline

which can be used for reporting
unacceptable conduct; and

help protect people who report

unacceptable conduct in good faith.

A summary of the Whistleblower
Policy is available in the corporate
governance section of Woodside’s
website.

5.2 Securities ownership and dealing

Woodside’s Securities Dealing Policy
applies to all directors, employees,
contractors, consultants and advisers.
This policy provides a brief summary
of the law on insider trading and other
relevant laws; sets out the restrictions on
dealing in securities by people who work
for, or are associated with, Woodside;
and is intended to assist in maintaining
market confidence in the integrity of
dealings in the company’s securities.
The policy is aligned with the ASX Listing
Rules on trading policies and associated
ASX guidelines.

The policy prohibits directors and
employees from dealing in the company’s
securities when they are in possession
of price-sensitive information that is not
generally available to the market. It also
prohibits dealings by directors and certain
restricted employees during “black-out”
periods, including during the periods
between the end of the financial half-year
and the announcement of the half-year
results and the end of the financial
full-year and the announcement of the
full-year results. Directors are required
to seek the approval of the Chairman
(or in the case of the Chairman, the
CEO) before dealing in the company’s
securities or entering into any financial
arrangement by which Woodside
securities are used as collateral.
Restricted employees are required to
notify their manager and the General
Counsel before dealing in the company’s
securities. In addition, executives
reporting directly to the CEO, and the
Company Secretaries, have notification
requirements in respect of entering into
any financial arrangement by which
Woodside securities are used
as collateral.

The Board has adopted a requirement
for non-executive directors to have a
minimum holding of 2,000 shares in
Woodside. Non-executive directors who
have less than the minimum holding are
required to direct 25% of their net fees to
the purchase of shares in Woodside until
the minimum holding requirement
is satisfied.

Non-executive directors (other than
any directors who are both nominated
and employed by Shell) are eligible to
participate in Woodside’s non-executive
directors’ share plan. Under the plan
a proportion of the director’s after tax
remuneration is applied to the purchase
of shares in Woodside. These shares are
acquired on market at market value at
predetermined intervals.

Any dealing in Woodside securities by
directors is notified to the ASX within
five business days of the dealing. It is
a condition of the Securities Dealing
Policy that directors, and executives
participating in an equity-based incentive
plan, are prohibited from entering into any

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOntransaction which would have the effect
of hedging or otherwise transferring to
any person the risk of any fluctuation in
the value of any unvested entitlement
in Woodside securities. This prohibition
is also contained in the terms of the
Executive Incentive Plan.

A copy of the Securities Dealing
Policy is available in the corporate
governance section of Woodside’s
website.

5.3 Political donations

Woodside’s Code of Conduct prohibits
donations to any political party, politician
or candidate for public office in any
country without prior Board approval.
Woodside is required by law to report
all political donations to the Australian
Electoral Commission.

Details of Woodside’s political donations
are available on the Australian Electoral
Commission’s website.

In certain circumstances Woodside
representatives may attend a party
political function which charges an
attendance fee without Board approval.
Attendance at these functions must
be approved by the Vice President of
Corporate Affairs, and a register of
attendances and the cost of attending
each function is maintained by Woodside
at a corporate level.

6 Risk management and internal
control

6.1 Approach to risk management
and internal control

The Board recognises that risk
management and internal compliance
and control are key elements of good
corporate governance.

Woodside’s Risk Management
Policy describes the manner in which
Woodside:

provides a consistent process for the
recognition and management of risks
across Woodside’s business; and

confers responsibility on Woodside

staff at all levels to proactively identify,
manage, review and report on risks
relating to the objectives those staff
are accountable for delivering.

A copy of the Risk Management
Policy is available in the corporate
governance section of Woodside’s
website.

Woodside recognises that risk is
inherent to its business and that effective
management of risk is vital to delivering
on its objectives, success and continued
growth. Woodside is committed to

managing all risk in a proactive and
effective manner. Woodside’s approach
to risk enhances opportunities, reduces
threats and sustains Woodside’s
competitive advantage.

The Woodside Group operates a
standardised enterprise-wide risk
management process that provides an
over-arching and consistent framework
for the identification, assessment,
monitoring and management of
material business risks. Woodside
has a Risk and Compliance function,
separate to Internal Audit, and aligns
the company’s risk management
process with the International Standard
for risk management (ISO 31000 Risk
Management). Risks are identified,
assessed and prioritised using a
common methodology. Assessed risk
is escalated to increasingly senior levels
of management based on corporate
materiality thresholds.

6.2 Risk management roles and
responsibilities

The Board is responsible for reviewing
and approving Woodside’s risk
management strategy, policy and key
risk parameters, including determining
the Group’s appetite for country risk and
major investment decisions.

The Board is also responsible for
satisfying itself that management has
developed and implemented a sound
system of risk management and internal
control. The Board has delegated
oversight of the Risk Management Policy,
including review of the effectiveness of
Woodside’s internal control system and
risk management process, to the Audit &
Risk Committee.

Management is responsible for
promoting and applying the Risk
Management Policy. This responsibility
involves identifying and assessing
business and operational risks,
developing and implementing
appropriate risk treatment strategies and
controls, monitoring the effectiveness
of risk controls and reporting on
risk management capability and
performance. Within each major
business and functional area there
is a designated senior risk role, with
specific responsibilities to ensure
appropriate application of Woodside’s risk
management process and regular risk
review and reporting.

The Risk and Compliance function
is responsible for Woodside’s risk
management process, development of
risk management capability, and providing
risk management reports to the executive
team and the Audit & Risk Committee on
the corporate risk profile and the Group’s
risk management performance.

In 2014, both the Audit & Risk Committee
and the Board reviewed the risk profile
for the Group and received reports from
management on the effectiveness

of the Group’s management of its
material business risks. The reported
risks considered Woodside’s health
and safety, environmental, financial,
legal and compliance, social and cultural
and reputational exposures. More
information on Woodside’s risks are set
out on 18 19 . In 2014, the Audit & Risk
Committee reviewed the company’s risk
management framework and confirmed
that the framework was sound.

Internal Audit is responsible for providing
an independent appraisal of the adequacy
and effectiveness of the Group’s risk
management and internal control system.

6.3 Internal Audit

Internal Audit is independent of both
business management and of the
activities it reviews. Internal Audit
provides assurance that the design
and operation of the Group’s risk
management and internal control system
is effective. A risk-based audit approach
is used to ensure that the higher risk
activities in each business unit or function
are targeted by the audit program. Audits
are conducted in a manner that conforms
to international auditing standards.
Internal Audit has all necessary access
to management and information and
is staffed by industry professionals
including qualified accountants and
engineers.

The Audit & Risk Committee oversees
and monitors Internal Audit’s activities
and reviews Internal Audit’s performance.
It approves the annual audit program
and receives reports from Internal
Audit concerning the effectiveness of
internal control and risk management.
The Audit & Risk Committee approves
the appointment of the head of Internal
Audit. The head of Internal Audit is
jointly accountable to the Audit & Risk
Committee and the Senior Vice President
Corporate & Legal & General Counsel.
The committee members have access
to Internal Audit without the presence of
other management. Internal Audit has
unfettered access to the Audit & Risk
Committee and its chairman.

Internal Audit and external audit are
separate and independent of each other.

6.4 CEO and CFO assurance

The Board receives regular reports on the
Group’s financial and operational results.

Before the adoption by the Board of
the 2014 half-year and full-year financial
statements, the Board received written
declarations from the CEO and the
CFO that the financial records of the
company have been properly maintained
in accordance with section 286 of the
Corporations Act, and the company’s
financial statements and notes comply
with accounting standards and give a true
and fair view of the consolidated entity’s
financial position and performance for the
financial period.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEThe CEO and the CFO have also stated
in writing to the Board that the statement
relating to the integrity of Woodside’s
financial statements is founded on a
sound system of risk management
and internal control which is operating
effectively.

In addition, all executives and key finance
managers complete a questionnaire from
the directors on a half-yearly basis. The
questions relate to the financial position
of the company, market disclosure,
the application of company policies
and procedures (including the Risk
Management Policy), compliance with
external obligations and other governance
matters. This process assists the CEO
and the CFO in making the declarations
to the Board referred to above.

7 External auditor relationship
In accordance with Woodside’s
External Auditor Policy, the Audit & Risk
Committee oversees detailed External
Auditor Guidelines covering the terms
of engagement of Woodside’s external
auditor. The guidelines include provisions
directed to maintaining the independence
of the external auditor and assessing
whether the provision of any non-audit
services by the external auditor that
may be proposed is appropriate. Such
provisions are referenced to the Code
of Ethics published by the International
Federation of Accountants.

The External Auditor Guidelines contain a
set of controls which address threats to
the independence of the external auditor
including, in particular, any threat which
may arise by reason of self-interest,
self-review, advocacy, familiarity or
intimidation.

The External Auditor Guidelines classify a
range of non-audit services which could
potentially be provided by the external
auditor as:
acceptable within limits;
requiring the approval of the CFO;
requiring the approval of the Audit &

Risk Committee; or

not acceptable.

The services considered not acceptable
for provision by the external auditor
include:
internal audit;
acquisition accounting due diligence
where the external auditor is also the
auditor of the other party;

transactional support for acquisitions or
divestments where the external auditor
is also the auditor of the other party;
book-keeping and financial reporting
activities to the extent such activities
require decision-making ability and/or
posting entries to the ledger;

the design, implementation, operation
or supervision of information systems

and provision of systems integration
services;

diversity initiatives and measuring their
effectiveness;

independent expert reports;
financial risk management; and
taxation planning and taxation

transaction advice.

The External Auditor Guidelines require
rotation of the audit partner and audit
review partner at least every five years
and prohibit the reinvolvement of a
previous audit partner in the audit service
for two years following rotation.

In addition to incorporating safeguards
to ensure compliance with sections
324CI and 324CK of the Corporations
Act in respect of employment of a former
partner of the audit firm or member of
the audit team as a director or senior
employee of Woodside, the Guidelines
also require assessment of the
significance of a potential threat to the
external auditor’s independence before
any employment of a former partner or
audit team member. Any employment
of a member of the audit team or a
partner of the audit firm also requires the
approval of the Audit & Risk Committee.

Information on the procedures for
the selection and appointment of the
external auditor and for the rotation
of external audit engagement
partners is available in the corporate
governance section of Woodside’s
website.

8 Diversity
Woodside recognises that workforce
diversity provides a key competitive
advantage and our success is a reflection
of the quality and skills of our people. To
this end, Woodside leadership continues
to focus on the development of a
workplace climate that promotes diversity
as a key contributor to our business.

For further information on our
Diversity Policy and Reconciliation
Action Plan commitments, visit our
website.

Woodside’s policy is to recruit and
manage on the basis of competence
and performance regardless of age,
nationality, race, gender, religious beliefs,
sexuality, physical ability or cultural
background.

Woodside aims to meet its ongoing
commitment to diversity by, among
other things:
respecting the unique attributes that

each individual brings to the workplace
and fostering an inclusive values-
led culture;

providing diversity education and
training as well as undertaking

the Board reviewing Woodside’s

diversity strategy; and

the Board annually reviewing the

measurable objectives it has set for
achieving improvement in the diversity
mix of Woodside and the progress in
achieving those objectives.

In 2014 Woodside progressed activities
contained within its three year Indigenous
Employment Strategy. In order to provide
a pipeline of future Indigenous talent,
Woodside hosted 12 Indigenous work
experience students and awarded 15
scholarships, five new cadetships, and
three graduate places to university
students. Woodside had 44 Indigenous
trainees and apprentices participating in
programs in 2014. We are pleased that
of the 44 participants, 13 successfully
transitioned to Woodside employment
in 2014, and 21 will continue on the
programs in 2015. As at the end of 2014,
Woodside employed 99 Indigenous
people, which equates to 2.6% of
Woodside’s Australian-based workforce.
This is a decrease from 101 people in
2013. Women comprise 38% of our
Indigenous workforce. Turnover of
Woodside’s Indigenous employees is
14%. We promoted cultural awareness
training to the whole organisation in 2014,
with 241 employees attending. Cultural
awareness training is embedded into the
company’s induction program, ensuring
that employees are trained early in their
Woodside career.

Woodside continued to undertake
initiatives in 2014 aimed at improving
gender diversity across the organisation.
Key activities carried out to support
the 2012-2014 Gender Diversity
Strategy included a continued focus on
improving gender diversity outcomes
through graduate recruitment and
development. We are pleased to
see females representing 39% of
our 2015 technical graduate intake, a
3% increase on 2014 and above our
target of 35%. The implementation
of graduate development program
improvements will also enable earlier
operational site experience and improve
long term development and succession
preparedness of female graduates.

To further support the development of
part-time employees a ‘Working Flexibly
at Woodside’ toolkit was implemented
in 2014 enabling effective design and
management of part-time and flexible
roles.

The annual remuneration review
continues to demonstrate effective pay
parity for males and females doing similar
roles.

Education remains a focus to
improve diversity outcomes. In 2014,
Woodside’s development curriculum
was supplemented by a new program.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn“Diversity Awareness for Leaders”
outlines how to minimise and manage
unconscious bias in making decisions and
managing people.

Community engagement continued
in 2014, with Woodside sponsoring
university scholarships for talented
women, presenting at internal and
external forums focused on diversity and
continuing support to industry bodies
to advocate for and raise the profile of
women in the resources sector.

Females comprise 27.5% of our
workforce, a slight increase from 27%
in 2013. In 2014, women held 12.4% of
middle and senior management roles.

Female turnover is approximately 7.5%,
an improvement on the 2013 turnover
of 9.4%.

Woodside’s updated three year Gender
Diversity Strategy will start in 2015. The
measurable objectives acknowledge that
future increases in the representation of
women will be gradual as we continue

to increase the ratio of graduates to
experienced hires.

2015 measurable objectives
Increase the overall percentage of
women employed by Woodside;
Maintain overall female turnover that
is equal to or less than organisational
turnover;

Achieve gender balance in Woodside’s

graduate intake and increase
female representation in trainee and
apprentice pathways;

Increase the percentage of women in

mid-level professional roles;

Achieve mid-level professional female
turnover that is equal to or less than
total mid-level professional turnover;
Increase the percentage of women in
middle and senior management roles;
Maintain senior female turnover that
is equal to or less than total senior
management turnover;

Increase the number of senior women
who are ready to move into executive
leadership roles;

Increase the percentage of women in

executive roles; and

Increase the percentage of women on

the Board.

Woodside will report on progress against
these objectives in its 2015 Annual
Report.

Further information regarding
Woodside’s commitment to diversity
will be available in Woodside’s 2014
Sustainable Development Report
which will be released in March 2015
and made available in the sustainable
development section of Woodside’s
website.

2014 measurable objectives

Progress

Achieve gender balance in Woodside’s
graduate intake

Of the 2015 graduate intake in total, 43% were female with 39% of our
technical intake being female.

Increase the percentage of women in
senior management roles

Senior female representation remained at 12.4% in 2014.

Maintain remuneration equity between men and
women in the same role at the same level

The annual remuneration review process continued to demonstrate that
effective remuneration parity exists between men and women in the
same role.

Achieve female senior management turnover that
is equal to or less than total senior management
turnover

An increase in senior female voluntary turnover with an actual result of
7.1% which is still significantly below total senior management turnover
of 8.8%.

Achieve overall female turnover that is equal to or
less than organisational turnover

Overall female voluntary turnover has decreased from 9.4% in 2013 to
7.5% in 2014, slightly above the total organisational voluntary turnover
of 7.3%.

Increase the overall percentage of females employed
by Woodside

Gender representation has increased slightly with females representing
27.5% of Woodside’s workforce.

Deliver Diversity development programs, including
Equal Employment Opportunity training, recruitment
and promotion training and ‘Leading Diverse Teams’
programs.

‘Recruitment Selection’ training ran throughout 2014 with 96 managers
attending.

‘Diversity – we give everyone a fair go’ (Equal Employment Opportunity)
program was provided online through 2014 and completed by
447 employees.

‘Diversity Awareness for Leaders’ workshops were attended by
50 managers.

Table 4 – Woodside workforce gender profile

Female

Female %

Administration

Technical

Supervisory/Professional

Middle Management

Senior Management

Total

Board Members

186

392

386

1,046

62.4

26.8

27.9

12.6

9.8

27.5

22.2

Male

112

1,068

997

543

2,757

Senior management and other categories above are defined by reference to Woodside’s internal remuneration bands.

Male %

37.6

73.2

72.1

87.4

90.2

72.5

77.8

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCE9 ASX Corporate Governance Council recommendations checklist
The Corporate Governance Statement was approved by the Board and is current as at 18 February 2015.

Woodside has chosen to early adopt the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles
and Recommendations (ASXCGC Recommendations). This table cross-references the ASXCGC Recommendations to the relevant
sections of the Corporate Governance Statement and the Remuneration Report.

ASX Corporate Governance Council Recommendations

Principle 1:

Lay solid foundations for management and oversight

Reference

Comply

1.1

1.2

1.3

1.4

1.5

1.6

1.7

A listed entity should disclose:
a) the respective roles and responsibilities of its board and management; and
b) those matters expressly reserved to the board and those delegated to management.

A listed entity should:
a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for

election, as a director; and

b) provide security holders with all material information in its possession relevant to a decision on whether or not

to elect or re-elect a director.

2.1

2.6

A listed entity should have a written agreement with each director and senior executive setting out the terms of
their appointment.

2.8,
Remuneration Report

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the board.

A listed entity should:
a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set

measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s
progress in achieving them;

b) disclose that policy or a summary of it; and
c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress
towards achieving them, and either:
1. the respective proportions of men and women on the board, in senior executive positions and across the

whole organisation (including how the entity has defined “senior executive” for these purposes); or
2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent

“Gender Equality Indicators”, as defined in and published under that Act.

2.13



A listed entity should:
a) have and disclose a process for periodically evaluating the performance of the board, its committees and

2.9



individual directors; and

b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting

period in accordance with that process.

A listed entity should:
a) have and disclose a process for periodically evaluating the performance of its senior executives; and
b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting

Remuneration Report



period in accordance with that process.

Principle 2: Structure the board to add value

2.1

The board of a listed entity should:
a) have a nomination committee which:

3.1, 3.3



1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director,

and disclose:

3. the charter of the committee;
4. the members of the committee; and
5. as at the end of each reporting period, the number of times the committee met throughout the period and

the individual attendances of the members at those meetings; or

b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board
succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its duties and responsibilities effectively.

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the
board currently has or is looking to achieve in its membership.

2.2

A listed entity should disclose:
a) the names of the directors considered by the board to be independent directors;
b) if a director has an interest, position, association or relationship of the type described in Box 2.3 (which appears
on page 16 of the ASXCGC Recommendations and is entitled “Factors relevant to assessing the independence
of a director”), but the board is of the opinion that it does not compromise the independence of the director,
the nature of the interest, position, association or relationship in question and an explanation of why the board
is of that opinion; and

2.2, 2.4

c) the length of service of each director.

A majority of the board of a listed entity should be independent directors.

The chair of the board of a listed entity should be an independent director and, in particular, should not be the
same person as the CEO of the entity.

A listed entity should have a program for inducting new directors and provide appropriate professional
development opportunities for directors to develop and maintain the skills and knowledge needed to perform their
role as directors effectively.

2.2

2.3

2.4

2.5

2.6



2.2, 2.4

2.2, 2.3, 2.4

2.8

5.1

Principle 3: Act ethically and responsibly

A listed entity should:
a) have a code of conduct for its directors, senior executives and employees; and
b) disclose that code or a summary of it.

3.1

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn
Principle 4: Safeguard integrity in corporate reporting

4.1

The board of a listed entity should:
a) have an audit committee which:

3.1, 3.2



1. has at least three members, all of whom are non-executive directors and a majority of whom are

independent directors; and

2. is chaired by an independent director, who is not the chair of the board,

and disclose:

3. the charter of the committee;
4. the relevant qualifications and experience of the members of the committee; and
5. in relation to each reporting period, the number of times the committee met throughout the period and the

individual attendances of the members at those meetings; or

b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal
of the external auditor and the rotation of the audit engagement partner.

4.2

4.3

The board of a listed entity should, before it approves the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been
properly maintained and that the financial statements comply with the appropriate accounting standards and give
a true and fair view of the financial position and performance of the entity and that the opinion has been formed on
the basis of a sound system of risk management and internal control which is operating effectively.

6.4

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.

4.1

Principle 5: Make timely and balanced disclosure

5.1

A listed entity should:
a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and
b) disclose that policy or a summary of it.

Principle 6: Respect the rights of security holders

6.1

6.2

6.3

6.4

A listed entity should provide information about itself and its governance to investors via its website.

A listed entity should design and implement an investor relations program to facilitate effective two-way
communication with investors.

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at
meetings of security holders.

A listed entity should give security holders the option to receive communications from, and send communications
to, the entity and its security registry electronically.

Principle 7: Recognise and manage risk

7.1

The board of a listed entity should:
a) have a committee or committees to oversee risk, each of which:

4.2

4.1

3.1, 3.2

1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director,

and disclose:

3. the charter of the committee;
4. the members of the committee; and
5. as at the end of each reporting period, the number of times the committee met throughout the period and

the individual attendances of the members at those meetings; or

b) if it does not have a risk committee or committees that satisfy a) above, disclose that fact and the processes it

employs for overseeing the entity’s risk management framework.

7.2

7.3

7.4

The board or a committee of the board should:
a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound;

3.2, 6.2

and

b) disclose, in relation to each reporting period, whether such a review has taken place.

A listed entity should disclose:
a) if it has an internal audit function, how the function is structured and what role it performs; or
b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and

continually improving the effectiveness of its risk management and internal control processes.

6.3

A listed entity should disclose whether it has any material exposure to economic, environmental and social
sustainability risks and, if it does, how it manages or intends to manage those risks.

6.1, 6.2, 6.4

Principle 8: Remunerate fairly and responsibly

8.1

The board of a listed entity should:
a) have a remuneration committee which:

3.1, 3.4

1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director,

and disclose:

3. the charter of the committee;
4. the members of the committee; and
5. as at the end of each reporting period, the number of times the committee met throughout the period and

the individual attendances of the members at those meetings; or

b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the

level and composition of remuneration for directors and senior executives and ensuring that such remuneration
is appropriate and not excessive.

8.2

8.3

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and other senior executives.

Remuneration Report

A listed entity which has an equity-based remuneration scheme should:
a) have a policy on whether participants are permitted to enter into transactions (whether through the use of

5.2,
Remuneration Report

derivatives or otherwise) which limit the economic risk of participating in the scheme; and

b) disclose that policy or a summary of it.



WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCE

OVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

DIRECTORS’ REPORT (including Remuneration Report)

The directors of Woodside Petroleum
Ltd present their report (including the
Remuneration Report) together with the
financial report of the consolidated entity,
being Woodside Petroleum Ltd and its
controlled entities, for the year ended
31 December 2014.

Directors
The directors of Woodside Petroleum
Ltd in office at any time during or since
the end of the 2014 financial year and
information on the directors (including
qualifications and experience and
directorships of listed companies held
by the directors at any time in the last
three years), is set out on 46 and 47 .

The number of directors’ meetings held
(including meetings of committees of
the Board) and the number of meetings
attended by each of the directors of
Woodside Petroleum Ltd during the
financial year are shown in Table 3 on 55 .

Details of director and senior executive
remuneration are set out in the
Remuneration Report.

The particulars of directors’ interests in
shares of the company as at the date of
this report are set out on 78 .

Principal activities
The principal activities and operations of
the Group during the financial year were
hydrocarbon exploration, evaluation,
development, production and marketing.

Other than as previously referred to in
the annual report, there were no other
significant changes in the nature of the
activities of the consolidated entity during
the year.

Consolidated results
The consolidated operating profit
attributable to the company’s
shareholders after provision for
income tax was US$2,414 million
(US$1,749 million in 2013).

Review of operations
A review of the operations of the
Woodside Group during the financial year
and the results of those operations are
set out on 1 to 44 .

Significant changes in state
of affairs
The review of operations ( 1 to 44 ) sets
out a number of matters which have had
a significant effect on the state of affairs
of the consolidated entity. Other than
those matters, there were no significant
changes in the state of affairs of the
consolidated entity during the
financial year.

Events subsequent to end of
financial year

Dividends
Since the reporting date, the directors
have declared a fully franked dividend
of US144 cents (2013: US103 cents),
payable on 25 March 2015. The amount
of this dividend will be US$1,186 million
(2013: US$849 million). No provision
has been made for this dividend in the
financial report as the dividend was not
declared or determined by the directors
on or before the end of the financial year.

Likely developments and
expected results
In general terms, the review of operations
of the Group gives an indication of likely
developments and the expected results
of the operations. In the opinion of
the directors, disclosure of any further
information would be likely to result in
unreasonable prejudice to the Group.

Environmental compliance
Woodside is subject to a range of
environmental legislation in Australia and
other countries in which it operates.

Details of Woodside’s environmental
performance are provided on 30 .

Through its Health, Safety and
Environment Policy, Woodside plans
and performs activities so that adverse
effects on the environment are avoided
or kept as low as reasonably practicable.

Woodside did not incur any
environmental fines or penalties
during 2014.

Dividends
The directors have declared a final
dividend out of profits of the company in
respect of the year ended 31 December
2014 of US144 cents per ordinary share
(fully franked) payable on 25 March 2015.

A fully franked final dividend of
US103 cents per ordinary share was paid
to shareholders on 26 March 2014 in
respect of the year ended 31 December
2013. Together with the fully franked
interim dividend of US111 cents per share
paid to shareholders on 24 September
2014, the total dividend paid during the
2014 year was US214 cents per share
fully franked.

Woodside’s dividend reinvestment plan
remained suspended during the year.

Company secretaries
The following individuals have acted as
company secretary during 2014:

Michael Abbott
BJuris, LLB, BA, MBA
Senior Vice President Corporate & Legal
& General Counsel and Joint Company
Secretary

Mr Abbott joined Woodside in 2007 and
was appointed to the role of Senior Vice
President Corporate & Legal & General
Counsel in December 2014. He was
appointed Joint Company Secretary
effective 3 May 2012. Mr Abbott holds
Bachelor of Laws and Bachelor of Arts
degrees and a Masters of Business
Administration.

More information on Mr Abbott can be
found on 11 .

Warren Baillie
LLB, BCom, Grad. Dip. CSP
Company Secretary

Mr Baillie joined Woodside in 2005 and
was appointed Company Secretary
effective 1 February 2012. Mr Baillie
holds Bachelor of Laws and Bachelor of
Commerce degrees and is a solicitor and
chartered secretary. He is a member of
the National Board and WA State Council
of the Governance Institute of Australia.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

REMUNERATION REPORT (audited)

Contents
Overview

Executive remuneration

CEO remuneration

Other equity plans

Securities Dealing Policy

Contracts for KMP Executives

Related Party Transactions

Non-executive directors

Human Resources & Compensation Committee

Use of remuneration consultants

Reporting notes

Summary index of tables

Table

Description

Woodside’s KMP during 2014

Woodside five-year performance

Summary of executive remuneration structure

Allocation of executive remuneration between fixed and Variable Annual Reward

Overview of the EIP awards

How STAs are determined

Vesting schedule for VPRs

Summary of contractual provisions for executive KMP

Annual base Board and committee fees for NEDs

Fees paid to remuneration consultants

Compensation of executive KMP for the year ended 31 December 2014 and 2013

Vesting schedule for RTSR-tested VPRs awarded for the Performance Years 2009 to 2011

LTA Peer Group for Performance Years 2009 to 2011

STA Peer Group and LTA Peer Group Performance Years 2012 to 2014 – International Oil and Gas Companies

Summary of LTA terms for Performance Years 2009 to 2014

Summary of deferred STA terms for Performance Years 2010 to 2014

Summary of executive KMPs’ interests in Time-tested VPRs

Summary of executive KMPs’ interests in Restricted Shares

Summary of executive KMPs’ interests in RTSR-tested VPRs

Summary of executive KMPs’ interests in Equity Rights under the WEP

Summary of executive KMPs’ interests in Equity Rights under the SWEP

Total remuneration paid to non-executive directors in 2014 and 2013

KMP shareholdings

Executive KMPs’ interests in VPR and ER

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEGOVERNANCE

Overview

Guide to this report

This Remuneration Report outlines the remuneration
arrangements in place and outcomes achieved for Woodside’s
key management personnel (KMP) during 2014. Woodside’s
KMP are those people who have a meaningful capacity to shape
and influence the Group’s strategic direction and performance
through their actions, either collectively (in the case of the Board)
or as individuals acting under delegated authorities (in the case
of the CEO and his direct reports). The names and positions of
the individuals who were KMP during 2014 are set out in
Table 1 below.

Given the capacity KMP have in affecting Woodside’s
performance and the returns delivered to shareholders, it is
critical to design and implement remuneration policies for
KMP that support the business strategy and align the interests
of executive KMP with those of shareholders. This report
explains the manner in which the Board, assisted by the Human
Resources & Compensation Committee (Committee), achieves
this objective.

In preparing this report, the Board has endeavoured to provide
sufficient detail and transparency so that investors can form
their own views about the appropriateness of the remuneration
arrangements in place at Woodside. While remuneration
arrangements for executives are complex and involve a variety
of components and performance measures, the report contains
summaries intended to give investors an understanding of how
these components fit together. There is also a Glossary at the
back of the report (on 136) which explains many of the terms and
abbreviations used throughout the report.

Linking remuneration to strategy and performance
The Board believes that appropriate remuneration policies
motivate executives to strive for better performance outcomes
for the Company and shareholders, while at the same time
ensuring Woodside retains key talent. The Company’s executive
incentive arrangements are designed to ensure ongoing
alignment with Woodside’s strategic direction and values.

The key terms of the executive incentive arrangements are:

a short-term award (STA) delivered two-thirds as cash and
one-third as deferred equity subject to a three year service
condition; and

a long-term award (LTA), the vesting of which is linked to

service and relative total shareholder return:

à tested over a minimum 4-year performance period;

à one-third (33%) tested against a peer group of top 50 ASX-

listed companies; and

à two-thirds (67%) tested against a peer group of 17 oil and

gas companies.

Table 2 shows the key financial measures of company
performance over the past five years.

Outcomes
The key remuneration outcomes for Woodside executives in
2014 were as follows:

The value of the STA corporate scorecard for 2014 was

1.8 out of a maximum possible result of 2.
For more detail go to 67 .

Table 1 – Woodside’s KMP during 2014

Executive directors
P Coleman (Managing Director and Chief Executive Officer) (CEO)
R Cole (Executive Director and Executive Vice President, Corporate and Commercial)
(ceased to be an executive director and KMP on 26 November 2014)
Senior executives
R Edwardes (Executive Vice President Development)
S Gregory (Senior Vice President Sustainability & Technology)
P Loader (Executive Vice President Global Exploration)
G Roder (Executive Vice President Business Development & Growth)
L Tremaine (Executive Vice President and Chief Financial Officer)
M Utsler (Chief Operations Officer)

Non-executive directors
M A Chaney (Chairman)

M A Cilento

F Cooper

C M Haynes

A Jamieson

D I McEvoy

S Ryan

G Tilbrook

Table 2 – Woodside five-year performance

Year ended 31 December

Net Profit After Tax

Earnings Per Share1
Dividends Per Share
Production

Share closing price (last
trading day of the year)

(US$ million)

(US cents)
(US cents)
(MMboe)

(A$)

2014

2,414

293
255
95.1

38.01

2013

1,749

213
249
87.0

38.90

2012

2,983

366
130
84.9

33.88

2011

1,507

190
110
64.6

30.62

20103

1,575

204
105
72.7

42.56

Relative TSR2

(1 year)

1st Quartile

4th Quartile

2nd Quartile

4th Quartile

1. Basic and diluted earnings per share from total operations.
2. As discussed under the STA component of EIP on 67.
3. Amounts were translated to US dollars using monthly average exchange rates. The share closing price (last trading day) for 2009 was $47.20.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWFInancIal REpORtSHaREHOldER InFORMatIOn The STA pool for 2014 was A$28,960,223 for 89 participants

Executive remuneration

including the executive KMP and the CEO.
Refer to 67 .

Remuneration Policy

Time-tested Variable Pay Rights (VPRs) that were allocated in
2011 as deferred STA in respect of the 2010 performance year
vested during 2014.

The LTA allocated in 2010 was subject to performance testing
during 2014 and failed to reach the vesting hurdle. As such,
this award will be subject to a second performance test in
2015.

The LTA allocated in 2009 was subject to a second test in
2014 and failed to reach the vesting hurdle and lapsed.

Awards of Equity Rights (ERs) were made under the

Woodside Equity Plan (WEP) in October 2014 and the first
vesting under the WEP took place on 30 November 2014.
The CEO did not receive awards under this plan.
For more detail go to 69 .

Woodside’s Remuneration Policy aims to reward executives
fairly and responsibly in accordance with the regional (and
in some instances, international) market and ensure that
Woodside:

provides competitive rewards that attract, retain and motivate

executives of the highest calibre;

sets demanding levels of performance which are clearly linked

to an executive’s remuneration;

structures remuneration at a level that reflects the executive’s

duties and accountabilities;

benchmarks remuneration against appropriate comparator

groups;

aligns executive incentive rewards with the creation of value

for shareholders; and

Awards of ERs were made under the Supplementary

complies with applicable legal requirements and appropriate

Woodside Equity Plan (SWEP) in October 2014. The CEO
did not receive awards under this plan.
For more detail go to 69 .

2013 Remuneration Report

Woodside’s Remuneration Report for 2013 was adopted at
the Annual General Meeting (AGM) on 30 April 2014 with a
clear majority of 469,090,547 votes in favour of the motion
(representing 95.19% of the votes received).

standards of governance.

Executive remuneration is reviewed annually having regard to
individual and business performance and relevant comparative
information.

Executive remuneration structure

Woodside’s remuneration structure for executives, including
executive KMP, has several components, which are explained in
the table below:

Table 3 – Summary of executive remuneration structure

Component

How is it determined?

When is it paid?

Fixed remuneration Fixed remuneration is determined on the basis of the

Regularly throughout the year

STA

Variable
Annual
Reward
(VAR)

LTA

scope of the executive’s role and their individual level of
knowledge, skill and experience.

STA payments are based on performance against a
corporate scorecard and individual performance against
KPIs.

The corporate scorecard is based on relative total
shareholder return (RTSR), production, safety and
delivery against business plan commitments.

Individual KPIs vary but can include measures relating
to health and safety, environment, human resources,
financial and operational measures.

Vesting of LTA is subject to achievement of RTSR
targets, with 33% measured against the ASX 50 and
the remaining 67% tested against an international
group of oil and gas companies.

LTA is granted in the form of Variable Pay Rights (VPRs).

Other equity plans Executives may receive awards under other equity plans

for various reasons including to:

provide executives with the opportunity to

participate in ownership of shares;

support a competitive base remuneration position

having regard to internal and external relativities; and

retain key talent.

Generally, awards are calculated with reference to
salary and performance as assessed under Woodside’s
performance review process.

Subject to performance, two-thirds is paid in cash in
March of the following year.

The remaining third is delivered as a deferred equity
award of Restricted Shares that vests after three
years’ further continuous service.

Subject to performance, LTA may vest after a four
year performance period.

If the LTA does not vest it will be re-tested on the fifth
anniversary, but will only vest if RTSR exceeds the
ranking achieved in the prior year and is at or above the
median of the relevant comparator group.

Awards under the Woodside Equity Plan (WEP) and
Supplementary Woodside Equity Plan (SWEP) are
subject to a three year vesting period.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEProportion of remuneration at risk

Executive Incentive Plan (EIP)

The Executive Incentive Plan (EIP) is used to deliver Short Term
Awards and Long Term Awards to executives, other than the
CEO. The CEO’s individual arrangements are described on 68 .

The EIP aims to reward executives for meeting or exceeding
their individual performance targets, while at the same time
linking their reward to the creation of long-term sustainable
wealth for shareholders.

Table 5 illustrates how EIP awards will be determined for the
2014 Performance Year, as well as their lifecycle in future years.
A more detailed explanation of each component is provided later
in this report on 67 to 69 .

The target allocation of remuneration between fixed
remuneration and VAR for Woodside’s executives is shown in
Table 4. The actual percentages received will vary from year to
year for each executive depending on performance outcomes.
Participation in other equity plans is not taken into account for
the calculation of the percentages shown in the table.

Table 4 – Allocation of executive remuneration
between fixed and Variable Annual Reward

Position

CEO

Not at risk

Fixed Annual
Reward

At risk

Variable Annual
Reward

STA

LTA

Executive KMP

45–50

30–33

20–22

Table 5 – Overview of the EIP awards

2014

2015

2016

2017

2018

2019

2020

Performance Year

Executives must be
employed for at least part of
the Performance Year and
achieve at least an acceptable
level of performance in
their individual performance
assessment to be eligible for
an EIP award

Eligible executives receive
a Variable Annual Reward
(VAR) under the EIP

VAR for a Performance Year
is calculated as a percentage
of fixed remuneration, which
is determined by the Board
taking into account relevant
data on levels of variable
reward being offered in the
market

VAR consists of:

60% STA

Determined in accordance
with the STA pooling and
performance assessment
process. Two thirds of the
STA is paid in early 2015 as
cash, while the other third is
awarded as Restricted Shares

40% LTA

Awarded as Variable Pay
Rights (VPRs)

at risk

Restricted Shares

Subject to a three-year
deferral period ending in
2018

at risk

VPRs

Subject to RTSR
performance over
a four-year period
ending in 2019

VPRs that do not
vest after the four-
year period may
vest after a five-year
period, subject to
RTSR performance

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnShort-term award (STA)

Individual KPIs for 2014 STAs

Key features of STA

Who participates? Executives, including all executive KMP,
other than the CEO, participate in the EIP. The CEO has
similar arrangements under his contract.

What are the performance conditions? STA outcomes are
determined based on performance against the corporate
scorecard and performance against individual KPIs.

How is performance assessed? The Board assesses
performance against the corporate scorecard. For executive
KMP, individual performance assessments are conducted by
the CEO against their agreed KPIs and demonstrated values
and behaviour, and are approved by the Committee.

How is it delivered? Two-thirds is paid in cash and one-
third is awarded as Restricted Shares subject to a three
year deferral period. The number of Restricted Shares is
calculated by dividing the deferred STA value by the Pricing
Date Volume Weighted Average Price (VWAP).
What were the outcomes in 2014? The value of the STA
corporate scorecard for 2014 was 1.8 out of a maximum
possible result of two.

The STA pool for 2014 was A$28,960,223 for 89 participants
including the executive KMP.

Time-tested Variable Pay Rights (VPRs) that were allocated
in 2011 as deferred STA in respect of the 2010 performance
year vested during 2014.

Table 6 – How STAs are determined

At the start of the year,
KPIs for each executive
are set out in an individual
performance agreement

Following the end of
the year, individual
performance is assessed
against KPIs

STA is determined for each executive
where individual performance is
acceptable

Executives are sorted into ‘pool groups’ to
ensure a fair allocation of STA

Each pool is adjusted by a multiple of zero
to two, based on corporate scorecard
performance

Each executive is allocated a proportion
of the relevant pool, based on individual
performance relative to other executives in
the same pool

STA is delivered two thirds in cash and one
third in Restricted Shares, with a three-year
deferral period

No STA is awarded
to individuals
whose performance
is assessed as
unacceptable

A range of individual key performance indicators (KPIs) were
adopted for 2014 reflecting the varied responsibilities of
executives who participate in the STA. KPIs are chosen to align
individual performance with the achievement of Woodside’s
business plan and objectives. Examples of KPIs adopted for
2014 include the following:

health and safety (e.g. total recordable case frequency, high

potential incident frequency);

environment (e.g. greenhouse gas emissions, flared gas);

human resources (e.g. voluntary turnover);

financial (e.g. revenue, operating costs, earnings before
interest and tax, return on average capital employed,
production costs, drilling costs); and

operational (e.g. production volumes, project progress).

Corporate scorecard measures and outcomes for
2014 STAs

Company performance is assessed against a corporate
scorecard of key measures that align with Woodside’s overall
business performance.

At the start of 2014, the Board adjusted Woodside’s corporate
scorecard to provide a more balanced assessment of
performance. The 2014 scorecard is based on four equally
weighted measures:

Relative total shareholder return (RTSR): Indicator of overall
company performance relative to the performance of 17 oil
and gas peer companies (seeTable 14 on 73 ) and the ASX 50.

Production: Underpins the company’s revenue and profit.

Safety: A strong safety performance is required to maintain
a licence to operate and retain the company’s position as a
partner and employer of choice.

Delivery against business plan commitments: This

measures the company’s delivery of commitments made to
market and progress towards securing future growth.

The measures for the scorecard were chosen because of the
impact they have on shareholder value.

For the 2014 Performance Year, the Board determined
a scorecard outcome of 1.8 out of a maximum of two.
In summary, for 2014:

Woodside achieved an RTSR result of third position against
the peer companies and 31st position against the ASX 50.

Annual production of 95.1 million barrels of oil equivalent was
achieved - this was substantially above the range set in the
scorecard (of 84 to 93 MMboe);

Woodside achieved its lowest ever recordable injury rate
(TRIR) of 1.90, well below the KPI range (of 3.2 to 2.8 per
million man hours). Two Tier 1 and Tier 2 process safety
event’s (PSEs) occurred in the year.

Woodside has delivered strong operational and financial

performance and has exceeded the majority of 2014 business
plan commitments. In particular, production, asset utilisation,
opex and flaring are all ahead of targets. Portfolio balance
has improved through increased acreage. The performance
excellence improvement effort across the company has
delivered total benefits of over US$560 million.

This performance outcome resulted in a total available STA of
A$28,960,223 across all pools.

Deferral of STAs

The STA for a Performance Year is delivered two-thirds in cash,
and one-third is made as an award of Restricted Shares subject
to a three year deferral period.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEGenerally, vesting of the deferred STA is subject to the
executive’s employment not being terminated with cause, or
by resignation, for three years after allocation. The deferred
STA may vest prior to the expiry of the three years upon a
change of control event, or on the death or total and permanent
disablement of the executive. Deferred STA will also generally
vest upon redundancy, retirement or the cessation of a fixed
term employment contract with effect from a date determined
by the Board. There are no further performance conditions for
vesting of deferred STA.

A summary of the terms of unvested deferred STA awarded to
KMP is provided in Table 16 on 74 . Details of Restricted Shares
awarded to KMP are provided in Table 18 on 74 .

Long-term award (LTA)

Key features of LTA

Who participates? Executives, including executive KMP
other than the CEO, participate in the EIP. The CEO has similar
arrangements under his contract.

What are the performance conditions? Vesting of 33% of
the LTA is subject to relative total shareholder return (RTSR)
performance against the ASX 50. Vesting of the remaining
67% is subject to RTSR performance against an international
group of oil and gas companies.

What is the performance period? Performance is initially
tested over a four year performance period.

How is performance assessed? RTSR performance is
calculated by an external adviser.

What were the outcomes in 2014? The LTA allocated in 2011
was subject to performance testing during 2014 and failed to
reach the vesting hurdle. As such, this award will be subject to
a second performance test in 2015. The LTA allocated in 2010
was subject to a second test in 2014 and failed to reach the
vesting hurdle and lapsed.

LTA – valuation

LTA for the 2014 Performance Year is granted in the form of
VPRs. The number of VPRs awarded is calculated by dividing
the value of the executive’s LTA by the fair value of a VPR
(as calculated in accordance with the relevant accounting
standards).

This valuation methodology is used because it takes into account
factors such as non-payment of dividends, share price volatility
and the possibility that the VPRs may not ultimately vest, and so
better reflects the true value of a VPR at the time of grant.

LTA performance hurdles

Once the number of VPRs is determined, the VPRs are divided
into two portions with each portion subject to a separate RTSR
performance hurdle tested over an initial four year period.

For the 2014 Performance Year, one-third (33%) of the VPRs
will be tested against a comparator group that comprises the
entities within the ASX 50 index at 1 December 2014. The
remaining two-thirds (67%) of the VPRs will be tested against
an international group of oil and gas companies. The oil and
gas companies used for the 2012, 2013 and 2014 Performance
Years are set out in Table 14 on 73 . This international peer group
was chosen as Woodside competes globally for resources,
market and people; operating in an international commodity
business.

How LTAs align with strategy

The LTA has been designed to align with our company strategy
through carefully chosen peer groups that include both
competitors for investor funds, and domestic and overseas oil
and gas players. RTSR was chosen as the LTA performance
measure in order to ensure that Woodside’s executives’
remuneration is aligned with the company’s performance in
relation to the performance of the two peer groups. The Board
believes that this parameter best reflects creation of shareholder
wealth and is both transparent and widely understood.

The LTA performance period is initially tested after four years
as Woodside operates in a capital intensive industry with
investment timelines averaging five to ten years. This makes
it imperative that executives take decisions that are in the long
term interest of shareholders focused on value creation taking
into account the commodity price cycles of the oil and gas
industry.

Measurement of LTAs

The total shareholder return in respect of Woodside and both
peer groups is calculated by an external adviser in accordance
with the EIP rules on the fourth anniversary of the allocation of
these VPRs. The outcome of the test is measured against the
schedule below:

Table 7 – Vesting schedule for VPRs1
Woodside RTSR percentile position
within peer group
Less than 50th percentile
Equal to 50th percentile
Equal to or greater than 75th percentile

Vesting VPRs

no vesting
50% vest
100% vest

Vesting between these percentile points is on a pro rata basis.

1. Schedule used for RTSR tested VPRs awarded for 2012 – 2014 Performance Years.

Any VPRs which do not vest at this time are subject to a second
RTSR test on the fifth anniversary of the allocation date, but
further vesting in accordance with the schedule will only occur if
Woodside achieves a superior RTSR ranking at the second test
date compared to that achieved on the first test date and equals
or exceeds the 50th percentile threshold. Any VPRs that do not
vest on the fifth anniversary lapse.

LTA – other terms

VPRs lapse if the executive’s employment is terminated with
cause, or by resignation, prior to vesting.

VPRs may vest prior to the satisfaction of the vesting conditions
upon a change of control event, or on the death or total
and permanent disablement of the executive. In the event
of redundancy, retirement or the cessation of a fixed term
employment contract of a participant, VPRs continue in the plan
and remain subject to the normal performance measures.

A summary of the terms and conditions of unvested VPRs under
each award made to executives under the EIP is provided in
Table 15 on 73 . A summary of executive KMP interests in VPRs
is provided in Table 19 on 75 .

CEO remuneration

Mr Coleman’s remuneration is governed by his contract of
employment which, in summary, for 2014 is comprised of:

30% fixed remuneration;

30% STA component; and

40% LTA component.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnSTA

The grant of an STA to the CEO is determined based on the
scorecard and individual performance as determined by the
Board. The scorecard and performance against the scorecard
measures is described on 67 of this report under the section
titled ‘Corporate scorecard measures and outcomes for 2014
STAs’.

Each year the Board determines and documents the factors
which will be used to assess the annual individual performance
of the CEO. The individual performance of the CEO is reviewed
by the Board against the following factors which were chosen
because of their impact on shareholder value:

setting and pursuing the growth agenda;

achieving effective execution;

building enterprise and organisational capacity;

enhancing culture and reputation; and

ensuring shareholder focus.

At the completion of the Performance Year each non-executive
director contributes to the documented review of the CEO’s
performance for that year. This is used to determine the CEO’s
individual performance factor for the Performance Year.

The STA for the CEO is calculated by multiplying the CEO’s fixed
remuneration by the scorecard multiple and the CEO’s individual
performance factor. Restricted Shares have the same terms and
conditions as those awarded to other executives as described
on 67 .

LTA

The LTA entitlement for the 2014 Performance Year will be
allocated in February 2015 and will be subject to RTSR testing
for the first time in February 2019. The vesting conditions for
the LTA allocation reflect those outlined on 68 and summarised
in Table 15 on 73 in respect of the 2014 LTA allocation for other
executives.

A summary of the CEO’s equity awards is provided in Tables 17
to 19 on pages 74 to 75 .

Sign-on bonus

In the year when he commenced as CEO, Mr Coleman was
awarded a one-off sign-on incentive with a grant date of 30 May
2011 to recognise certain rights he was giving up with his former
employer. Woodside acquired 66,004 Woodside shares on trust
for Mr Coleman. The sign-on award was structured such that
one-third of these shares vested on each anniversary after the
date of his appointment. In accordance with the award rules, the
final tranche of one-third of the shares vested on 30 May 2014
being the third anniversary of Mr Coleman’s employment.

This was the final vesting of entitlements under this award.

Other Equity Plans

Woodside Equity Plan (WEP)

Woodside has a history of providing employees with the
opportunity to participate in ownership of shares in the
company. This has supported staff retention and alignment of
employees with shareholder interests. As part of the strategy
to attract, retain and motivate employees, the Board approved
the introduction from November 2011 of a broad-based, long-
term equity plan called the WEP to recognise and reward the
commitment of eligible employees.

The WEP is available to all Australian based permanent
employees including executives, other than the CEO and any
other Executive Director.

Woodside’s intention is to enable eligible employees to build up
a holding of equity in the Company as they progress through
their career at Woodside.

The number of Equity Rights (ERs) offered to each eligible
employee is calculated with reference to salary and performance
as assessed under the performance review process as
described for STA at 67 . There are no further ongoing
performance conditions upon allocation of each individual’s ERs.
The linking of performance to an allocation allows Woodside to
recognise and reward eligible employees for high performance.

Each ER entitles the participant to receive a Woodside share on
the vesting date three years after the effective grant date.

The first vesting under the WEP took place on
30 November 2014.

Table 20 on 75 provides a summary of executive KMP interests
in ERs under the WEP.

Supplementary Woodside Equity Plan (SWEP)

In October 2011, the Board approved a remuneration strategy
which includes the use of equity to support a competitive base
remuneration position. To this end, the Board approved the
establishment of the Supplementary Woodside Equity Plan
(SWEP) to enable the offering of targeted retention awards of
ERs for key capability. The SWEP was designed to be offered
to a small number of employees identified as being retention
critical. The SWEP awards have service conditions and no
performance conditions.

Consistent with this strategy, the Board approved an award of
ERs under the SWEP for four of the executive KMP, in order to
address imbalances in external and internal relativities.

This is the first time awards have been issued under the SWEP
since the Board approved the plan in October 2011.

Each ER entitles the participant to receive a Woodside share
on the vesting date three years after the effective grant date of
1 October 2014.

Table 21 on 76 provides a summary of executive KMP’s
interests in ERs under the SWEP.

ERs under both the WEP and the SWEP may vest prior to the
vesting date on a change of control or on a pro rata basis, at the
discretion of the CEO, limited to the following circumstances;
redundancy, retirement (after six months’ participation),
death, termination due to medical illness or incapacity or total
and permanent disablement of a participating employee. An
employee whose employment is terminated by resignation or
for cause prior to the vesting date will forfeit all of their ERs.

Legacy plans – STAs and LTAs 2009 to 2011

The deferred portion of STA for the Performance Years from
2009 to 2011 inclusive was delivered in the form of time-
tested VPRs. Details of time-tested VPRs awarded for previous
performance periods are provided in Table 17 on 74 .

The LTA for the Performance Years from 2009 to 2011 inclusive
was granted in the form of VPRs, the vesting of which is linked
to service and relative total shareholder return. Performance is
initially tested over a three year performance period.

Peer groups for all VPRs tested against an RTSR hurdle are set
out in Tables 13 and 14 on 73 .

Securities Dealing Policy
Woodside’s Securities Dealing Policy prohibits executives
who participate in an equity-based plan from hedging any of
their unvested Woodside securities, including VPRs, ERs and
Restricted Shares.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEDirectors proposing to enter into arrangements to limit the
economic risk of a vested holding in Woodside securities
must obtain the approval of the Chairman (or, where the
notifying director is the Chairman, the CEO) prior to entering
into the arrangement and immediately provide details of the
arrangements entered into.

Executives who report directly to the CEO and the Company
Secretaries must submit a completed compliance certificate in
respect of arrangements to limit the economic risk of a vested
holding in Woodside securities to their direct manager and then
to the General Counsel for acknowledgement.

Adherence to this policy by executives is monitored by six
monthly directors’ questionnaires to management. Further
information on Woodside’s Securities Dealing Policy is provided
in section 5.2 of the Corporate Governance Statement on 56 .

In addition to the restrictions imposed under the Securities
Dealing Policy, KMP are prohibited by law from hedging any of
their unvested entitlements or any of their vested entitlements
that remain subject to a holding lock.

Contracts for executive KMP

All KMP have a contract of employment. Table 8 below contains
a summary of the key contractual provisions of the contracts of
employment for the executive KMP.

Related Party Transactions
During the year, as part of the CEO’s relocation costs,
A$200,000 was paid in connection with transfer duty in
Western Australia.

Non-executive directors (NEDs)

Key features of NEDs remuneration

What remuneration do NEDs receive? NEDs receive
Board and Committee fees, which are inclusive of statutory
superannuation (or payments in lieu for overseas based NEDs).

Does the Chairman receive higher fees? The Chairman
receives a higher Board fee than other NEDs, but does not
receive extra fees for Committee work. Committee Chairs
receive higher base Committee fees than other Committee
members.

Do NEDs receive performance-based remuneration or
retirement benefits? No.

Were there any changes in 2014? Following peer analysis
and independent advice, the Board determined that there
would be a 3% increase to fees for NEDs and a 6.5% increase
to the Chairman’s fees in 2014. These increases have been
accommodated within the aggregate fee limit of A$3.75 million
approved by shareholders at the 2014 AGM.

Remuneration Policy

Woodside’s Remuneration Policy for NEDs aims to attract,
retain, motivate and to remunerate fairly and responsibly
having regard to:

the level of fees paid to NEDs relative to other major

Australian companies;

the size and complexity of Woodside’s operations; and

the responsibilities and work requirements of Board

members.

Fees paid to NEDs are recommended by the Human Resources
& Compensation Committee (Committee) based on advice
from external remuneration consultants, and determined by
the Board, subject to an aggregate limit of A$3.75 million per
financial year, which was approved by shareholders at the
2014 AGM.

During the year, the Board sought independent advice regarding
director fee levels among peer companies. Having regard
to the information and recommendations received from its
independent remuneration consultant, and based on comparison
to peers, the Board determined that there would be a 3%
increase to fees for NEDs and a 6.5% increase to the Chairman’s
fees in 2014. These increases have been accommodated within
the aggregate fee limit approved by shareholders.

Table 8 – Summary of contractual provisions for executive KMP

Name

P Coleman
R Cole3

R Edwardes

S Gregory

P Loader

G Roder

L Tremaine

M Utsler

Employing company

Woodside Petroleum Ltd

Woodside Energy Ltd

Contract duration

Unlimited

Woodside Energy Ltd

Fixed Term Contract until 31 December 2016

Woodside Energy Ltd

Unlimited

Fixed Term Contract until 1 July 2018

Woodside Energy Ltd

Fixed Term Contract until 31 August 2017

Woodside Energy Ltd

Unlimited
Fixed Term Contract until 2 December 2018

Termination notice
period company1,2

Termination notice
period executive

12 months

6 months

12 months

6 months

12 months
6 months

6 months

3 months

1. Termination provisions – Woodside may choose to terminate the contract immediately by making a payment in lieu of notice equal to the fixed remuneration the executive would have received

during the ‘Company Notice Period’. In the event of termination for serious misconduct or other nominated circumstances, executives are not entitled to this termination payment. Any
payments made in the event of a company-initiated termination of an executive contract will be consistent with the Corporations Act 2001.

2. On termination of employment, executives will be entitled to the payment of any fixed remuneration calculated up to the termination date, any leave entitlement accrued at the termination

date and any payment or award permitted under the EIP Rules. Executives are restrained from certain activities for specified periods after termination of their employment in order to protect
Woodside’s interests.

3. Mr Cole departed Woodside on 5 December 2014.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnThe Woodside shareholding guideline for NEDs requires NEDs
to hold a minimum holding of 2,000 Woodside shares and NEDs
who have less than the minimum holding are required to direct
25% of net (after tax) fees to the purchase of Woodside shares
until the minimum holding requirement is satisfied. The NEDs
may utilise the Non-Executive Directors’ Share Plan (NEDSP) to
acquire the shares on market at market value. As the shares are
acquired with net fees the shares in the NEDSP are not subject
to any forfeiture conditions.

NED remuneration structure

NEDs remuneration consists of base Board fees and committee
fees, including statutory superannuation contributions or
payments in lieu (currently 9.5%). Other payments may be
made for additional services outside the scope of Board and
committee duties. NEDs do not earn retirement benefits
other than superannuation and are not entitled to any form of
performance-linked remuneration.

Table 9 below shows the annual base Board and committee
fees for NEDs.

In addition to these fees, NEDs are entitled to reimbursement of
reasonable travel, accommodation and other expenses incurred
attending meetings of the Board, committees or shareholders,
or while engaged on Woodside business. NEDs are not entitled
to compensation on termination of their directorships.

Human Resources & Compensation Committee

The Committee assists the Board to determine appropriate
remuneration policies and structures for NEDs and executives.
Further information on the role of the Committee is described in
section 3.4 of the Corporate Governance Statement set out in
this Annual Report on 53 .

Use of remuneration consultants

The Committee directly engages independent external advisers
to provide input to the process of reviewing NED and executive
remuneration. The Committee receives executive remuneration
recommendations directly from external independent
remuneration consultants. Table 10 shows the fees payable to
independent external remuneration consultants during 2014.

Under communications and engagement protocols
adopted by the Company, the market data reports and the
recommendations were provided directly to the Committee
chairman, and the consultants provided a statement to the
Committee that the reports and recommendations had been
prepared free of undue influence from KMP. The Committee
had full oversight of the review process and therefore it, and
the Board, were satisfied that the recommendations made by
Egan Associates were free from undue influence by KMP.

Table 10 – Fees paid to remuneration consultants

Board fees are not paid to the CEO or other Executive Directors,
as the time spent on Board work and the responsibilities
of Board membership are considered in determining the
remuneration package provided as part of the normal
employment conditions.

Remuneration
consultant

Egan Associates

The total remuneration paid to, or in respect of, each NED in
2014 is set out in Table 22 on 76 .

Egan Associates

Services provided

Fees

Market data and remuneration
recommendations
(NED fees)
Market data and remuneration
recommendations
(2015 CEO remuneration)

A$25,410

A$27,720

Table 9 – Annual base Board and committee fees for NEDs

Position

Chairman of the Board1
Non-executive directors2

Committee Chairman

Committee Member

Board
$A
723,3003
212,7003

1. Inclusive of committee work.
2. Board fees paid to non-executive directors, other than the Chairman.
3. Annual fee from 1 July 2014.

Audit & Risk
Committee
$A

Human Resources
& Compensation
Committee
$A

Sustainability
Committee
$A

Nominations
Committee
$A

56,0003
27,9003

47,4003
23,7003

Nil

Reporting notes

Reporting in United States dollars

In this report, the remuneration and benefits reported have
been presented in US dollars, unless otherwise stated.
This is consistent with the change in functional currency of
the company from Australian dollars to US dollars from
1 January 2010.

Compensation for Australian-based employees is paid in
Australian dollars and, for reporting purposes, converted to
US dollars based on the applicable exchange rate at the date of
payment. Valuation of equity awards is converted at the spot
rate applying when the equity award is granted.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCETable 11 – Compensation of executive KMP for the year ended 31 December 2014 and 2013

The following table provides a detailed breakdown of the components of remuneration for each of the executive KMP, calculated
in accordance with accounting standards.

Fixed Annual Reward

Variable Annual Reward

Short Term

Post
employment

Short Term

Share based
payments

s
e
e
f
,
s
e
i
r
a
l
a
S

s
e
c
n
a
w
o

l
l
a
&

&
s
t
fi
e
n
e
B

c
n
i
(
s
e
c
n
a
w
o

l
l
a

1
)
y
r
a
t
e
n
o
m
-
n
o
n

y
n
a
p
m
o
C

o
t
s
n
o
i
t
u
b
i
r
t
n
o
c

n
o
i
t
a
u
n
n
a
r
e
p
u
s

m
r
e
t
-
t
r
o
h
S

2
)
h
s
a
c
(
d
r
a
w
a

3
s
n
a
l
P
e
r
a
h
S

2,174,957

146,653

16,479

2,950,283

3,092,961

2,227,583

194,687

16,516

1,456,904

2,579,669

883,779

807,319

57,569

71,936

479,811

23,836

16,479

16,516

16,479

632,382

334,964

371,151

368,746

338,304

277,773

213,922

16,551

7,949

179,149

161,602

743,085

36,085

484,543

204,099

402,476

24,369

921

101,260

24,028

808,791

10,414

38,224

568,012

346,443

e
c
i
v
r
e
s
g
n
o
L

e
v
a
e
l

76,423

75,147

25,762

25,602

31,428

80,014

17,290

9,432

22,710

797,230

10,845

75,722

336,625

173,707

22,637

681,326

52,779

20,555

676,415

556,717

23,838

720,197

35,137

10,996

310,731

363,868

68,804

n
o
i
t
a
n
m
r
e
T

s
t
fi
e
n
e
b

l
a
t
o
T

n
o
i
t
a
r
e
n
u
m
e
r

8,457,756

6,550,506

1,950,935

1,661,270

1,167,631

659,187

1,485,102

562,486

1,794,594

1,416,766

2,011,630

1,509,733

2,155,419

164,515

e
c
n
a
m
r
o
f
r
e
P

d
e
t
a
l
e
r

1,072,898

34,639

130,274

2,069

758,898

24,729

7,232

26,193

795,782

227,228

21,967

966

24,872

2,007

(859,846)

(107,112)

519,090

361,952

854,144

40,203

17,362

375,466

441,858

54,793

1,783,826

597,749

279,256

765,099

(141,452)

890,113

2,390,765

235,960

37,897

51,840

524,353

(127,990)

436,787

1,158,847

593,284

35,420

122,308

267,259

1,178,326

(82,019)

923,504

3,038,082

Executives

Year

P Coleman,
Chief Executive Officer4

R Edwardes, Executive Vice
President Development5

S Gregory, Senior Vice President
Sustainability and Technology

P Loader, Executive Vice President
Global Exploration6,7

G Roder,
Executive Vice President Business
Development and Growth8

L Tremaine, Executive Vice
President and Chief Financial
Officer

M Utsler,
Chief Operations Officer6,9

R Cole, Executive Director and
Executive Vice President Corporate
and Commercial10

F Ahmed, Executive Vice President
Technology11

P Moore, Executive Vice President
Exploration12

V Santostefano,
Chief Operations Officer13

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

1. Reflects the value of allowances and non- monetary benefits (including travel, health insurance, car parking and any associated fringe benefit tax).

2. The amount represents the short-term incentive earned in the respective year, which is actually paid in the following year.

3. ‘Share plan’ incorporates all equity based plans. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of rights as at their date of grant has been determined
by applying the Black-Scholes option pricing technique or binomial valuation method combined with a Monte Carlo simulation with the exception of Mr Gregory’s 2009 VPRs which are to
be settled in cash as a result of his international secondment. The fair value of rights is amortised over the vesting period, such that ‘total remuneration’ includes a portion of the fair value of
unvested equity compensation during the year. The amount included as remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should
these equity instruments vest.

4. On Mr Coleman’s commencement, 66,004 Woodside Petroleum Limited shares were acquired and held in trust for Mr Coleman. Details were provided under the heading sign-on bonus in

the 2011 Remuneration Report. The proportionate fair value for the shares is included in the Share-based Payments.

5. Mr Edwardes’ 2013 share based payment amortisation expense has been accelerated based on his contract end date of 6 May 2015 and his 2014 share based payment amortisation expense

has been accelerated based on his contract end date of 31 December 2016.

6. As non-residents for Australian tax purposes Mr Loader and Mr Utsler have elected to receive a cash payment in lieu of all superannuation contributions, in accordance with the

Superannuation Guarantee (Administration) Act 1992. The cash payment is subject to (PAYG) income tax and paid as part of their normal monthly salary. The amount is included in salaries,
fees and allowances.

7. Mr Loader’s 2014 share based payment amortisation expenses have been accelerated based on his contract end date of 1 July 2018.

8. Mr Roder’s 2013 and 2014 share based payment amortisation expenses have been accelerated based on his contract end date of 31 August 2017.

9. Mr Utsler’s 2014 share based payment amortisation expense has been accelerated based on his contract end date of 2 December 2018.

10. Mr Cole ceased being KMP on 26 November 2014 and departed Woodside on 5 December 2014. Mr Cole’s Long Service Leave has been adjusted in accordance with the Accounting
Standards to reflect his departure. As required by the Accounting Standards, the figure reported as ‘termination benefits’ for Mr Cole includes the value of accrued statutory leave
entitlements. These are not termination benefits for the purposes of the statutory cap on termination benefits. The ‘termination benefits’ figure also includes payment in lieu of notice.

11. On 31 July 2013, Mr Ahmed departed Woodside. Mr Ahmed’s Long Service Leave has been adjusted in accordance with the Accounting Standards to reflect his departure. As required by
the Accounting Standards, the figure reported as ‘termination benefits’ for Mr Ahmed includes the value of accrued statutory leave entitlements. These are not termination benefits for the
purposes of the statutory cap on termination benefits. The ‘termination benefits’ figure also includes the accelerated costs of a payment in lieu of 11 months’ notice.

12. On 1 August 2013, Mr Moore departed Woodside. Mr Moore’s Long Service Leave has been adjusted in accordance with the Accounting Standards to reflect his departure. As required by
the Accounting Standards, the figure reported as ‘termination benefits’ for Mr Moore includes the value of accrued statutory leave entitlements. These are not termination benefits for the
purposes of the statutory cap on termination benefits. The ‘termination benefits’ figure also includes the accelerated costs of a payment in lieu of nine months’ notice.

13. Mr Santostefano ceased being KMP on 30 November 2013 and departed Woodside on 30 June 2014. Mr Santostefano’s Long Service Leave has been adjusted in accordance with the

Accounting Standards to reflect his departure. As required by the Accounting Standards, the figure reported as ‘termination benefits’ for Mr Santostefano includes salary due in 2014 through
to when Mr Santostefano ceased employment in June and the value of accrued statutory leave entitlements. These are not termination benefits for the purposes of the statutory cap on
termination benefits. The ‘termination benefits’ figure also includes the accelerated costs of a payment in lieu of four months’ notice.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn

Table 12 – Vesting schedule for RTSR-tested VPRs
awarded for the Performance Years 2009 to 2011

Table 13 – LTA Peer Group for Performance Years
2009 to 2011

The table below sets out the relative TSR rankings that are
required for vesting of the VPRs that were granted in respect of
the 2009 to 2011 Performance Years.

Woodside RTSR percentile
position within Peer Group
Less than 50th percentile
Equal to 50th percentile
Equal to 75th percentile

Equal to 100th percentile

Vesting of RTSR-tested VPRs

no vesting
50% vest
100% vest
150% vest (i.e. 50% uplift for
topping LTA Peer Group)

Vesting between these percentile points is on a pro rata basis. While a VPR generally only
confers an entitlement to a single share on vesting (or its cash value), when greater than
100% vesting is achieved additional shares are allocated in respect of each RTSR-tested
VPR to achieve the necessary uplift.

When testing occurs in relation to awards that are subject to an
RTSR hurdle (being the LTA for the 2009 to 2011 Performance
Years and both the STA and LTA for the 2012 to 2014
Performance Years), Woodside’s total shareholder return will
be ranked against the total shareholder returns of the relevant
list of companies set out below. For 2012 to 2014 STA and
LTA awards, it will also be ranked against the total shareholder
returns of the ASX 50.

Apache Corporation
Anadarko Petroleum Corporation
BG Group PLC
CNOOC Limited
Inpex Corporation
Marathon Oil Company
Murphy Oil Corporation
Pioneer Natural Resources Company
Repsol YPF, S.A.
Santos Ltd
Talisman Energy Inc

Table 14 – STA Peer Group and LTA Peer Group
Performance Years 2012 to 2014 –
International Oil and Gas Companies

Apache Corporation
Anadarko Petroleum Corporation
BG Group PLC
ConocoPhillips
ENI S.p.A
Hess Corporation
Inpex Corporation
Marathon Oil Company
Murphy Oil Corporation
Oil Search Limited
Origin Energy Limited
Pioneer Natural Resources Company
Repsol YPF, S.A
Santos Ltd
Statoil ASA
Talisman Energy Inc
Tullow Oil PLC

Table 15 and Table 16 summarise the terms and conditions of the equity instruments granted under the LTA and STA for
Performance Years 2009 to 2014.

Table 15 – Summary of LTA terms for Performance Years 2009 to 2014

Terms and conditions

Allocation Date

2014 VPR
allocation

2013 VPR
allocation

20 February
2015

21 February
2014

Pricing Date

1 January 2014

1 January 2013

2012 VPR
allocation

22 February
2013

7 December
2012

2011 VPR
allocation

1 March 2012

2010 VPR
allocation

25 February
2011

2009 VPR
allocation

5 March 2010

31 December
2011

31 December
2010

31 December
2009

Grant Date

1 January 2014

1 January 2013

1 January 2012

1 January 2011

1 January 2010

1 January 2009

Allocation Price1

A$19.51

A$20.00

A$19.65

A$31.93

A$42.78

A$47.86

Vesting Date2

Retesting Date

20 February
2019

20 February
20203

21 February
2018

21 February
20193

22 February
2017

22 February
20183

1 March 2015

1 March 20164

25 February
2014

25 February
20154

5 March 2013

5 March 20145

1. For allocations made for the years prior to 2012, the allocation price was determined by calculating the Volume Weighted Average Price of Woodside shares for the trading days in the month

of December of the respective Performance Year. For the 2014 Performance Year, the allocation price is the fair value of a variable pay right as at 1 January 2014.

2. Provision is made for accelerated vesting in certain events such as total and permanent disability, death or a change in control of Woodside.

3. Any VPRs that do not vest as a result of the first test will be retested over a five-year performance period.

4. Retesting is applied to the RTSR-tested VPRs if the RTSR threshold is not achieved at the vesting date.

5. 2009 allocation failed the retest in 2014 and this allocation has now lapsed.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCETable 16 – Summary of deferred STA terms for Performance Years 2010 to 2014

Terms and conditions

2014 allocation

2013 allocation

2012 allocation

2011 allocation

2010 allocation

Deferral Instrument

Restricted Shares

Time-tested VPRs

Allocation Date

20 February 2015

21 February 2014

22 February 2013

1 March 2012

25 February 2011

Pricing Date

Grant Date

Volume Weighted
Average Price

Vesting Date1

31 December 2014

31 December 2013

31 December 2012

31 December 2011

31 December 2010

1 January 2014

1 January 2013

1 January 2012

1 January 2011

1 January 2010

A$36.09

A$37.90

A$34.09

A$31.93

A$42.78

20 February 2018

21 February 2017

22 February 2016

1 March 2015

25 February 2014

1. Provision is made for accelerated vesting in certain events such as total and permanent disability, death or a change in control of Woodside.

Table 17 and Table 18 summarise the interests of executive KMP in deferred STA that were granted as VPRs
(for the 2009 to 2011 Performance Years) and Restricted Shares (for the 2012 to 2014 Performance Years).

Table 17 – Summary of executive KMPs’ interests in Time-tested VPRs1

Allocation date

Vesting date2

Awarded but
not vested

Vested in
2014

% of total
vested

Lapsed in
2014

Fair value3 of VPRs by
Performance Year

Name

P Coleman
R Cole4

March 2012

March 2015

14,791

February 2011

February 2014

March 2012

March 2015

6,301

S Gregory5

L Tremaine

February 2011

February 2014

February 2011

February 2014

March 2012

March 2015

4,470

4,302

661

1,924

100

6,301

38.87

38.32

38.87

38.32

38.87

1. For valuation purposes all VPRs are treated as if they will be equity settled. The fair value for the cash settled awards is recalculated at the end of every reporting period.

2. Vesting date and exercise date are the same. Vesting is subject to a three-year service condition. The minimum total value of the grants for future financial years is nil if relevant vesting

conditions are not satisfied. An estimate of the maximum possible total value in future financial years is the fair value as shown above multiplied by the number of
VPRs awarded.

3. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of rights as at their date of grant has been determined by applying the Binomial or Black Scholes option
pricing technique. The fair value of rights is amortised over the vesting period, such that ‘total remuneration’ includes a portion of the fair value of unvested equity compensation during the
year. The amount included as remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should these equity instruments vest.

4. A total of 6,301 Time-tested VPRs were forfeited on Mr Cole’s departure on 5 December 2014.

5. Mr Gregory did not meet the definition of KMP under AASB 124 for years prior to 2013. Previous years comparative figures are not shown.

Table 18 – Summary of executive KMPs’ interests in Restricted Shares

Name
P Coleman

Allocation date
February 2013

Vesting date1
February 2016

Awarded but
not vested
33,720

Vested in
2014

% of total
vested

Lapsed in
2014

Value of Restricted Shares by
Performance Year
30.98

February 2014

February 2017

February 2015

February 2018

19,924

45,334

R Cole2

February 2013

February 2016

R Edwardes

February 2013

February 2016

February 2014

February 2017

February 2014

February 2017

February 2015

February 2018

S Gregory3

February 2014

February 2017

February 2015

February 2018

P Loader

February 2014

February 2017

G Roder

February 2013

February 2016

February 2015

February 2018

February 2014

February 2017

February 2015

February 2018

L Tremaine

February 2013

February 2016

February 2014

February 2017

7,882

5,134

4,710

5,075

9,717

2,566

5,198

1,450

7,445

3,829

4,603

8,728

6,933

4,249

February 2015

February 2018

10,393

M Utsler

February 2014

February 2017

February 2015

February 2018

322

12,228

7,882

5,134

35.18

34.80

30.98

35.18

30.98

35.18

34.80

35.18

34.80

35.18

34.80

30.98

35.18

34.80

30.98

35.18

34.80

35.18

34.80

1. Vesting date and exercise date are the same. Vesting is subject to satisfaction of vesting conditions. The minimum total value of the grants for future financial years is nil if relevant vesting
conditions are not satisfied. An estimate of the maximum possible total value in future financial years is the fair value at grant date multiplied by the number of Restricted Shares awarded.

2. A total of 13,016 Restricted Shares were forfeited on Mr Cole’s departure on 5 December 2014.

3. Mr Gregory did not meet the definition of KMP under AASB 124 for years prior to 2013. Previous years comparative figures are not shown.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn

Table 19 – Summary of executive KMPs’ interests in RTSR-tested VPRs1

The following table summarises the interests of executive KMP in RTSR-tested VPRs that were granted as LTA for the 2009 to 2014
Performance Years.

Name

Allocation date

Final vesting
date2,3

Awarded but not
vested

Vested in
2014

% of total
vested

Lapsed in
2014

Fair value4
of VPRs

P Coleman

March 2012

March 2016

February 2013

February 2018

February 2014

February 2019

February 2015

February 2020

R Cole5

March 2010

March 2014

February 2011

February 2015

March 2012

March 2016

February 2013

February 2018

February 2014

February 2019

R Edwardes

February 2013

February 2018

February 2014

February 2019

February 2015

February 2020

S Gregory6

March 2010

March 2014

February 2014

February 2019

February 2015

February 2020

P Loader

February 2014

February 2019

February 2015

February 2020

G Roder

February 2013

February 2018

L Tremaine

February 2014

February 2019

February 2015

February 2020

March 2010

March 2012

March 2014

March 2016

February 2013

February 2018

February 2014

February 2019

February 2015

February 2020

M Utsler

February 2014

February 2019

February 2015

February 2020

1. For valuation purposes all VPRs are treated as if they will be equity settled.

51,769

150,665

156,940

167,316

6,305

7,526

10,661

19,430

20,010

11,923

19,780

21,078

1,064

10,000

11,276

7,536

16,150

5,774

17,940

18,932

1,641

7,564

14,631

16,560

18,036

1,676

21,219

6,305

7,526

10,661

19,430

20,010

1,064

1,641

21.36

15.90

20.77

17.45

14.82

20.02

21.36

15.90

20.77

15.90

20.77

17.45

14.82

20.77

17.45

20.77

17.45

15.90

20.77

17.45

14.82

21.36

15.90

20.77

17.45

20.77

17.45

2. Vesting date and exercise date are the same. Vesting is subject to satisfaction of vesting conditions. The minimum total value of the grants for future financial years is nil if relevant vesting

conditions are not satisfied. An estimate of the maximum possible total value in future financial years is the fair value at grant date multiplied by the number of VPRs awarded.

3. Vesting date is 5 March 2014 (re-test date) in respect of March 2010 allocations, 25 February 2014 or 25 February 2015 in respect of February 2011 allocations and 1 March 2015 or 1 March
2016 in respect of March 2012 allocations. Vesting date is 22 February 2017 or 22 February 2018 in respect of February 2013 allocations, 21 February 2018 or 21 February 2019 in respect of
February 2014 allocations and 20 February 2019 or 20 February 2020 in respect of the February 2015 allocations.

4. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of rights as at their date of grant has been determined by applying the Binomial or Black Scholes option
pricing technique. The fair value of rights is amortised over the vesting period, such that ‘total remuneration’ includes a portion of the fair value of unvested equity compensation during the
year. The amount included as remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should these equity instruments vest.

5. A total of 57,627 RTSR-tested VPRs were forfeited on Mr Cole’s departure on 5 December 2014.

6. Mr Gregory did not meet the definition of KMP for the years prior to 2013. Comparative figures are not shown.

Table 20 and Table 21 summarise the interests of executive KMP in Equity Rights granted under the WEP and SWEP, respectively.

Table 20 – Summary of executive KMPs’ interests in Equity Rights under the WEP

Name
R Cole

Grant date

30 November 2011

S Gregory2

30 November 2011

1 October 2013

1 October 2014

L Tremaine

30 November 2011

1 October 2012

1 October 2013

1 October 2014

Number of
Equity Rights
granted

Number of
Equity Rights which have
lapsed/forfeited

Number of
Equity Rights which have
vested during 2014

Fair value of Equity
Rights1

1,830

1,370

3,100

2,300

1,830

2,000

3,100

2,300

1,830

1,370

1,830

30.49

30.47

31.26

30.49

31.99

30.47

31.26

1. Vesting date and exercise date are the same. Vesting is subject to a three-year service condition. The fair value of Equity Rights as at their date of grant has been determined by reference
to the share price at acquisition. The fair value of Equity Rights is amortised over the vesting period, such that ‘total remuneration’ includes a portion of the fair value of unvested equity
compensation during the year. The amount included as remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should these equity
instruments vest. The minimum total value in future financial years is nil if relevant vesting conditions are not satisfied. An estimate of the maximum possible total value in future financial
years is the fair value as shown above multiplied by the number of Equity Rights awarded.

2. Mr Gregory did not meet the definition of KMP for the years prior to 2013. Comparative figures are not shown.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCE

Table 21 – Summary of executive KMPs’ interests in Equity Rights under the SWEP

Name
R Cole2

P Loader

L Tremaine

M Utsler

Grant date

1 October 2014

Number of
Equity Rights
granted

Number of
Equity Rights which have
lapsed/forfeited

Number of
Equity Rights which have
vested during 2014

Fair value of Equity
Rights1

14,350

11,960

14,350

31.26

2. A total of 14,350 Equity Rights were forfeited on Mr Cole’s departure on 5 December 2014.

Table 22 – Total remuneration paid to non-executive directors in 2014 and 2013

The following table provides a detailed breakdown of the components of remuneration for each of the company’s
non-executive directors.

Cash salary and fees

Pension super

Salaries, fees and
allowances

Company contributions to
superannuation

632,197

655,144

231,062

243,557

265,694

247,113

256,820

270,387

275,752

289,991

255,854

269,697

234,803

247,512

16,685

59,294

59,782

21,666

22,225

18,440

22,580

23,991

24,609

22,017

22,586

1,275

Total

691,491

714,926

252,728

265,782

284,134

269,693

256,820

270,387

275,752

289,991

279,845

294,306

256,820

270,098

17,960

49,133

4,421

53,554

M A Chaney

M A Cilento

F C Cooper

C Haynes

A Jamieson

D I McEvoy

S Ryan

G Tilbrook1

E Fraunschiel2

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

1. Effective 4 December 2014, Mr Tilbrook was appointed as a non-executive director of Woodside.

2. On 28 February 2013, Mr Fraunschiel retired as a non-executive director of Woodside.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn

Table 23 – KMP shareholdings

The following table summarises the movements in the shareholdings of KMP (including their personally related entities1)for the 2014
financial year.

2014

2013

Name

Opening

holding2 NEDSP3 Acquisition/

(disposal)

Non-executive Directors

M A Chaney

20,000

2,086

860

2,397

5,380

8,040

918

1,100

1,002

1,080

957

88,724

40,983

5,253

4,994

3,829

14,350

M A Cilento

F C Cooper

C Haynes

A Jamieson

D I McEvoy

S Ryan
E Fraunschiel4
G Tilbrook5

Executives

P Coleman
R Cole6

R Edwardes

S Gregory

P Loader

G Roder

L Tremaine

M Utsler
F Ahmed7
P Moore8
V Santostefano9

Net change
–other

Closing
holding

20,000

2,086

1,960

3,399

6,460

8,040

1,875

4,751

19,924

11,266

5,075

927

1,450

4,603

8,003

322

(52,249)

108,648

10,328

5,921

1,450

8,432

22,353

322

Opening

holding2 NEDSP3 Acquisition/

(disposal)

Net change
–other

Closing
holding

860

1,064

1,145

918

20,000

2,086

1,333

4,235

8,040

81,930

55,004

28,502

543

2,300

5,972

6,886

13,149

38,164

(81,930)

(14,556)

(19,984)

(50,676)

33,720

12,481

4,710

2,694

3,829

8,378

7,670

6,835

12,512

20,000

2,086

860

2,397

5,380

8,040

918

88,724

40,983

5,253

4,994

3,829

14,350

1. Personally related entities include a KMP’s spouse, dependants or entities over which they have direct control or significant influence.

2. Opening holding represents amounts carried forward in respect of KMP or amounts held by KMP who commenced during the year.

3. Related to participation in the Non-executive Directors’ Share Plan (NEDSP).

4. Mr Fraunschiel departed Woodside on 28 February 2013.

5. Mr T ilbrook commenced with Woodside on 4 December 2014.

6. Mr Cole departed Woodside on 5 December 2014.

7. Mr Ahmed departed Woodside on 31 July 2013.

8. Mr Moore departed Woodside on 1 August 2013.

9. Mr Santostefano departed Woodside on 30 June 2014.

Table 24 – Executive KMPs’ interests in VPR and ER

The following table summarises the movements in the interests of KMP in VPRs and ERs during the 2014 financial year.

Name

Executives

P Coleman
R Cole1
R Edwardes

S Gregory
P Loader2

G Roder

L Tremaine
M Utsler3
F Ahmed4
P Moore5
V Santostefano6

2014

2013

At 1
January
2014

Allocated
in 2014

Vested in
2014

Net change
–other

At 31
December
2014

At 1
January
2013

Allocated
in 2013

Vested in
2013

Net change
–other

At 31
December
2013

217,225

156,940

56,355

34,360

(6,150)

(84,565)

11,923

18,826

5,774

41,403

19,780

12,300

19,496

17,940

30,820

16,026

(2,031)

(1,064)

(3,754)

(1,677)

374,165

31,703

28,031

19,496

23,714

66,792

16,026

66,560

41,524

12,016

150,665

19,430

11,923

7,747

25,117

33,264

25,688

36,542

5,774

17,731

16,503

10,788

21,359

(4,599)

(937)

(1,445)

(3,692)

(4,269)

(3,786)

(46,075)

(32,207)

(54,115)

217,225

56,355

11,923

18,826

5,774

41,403

1. Mr Cole departed Woodside on 5 December 2014.

2. Mr Loader commenced with Woodside on 1 July 2013.

3. Mr Utsler commenced with Woodside on 2 December 2013.

4. Mr Ahmed departed Woodside on 31 July 2013.

5. Mr Moore departed Woodside on 1 August 2013.

6. Mr Santostefano departed Woodside on 30 June 2014.

WOODSIDE PETROLEUM LTD GOVERNANCEGOVERNANCEDIRECTORS’ REPORT (continued)

Indemnification and insurance of
directors and officers
The company’s constitution requires the
company to indemnify each director,
secretary, executive officer or employee
of the company or its wholly-owned
subsidiaries against liabilities (to the
extent the company is not precluded by
law from doing so) incurred in or arising
out of the conduct of the business of
the company or the discharge of the
duties of any such person. The company
has entered into deeds of indemnity
with each of its directors, secretaries,
certain senior executives, and employees
serving as officers on wholly-owned or
partly-owned companies of Woodside in
terms of the indemnity provided under
the company’s constitution.

From time to time, Woodside engages
its external auditor, Ernst & Young, to
conduct non-statutory audit work and
provide other services in accordance with
Woodside’s External Auditor Guidelines.
The terms of engagement include an
indemnity in favour of Ernst & Young:

against all losses, claims, costs,
expenses, actions, demands,
damages, liabilities or any proceedings
(liabilities) incurred by Ernst & Young
in respect of third party claims arising
from a breach by the Group under the
engagement terms; and

for all liabilities Ernst & Young has to

the Group or any third party as a result
of reliance on information provided by
the Group that is false, misleading or
incomplete.

The company has paid a premium
under a contract insuring each director,
officer, secretary and employee who
is concerned with the management
of the company or its subsidiaries
against liability incurred in that capacity.
Disclosure of the nature of the liability
covered by and the amount of the
premium payable for such insurance is
subject to a confidentiality clause under
the contract of insurance. The company
has not provided any insurance for the
external auditor of the company or a body
corporate related to the external auditor.

Non-audit services and auditor
independence declaration
Details of the amounts paid or payable to
the external auditor of the company, Ernst
& Young, for audit and non-audit services
provided during the year are disclosed in
note 26 to the Financial Report.

Based on advice provided by the Audit
& Risk Committee, the directors are
satisfied that the provision of non-audit
services by the external auditor during

the financial year is compatible with the
general standard of independence for
auditors imposed by the Corporations Act
for the following reasons:
all non-audit services were provided in
accordance with Woodside’s External
Auditor Policy and External Auditor
Guidelines; and

all non-audit services were subject to
the corporate governance processes
adopted by the company and have
been reviewed by the Audit & Risk
Committee to ensure that they do not
affect the integrity or objectivity of the
auditor.

Further information on Woodside’s policy
in relation to the provision of non-audit
services by the auditor is set out in
section 7 of the Corporate Governance
Statement on 58 .

The auditor independence declaration,
as required under section 307C of the
Corporations Act, is set out on this page
and forms part of this report.

Proceedings on behalf of the
company
No proceedings have been brought
on behalf of the company, nor has any
application been made in respect of
the company, under section 237 of the
Corporations Act.

Rounding of amounts
The amounts contained in this report
have been rounded to the nearest million
dollars under the option available to the
company under Australian Securities and
Investments Commission Class Order
98/0100 dated 10 July 1998.

Signed in accordance with a resolution of
the directors.

M A Chaney, AO
Chairman

Perth, Western Australia
18 February 2015

P J Coleman
Chief Executive Officer and
Managing Director

Perth, Western Australia
18 February 2015

Auditor’s Independence
Declaration to the Directors of
Woodside Petroleum Ltd
In relation to our audit of the financial
report of Woodside Petroleum Ltd for the
financial year ended 31 December 2014,
to the best of my knowledge and belief,
there have been no contraventions of
the auditor independence requirements
of the Corporations Act 2001 or any
applicable code of professional conduct.

Ernst & Young

Directors’ relevant interests in
Woodside shares as at date of
report

R J Curtin
Partner

Director

MA Chaney
MA Cilento
PJ Coleman1,2
F Cooper
CM Haynes
A Jamieson
DI McEvoy
SE Ryan
GT Tilbrook

Relevant interest in
shares

Perth, Western Australia
18 February 2015

Liability limited by a scheme approved under
Professional Standards Legislation.

20,000
2,086
108,648
1,960
3,399
6,460
8,040
1,875
7,153

1. Mr Coleman holds variable pay rights under

Woodside’s Executive Incentive Plan, details of
which are set out in the Remuneration Report on
pages 68 to 69.

2. Mr Coleman will be allocated restricted shares
and variable pay rights under Woodside’s
Executive Incentive Plan on 20 February 2015,
as set out in the Remuneration Report on pages
74 to 75.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnOVERVIEW

OPERATIng AnD
FInAnCIAl REVIEW

gOVERnAnCE

FInAnCIAl
REPORT

SHAREHOlDER
InFORMATIOn

2014 FinanciaL
REPORT

Contents

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of cash flows

Consolidated statement of changes in equity

Notes to and forming part of the financial report

1. Summary of significant accounting policies

2. Operating segments

3. Revenue and expenses

4. Taxes

5. Earnings per share

6. Dividends paid and proposed

7. Cash and cash equivalents

8. Receivables

Inventories

10. Exploration and evaluation assets

11. Oil and gas properties

12. Payables

13. Interest-bearing liabilities

14. Tax payable

15. Other liabilities

16. Provisions

17. Contributed equity

18. Other reserves

19. Parent entity information

20. Financial and capital risk management

21. Expenditure commitments

22. Employee benefits

23. Events after the end of the reporting period

24. Related party disclosures

25. Contingent liabilities and contingent assets

26. Auditor remuneration

27. Joint arrangements

28. Associated entities

29. Subsidiaries

30. Corporate information

Directors’ declaration

Independent audit report

101

102

104

105

106

107

109

110

111

112

118

119

125

126

127

128

129

132

133

134

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

Consolidated inCome statement
For the year ended 31 December 2014

Operating revenue
Cost of sales
Gross profit

Other income
Other expenses
Profit before tax and net finance costs

Finance income

Finance costs
Profit before tax

Petroleum resource rent tax benefit
Income tax expense
Profit after tax

Profit attributable to:

Equity holders of the parent
non-controlling interest

Profit for the year

Notes

3(a)
3(b)

3(c)
3(d)

4(a)
4(a)

Basic and diluted earnings per share attributable to equity holders of the parent (US cents)

The accompanying notes form part of the financial report.

2014
US$m

7,435
(2,883)
4,552

44
(924)
3,672

(178)
3,509

88
(1,081)
2,516

2,414
102

2,516

293

2013
US$m

5,926
(2,594)
3,332

41
(835)
2,538

(189)
2,359

224
(769)
1,814

1,749
65

1,814

213

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnConsolidated statement of Comprehensive inCome
For the year ended 31 December 2014

Profit for the year

Other comprehensive income

Items that may be reclassified to profit or loss in subsequent periods:

net change in fair value of available-for-sale financial assets

Items that will not be reclassified to profit or loss in subsequent periods:

Remeasurement (losses)/gains on defined benefit plan

Other comprehensive income for the period, net of tax

Total comprehensive income for the year

Total comprehensive income attributable to:

Equity holders of the parent

non-controlling interest

Total comprehensive income for the year

The accompanying notes form part of the financial report.

2014
US$m

2013
US$m

2,516

1,814

(6)

2,510

1,830

2,408

102

2,510

1,765

1,830

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTConsolidated statement of finanCial position
As at 31 December 2014

Notes

7
8(a)
9(a)

8(b)
9(b)

10(a)
11(a)

4(c)

12
13(a)
14

15(a)
16

13(b)
4(c)

15(b)
16

17(a)
17(b)
18

2014
US$m

3,268
478
247
-
49

4,042

63
12
30
2
1,268
17,534
79
1,052
20,040
24,082

605
629
440
2
76
189
1,941

1,957
1,637
10
123
1,755
5,482
7,423
16,659

6,547
(38)
920
8,395
15,824
835
16,659

2013
US$m

2,223
453
192
4
23

2,895

-
8
32
32
1,063
18,490
80
1,170
20,875
23,770

575
1,177
317
10
30
255
2,364

2,587
1,533
10
114
1,204
5,448
7,812
15,958

6,547
(42)
923
7,797
15,225
733
15,958

Current assets
Cash and cash equivalents
Receivables
Inventories
Other financial assets
Other assets

Total current assets

Non-current assets
Receivables
Inventories
Other financial assets
Other assets
Exploration and evaluation assets
Oil and gas properties
Other plant and equipment
Deferred tax assets
Total non-current assets
Total assets

Current liabilities
Payables
Interest-bearing liabilities
Tax payable
Other financial liabilities
Other liabilities
Provisions
Total current liabilities

Non-current liabilities
Interest-bearing liabilities
Deferred tax liabilities
Other financial liabilities
Other liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets

Equity
Issued and fully paid shares
Shares reserved for employee share plans
Other reserves
Retained earnings
Equity attributable to equity holders of the parent
Non-controlling interest
Total equity

The accompanying notes form part of the financial report.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnConsolidated statement of Cash flows
For the year ended 31 December 2014

Cash flows from/(used in) operating activities
Profit after tax for the year
Adjustments for:
non-cash items

Depreciation and amortisation
Impairment of oil and gas properties and other assets
loss/(gain) on disposal of exploration and evaluation assets
loss/(gain) on disposal of oil and gas properties
Change in fair value of derivative financial instruments
net finance costs
Tax expense
Exploration and evaluation written off
Other

Changes in assets and liabilities

Decrease in trade and other receivables
(Increase)/decrease in inventories
Decrease in provisions
Increase in other assets and liabilities
Increase/(decrease) in trade and other payables

Cash generated from operations

Purchases of shares and payments relating to employee share plans
Interest received
Dividends received
Interest paid
Income tax paid
Petroleum resource rent tax paid
Payments for restoration
Payments for carbon tax
Net cash from operating activities

Cash flows from/(used in) investing activities
Payments for capital and exploration expenditure
Proceeds from disposal of exploration and evaluation assets
Proceeds from disposal of oil and gas properties
Income taxes paid on disposal of exploration and evaluation assets
Net cash used in investing activities

Cash flows from/(used in) financing activities
Repayments of borrowings
Contributions to non-controlling interests
Dividends paid
Net cash used in financing activities

Net increase/(decrease) in cash held
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes
Cash and cash equivalents at the end of the year

The accompanying notes form part of the financial report.

Notes

2014
US$m

2013
US$m

2,516

1,814

1,462
434
13
13
-
163
993
5
68

33
(65)
(18)
21
69
5,707

(55)
14
6
(163)
(550)
(95)
(27)
(52)
4,785

(697)
35
45
-
(617)

(1,184)
(182)
(1,753)
(3,119)

1,049
2,223
(4)
3,268

1,266
387
(13)
(39)
47
179
545
6
39

101
48
(118)
11
(163)
4,110

1
13
4
(186)
(506)
(86)
(4)
(16)
3,330

(710)
17
39
(405)
(1,059)

(583)
(139)
(1,748)
(2,470)

(199)
2,422
-
2,223

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTConsolidated statement of Changes in equity
For the year ended 31 December 2014

y
l
l

u
f
d
n
a
d
e
u
s
s
I

s
e
r
a
h
s
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i
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v
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e
s
e
r
s
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r
a
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S

e
e
y
o
p
m
e
r
o
f

s
n
a
l
p
e
r
a
h
s

Note 17
(a)

Note 17
(b)

s
t
fi
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n
e
b
e
e
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E

e
v
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s
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t

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o
F

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v
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s
e
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m
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v
n

t
e
n
f
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g
d
e
H

r
i
a
f

t
n
e
m
t
s
e
v
n

e
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r
e
s
e
r
e
u
l
a
v

s
g
n
n
r
a
e
d
e
n
i
a
t
e
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f
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s
r
e
d
o
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i
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t
n
e
r
a
p
e
h
t

Note 18 Note 18 Note 18 Note 18

g
n

i
l
l

o
r
t
n
o
c
-
n
o
N

y
t
i
u
q
e
l
a
t
o
T

t
s
e
r
e
t
n

At 1 January 2014

Profit for the year

Other comprehensive income

Total comprehensive income for the year

non-controlling interest

Employee share plan purchases

Employee share plan redemptions

Share-based payments

Dividends paid

US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m

6,547

(42)

164

663

110

(14)

7,797 15,225

733 15,958

(55)

(6)

(59)

2,414

102

2,516

(6)

2,414

2,408

102

2,510

(52)

(55)

(1,764)

(52)

(55)

(1,764)

At 31 December 2014

6,547

(38)

161

663

110

(14)

8,395 15,824

835 16,659

At 1 January 2013

6,547

(44)

101

663

110

(15)

7,786

15,148

679 15,827

Profit for the year

Other comprehensive income

Total comprehensive income for the year

non-controlling interest

Employee share plan purchases

Employee share plan redemptions

Share-based payments

Dividends paid

-
-

(2)

-
15

(4)

-
-

-
1

1,749
-

1,749
16

65
-

1,814
16

1,749

1,765

1,830

(2)

(1,738)

(11)

(2)

(1,738)

At 31 December 2013

6,547

(42)

164

663

110

(14)

7,797 15,225

733 15,958

The accompanying notes form part of the financial report.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOn

1. Summary of significant accounting policies

(a) Basis of preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements
of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian
Accounting Standards Board.

The financial report has been prepared on a historical cost basis, except for derivative financial instruments and certain
other financial assets, which have been measured at fair value.

The financial report is presented in US dollars. The amounts contained in this report have been rounded to the nearest
million dollars under the option available to the group under Australian Securities and Investments Commission Class
Order 98/0100 dated 10 July 1998, unless otherwise stated.

The financial report was authorised for issue in accordance with a resolution of the directors on 18 February 2015.

Woodside Petroleum ltd is a for-profit entity. The nature of the operations and principal activities of the group are
described in the directors’ report.

Except as disclosed below, the accounting policies adopted are consistent with those disclosed in the Annual Financial
Report for the year ended 31 December 2013. Certain comparative information has been reclassified to be presented
on a consistent basis with the current year’s presentation.

Changes in accounting policy and disclosures

The group has adopted all new and amended Australian Accounting Standards and Interpretations effective from
1 January 2014 including:

• AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel

Disclosure Requirements [AASB 124];

• AASB 2012-3 Amendments to Australian Accounting Standards — Offsetting Financial Assets and Financial

Liabilities;

• AASB 2013-3 Amendments to AASB 136 — Recoverable Amount Disclosures for Non-Financial Assets;

• AASB 2013-4 Amendments to AASB 139 — Novation of Derivatives and Continuation of Hedge Accounting;

• AASB 1031 (2013) Materiality;

• AASB 1048 (2013) Interpretation of Standards;

• AASB 2013-9 (part B) Amendments to Australian Accounting Standards - Materiality; and

•

Interpretation 21 Levies.

new and amended Standards and Interpretations did not result in any significant changes to the group’s
accounting policies.

The group has not elected to early adopt any other new or amended Standards or Interpretations that are issued
but not yet effective (refer note 1(ab)).

(b) Statement of compliance

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards,
as issued by the International Accounting Standards Board.

The consolidated financial statements comprise the financial statements of the group and its subsidiaries as at
31 December each year.

Subsidiaries are all those entities over which the group has power over the investee such that the group is able
to direct the relevant activities, has exposure or rights to variable returns from its involvements with the investee
and has the ability to use its power over the investee to affect the amount of the investor’s returns.

Subsidiaries are fully consolidated from the date on which control is obtained by the group and cease to be
consolidated from the date at which control is transferred out of the group.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. At acquisition, the assets,
liabilities and contingent liabilities of a subsidiary are measured at their fair values. Any excess of the cost of acquisition
over the fair values of the identifiable net assets acquired is recognised as goodwill.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies. All intercompany balances and transactions, including unrealised profits and losses
arising from intra-group transactions, have been eliminated in full.

A change in ownership of a subsidiary that does not result in a loss of control is accounted for as an equity transaction.

On loss of control of a subsidiary, all carrying amounts of assets, liabilities and non-controlling interests are
derecognised. Any retained interest in the subsidiary is remeasured to its fair value and a gain or loss is recognised
in the income statement.

Investments in subsidiaries are carried at cost less impairment charges in the separate financial statements of the
parent company. Dividends received from subsidiaries are recorded as other income in the separate income statement
of the parent company and do not impact the recorded cost of investment. The parent company will assess whether
any indicators of impairment of the carrying amount of the investment in the subsidiary exist. Where such indicators
exist, to the extent that the carrying amount of the investment in the subsidiary exceeds its recoverable amount,
an impairment loss is recognised.

non-controlling interests are allocated their share of the net profit after tax in the consolidated income statement, their
share of other comprehensive income, net of tax in the consolidated statement of comprehensive income and are
presented within equity in the consolidated statement of financial position, separately from parent shareholders’ equity.

(d) Revenue

Revenue is recognised and measured at the fair value of consideration received or receivable to the extent that it is
probable that the economic benefits will flow to the group and the revenue can be reliably measured.

Operating revenue
Revenue earned from the sale of oil, gas and condensate produced is recognised when the risks and rewards of
ownership of the products are transferred to the customer. This policy is applied to the group’s different operating
arrangements as follows:

•

revenue earned under a lease or licence conferring ownership rights to production, in which the group has
a working interest with other producers, is recognised in earnings on the basis of the group’s interest in the
relevant lease or licence (entitlements method). Revenue is not reduced for royalties and other taxes payable from
production, except where royalties are payable in kind;

revenue from take or pay contracts is recognised in earnings when the product has been drawn by the customer or
recorded as unearned revenue when not drawn by the customer;

revenue earned under a risk service contract is recognised when the group has a legally enforceable entitlement to
the proceeds;

revenue earned under a production service contract is recognised on the basis of the group’s share of oil, gas or
condensate allocated to the contractor party or parties under the contract;

revenue earned from lng processing services is recognised when the services are rendered; and

revenue earned from sales of third party products (referred to as trading revenue) is recognised when the risks and
rewards of ownership of the products are transferred to the customer.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

(e) Exploration and evaluation

Expenditure on exploration and evaluation is accounted for in accordance with the area of interest method.

The group’s application of the accounting policy for the cost of exploring and of evaluating discoveries is closely aligned
to the US gAAP-based successful efforts method.

Exploration licence acquisition costs are capitalised and subject to half-yearly impairment testing.

All exploration and evaluation expenditure, including general permit activity, geological and geophysical costs and new
venture activity costs, is expensed as incurred except where:

•

the expenditure relates to an exploration discovery that, at the reporting date, has not been recognised as an
area of interest, as an assessment of the existence or otherwise of economically recoverable reserves is not yet
complete; or

• an area of interest is recognised and it is expected that the expenditure will be recouped through successful

exploitation of the area of interest, or alternatively, by its sale.

The costs of drilling exploration wells are initially capitalised pending the results of the well. Costs are expensed where
the well does not result in the successful discovery of economically recoverable hydrocarbons and the recognition of an
area of interest. Areas of interest are recognised at the field level. Subsequent to the recognition of an area of interest,
all further evaluation costs relating to that area of interest are capitalised.

Each potential or recognised area of interest is reviewed half-yearly to determine whether economic quantities of
reserves have been found, or whether further exploration and evaluation work is underway or planned to support the
continued carry forward of capitalised costs.

Upon approval for the commercial development of an area of interest, accumulated expenditure for the area of interest
is transferred to oil and gas properties.

The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful
development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Where a potential impairment is indicated, assessment is performed for each area of interest to which the exploration
and evaluation expenditure is attributed. To the extent that capitalised expenditure is not expected to be recovered it
is charged to the income statement.

In the statement of cash flows, those cash flows associated with capitalised exploration and evaluation expenditure
are classified as cash flows used in investing activities. Exploration and evaluation expenditure expensed is classified as
cash flows used in operating activities.

(f) Oil and gas properties

Oil and gas properties are stated at cost less accumulated depreciation and impairment charges. Oil and gas properties
include construction, installation or completion of production and infrastructure facilities such as pipelines and
platforms, capitalised borrowing costs, transferred exploration and evaluation assets, development wells and the cost
of dismantling and restoration.

Subsequent capital costs, including major maintenance, are included in the asset’s carrying amount only when it is
probable that future economic benefits associated with the item will flow to the group and the cost of the item can
be measured reliably. Otherwise costs are charged to the income statement during the financial year in which they
are incurred.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

(g) Depreciation and amortisation

Oil and gas properties and other plant and equipment are depreciated to their estimated residual values at rates based
on their expected useful lives. The major categories of assets are depreciated as follows:

Category

Method

Estimated useful
lives (years)

Oil and gas properties

land

Buildings

not depreciated

Straight-line over useful life

Transferred exploration and evaluation assets
and offshore plant and equipment

Unit of production basis over proved reserves or
proved plus probable reserves

Onshore plant and equipment

Straight-line over the lesser of useful life and the
life of proved plus probable reserves

Marine vessels and carriers

Straight-line over useful life

Other plant and equipment

Straight-line over useful life

–

24–40

5–50

10–40

5–15

(h)

Impairment of assets

The carrying amounts of all assets, other than inventory, financial assets and deferred tax assets, are assessed half-
yearly to determine whether there is an indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated.

The recoverable amount of an asset is determined as the higher of its value in use and fair value less costs of disposal.
Value in use is determined by estimating future cash flows after taking into account the risks specific to the asset and
discounting them to its present value using a pre-tax discount rate that reflects current market assessment of the time
value of money.

For any asset that does not generate largely independent cash flows, the recoverable amount is determined for the
cash generating unit to which the asset belongs. If the carrying amount of an asset (or cash generating unit) exceeds
its recoverable amount, the asset (or cash generating unit) is written down.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is
increased to the revised estimate of its recoverable amount, but only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.

(i)

Derivative financial instruments and hedge accounting

From time to time, the group uses derivative financial instruments such as swaps, options, futures and forward
contracts to hedge its risks associated with commodity price, interest rate and foreign currency fluctuations.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured to their fair values in line with market fluctuations. The unrealised gain or loss on remeasurement is
immediately recognised in the income statement, except where hedge accounting applies.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

(i)

Derivative financial instruments and hedge accounting (continued)

The fair values of derivative financial instruments that are traded on an active market are based on quoted market prices
at the reporting date. The fair values of financial instruments not traded on an active market are determined using a
valuation technique based on cash flows discounted to present value using current market interest rates.

Hedge accounting
When a derivative is designated as a hedge for accounting purposes, the relationship between the derivative and the
hedged item is documented, as is its risk management objective and strategy for undertaking the hedge transaction.
Also documented is the assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that
are used in hedging transactions have been, and will continue to be, highly effective in offsetting changes in fair values
or cash flows of hedged items.

For the purposes of hedge accounting, hedges are classified and accounted for as follows:

Hedge type and risk

Accounting treatment

Fair value hedge

Exposure to changes in the fair value of
a recognised asset, liability or committed
transaction

Cash flow hedge

Changes in fair value of derivatives that are designated and qualified as
fair value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged risk that are attributable to the asset,
liability or committed transaction.

Exposure to variability in cash flows
associated with a highly probable
forecasted transaction or a committed
foreign currency transaction

The effective portion of changes in the fair value of derivatives is recognised
in other comprehensive income and in the hedging reserve in equity. The
gain or loss relating to any ineffective portion is recognised in the income
statement immediately.

Amounts accumulated in equity are taken to the income statement in the
periods when the hedged item affects income, for instance, when the
forecast sale that is hedged takes place.

Hedge of net investment

Exposure to changes in the net assets of
foreign operations from foreign exchange
movements

The accounting treatment is substantially similar to a cash flow hedge.

gains or losses accumulated in the hedge of net investment reserve in equity
are taken to the income statement on disposal of the foreign operation.

Hedge accounting is discontinued when the hedging instrument expires, is sold or terminated, or when a hedge
no longer meets the criteria for hedge accounting. At that point in time, any cumulative gain or loss on the hedging
instrument recognised in equity remains in equity until the forecasted transaction occurs.

If the forecast transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is
transferred to the income statement.

Embedded derivatives
Derivatives embedded in the group’s contracts, that change the nature of a host contract’s risk and are not clearly
and closely related to the host contract are initially recognised at fair value on the date the contract is entered into.
Subsequent fair value movements of the derivative are recognised in the income statement.

(j)

Provision for restoration

The group records the present value of the estimated cost of legal and constructive obligations to restore operating
locations in the period in which the obligation arises. The nature of restoration activities includes the removal of facilities,
abandonment of wells and restoration of affected areas.

A restoration provision is recognised and updated at different stages of the development and construction of a facility
and then reviewed on an annual basis. When the liability is initially recorded, the estimated cost is capitalised by
increasing the carrying amount of the related exploration and evaluation assets or oil and gas properties.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

(j)

Provision for restoration (continued)

Over time, the liability is increased for the change in the present value based on a pre-tax discount rate appropriate to
the risks inherent in the liability. The unwinding of the discount is recorded as an accretion charge within finance costs.
The carrying amount capitalised in oil and gas properties is depreciated over the useful life of the related asset (refer to
note 1(g)).

Costs incurred that relate to an existing condition caused by past operations and do not have a future economic benefit
are expensed.

(k)

Joint arrangements

Joint arrangements are arrangements of which two or more parties have joint control. Joint control is the contractual
agreed sharing of control of the arrangement which exists only when decisions about the relevant activities require
unanimous consent of the parties sharing control. Joint arrangements are classified as either a joint operation or
joint venture, based on the rights and obligations arising from the contractual obligations between the parties to the
arrangement.

To the extent the joint arrangement provides the group with rights to the individual assets and obligations arising from
the joint arrangement, the arrangement is classified as a joint operation and as such the group recognises its:

• assets, including its share of any assets held jointly;

•

liabilities, including its share of any liabilities incurred jointly;

revenue from the sale of its share of the output arising from the joint operation;

• share of revenue from the sale of the output by the joint operation; and

• expenses, including its share of any expenses incurred jointly.

To the extent the joint arrangement provides the group with rights to the net assets of the arrangement, the investment
is classified as a joint venture and accounted for using the equity method. Under the equity method, the cost of the
investment is adjusted by the post-acquisition changes in the group’s share of the net assets of the venture. Refer to
note 1(r) for further details of the equity method.

(l)

Borrowing costs

Borrowing costs incurred for the acquisition or construction of qualifying assets are capitalised during the period of time
that is required to complete and prepare the asset for its intended use or sale. Assets are considered to be qualifying
assets when this period of time is substantial (usually greater than 12 months).

The interest rate used to determine the amount of borrowing costs to be capitalised is the weighted average effective
interest rate applicable to the group’s outstanding borrowings during the year.

(m) Foreign currency

The functional and presentation currency of Woodside Petroleum ltd and all its subsidiaries is US dollars.

Translation of foreign currency transactions
Transactions in foreign currencies are initially recorded in the functional currency of the transacting entity at the
exchange rates ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies at
the reporting date are translated at the rates of exchange ruling at that date. Exchange differences in the consolidated
financial statements are taken to the income statement, with the exception of differences on foreign currency
borrowings that provide an effective hedge against a net investment in subsidiaries, which are taken directly to the
hedge of net investment reserve until the disposal of the net investment, at which time they are recognised in the
income statement.

Disposal of foreign operations
On disposal of a foreign operation, the proportionate share of exchange differences recognised in the foreign currency
translation reserve relating to the particular foreign operation is recognised in the income statement.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

(n)

Leases

The determination of whether an arrangement is or contains a lease, is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or
assets and the arrangement conveys a right to use the asset.

Assets held under leases that transfer to the group substantially all the risks and rewards of ownership of the leased
asset are classified as finance leases. Finance leases are capitalised at the inception of the lease, at the lower of the fair
value of the leased asset and the present value of the minimum lease payments.

lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve
a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income
statement over the lease term.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease assets are not capitalised and payments are recognised in the income statement as an expense
over the lease term. lease incentives received are recognised in the income statement as an integral part of the
total lease expense.

(o) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and short-term deposits with
an original maturity of three months or less. Cash and cash equivalents are stated at face value in the statement of
financial position.

For the purposes of the statement of cash flows, cash and cash equivalents are reported net of outstanding
bank overdrafts.

(p) Trade and other receivables

Trade and other receivables, including receivables from related parties, are initially recognised at fair value and
subsequently measured at amortised cost less an allowance for uncollectible amounts. Collectability and impairment
are assessed on a regular basis. Subsequent recoveries of amounts previously written off are credited against other
expenses in the income statement.

(q)

Inventories

Inventories include hydrocarbon stocks, consumable supplies and maintenance spares. Inventories are valued at the
lower of cost and net realisable value. Cost is determined on a weighted average basis and includes direct costs and an
appropriate portion of fixed and variable production overheads where applicable. Inventories determined to be obsolete
or damaged are written down to net realisable value.

(r)

Investments in associates

The group’s investments in its associates are accounted for using the equity method of accounting in the consolidated
financial statements. An associate is an entity in which the group has significant influence and is neither a subsidiary
nor a joint arrangement.

The financial statements of associates, prepared for the same reporting period as the group and applying consistent
accounting policies, are used by the group to apply the equity method. The investment in the associate is carried in the
consolidated statement of financial position at cost plus post-acquisition changes in the group’s share of net assets of
the associate less any impairment. The income statement reflects the group’s share of the associate’s after tax profit or
loss from operations.

Where there has been a change recognised directly in the associate’s equity, the group recognises its share of any
changes and discloses this, where applicable, in the consolidated statement of changes in equity.

On loss of significant influence of an associate, any retained investment in the former associate is recognised at its fair
value. A gain or loss, on loss of significant influence, is recognised in the income statement.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

(s)

Employee provisions

Provision is made for employee benefits accumulated as a result of employees rendering services up to the end of the
reporting period. These benefits include wages, salaries, annual leave and long service leave.

liabilities in respect of employees’ services rendered that are not expected to be wholly settled within one year after
the end of the period in which the employees render the related services are recognised as long-term employee
benefits. These liabilities are measured at the present value of the estimated future cash outflow to be made to the
employees using the projected unit credit method. In determining the present value of the estimated future cash
outflow, consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Estimated future payments are discounted using appropriate discount rates. liabilities expected
to be wholly settled within one year after the end of the period in which the employees render the related services
are classified as short-term benefits and are measured at the amount due to be paid.

(t)

Share-based payments

Equity-settled transactions
The group provides benefits to its employees (including key management personnel) in the form of share-based
payments whereby employees render services for shares (equity-settled transactions). The cost of equity-settled
transactions with employees is measured by reference to the fair values of the equity instruments at the date at which
they are granted. The fair value is determined by using a Binomial or Black-Scholes option pricing technique combined
with a Monte Carlo simulation methodology, where relevant. The cost of equity-settled transactions is recognised,
together with a corresponding increase in equity, over the period in which the vesting conditions are fulfilled (the vesting
period), ending on the date on which the relevant employees become fully entitled to the awards (the vesting date).

At each subsequent reporting date until vesting, the cumulative charge to the income statement is the result of:

•

the grant date fair value of the award;

the current best estimate of the number of awards that will vest, taking into account the likelihood of
employee turnover; and

•

the expired portion of the vesting period less amounts charged to capital projects.

The charge to the income statement for the year is the cumulative amount, as calculated above, less the amounts
charged in the previous years. There is a corresponding entry to equity.

Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than
were originally anticipated.

An additional expense is recognised for any modification that increases the total fair value of the share-based payment
arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

Shares in the group reacquired on-market are classified and disclosed as reserved shares and deducted from equity
(refer to note 1(y)). no gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of
the group’s own equity instruments.

Cash-settled transactions
The group provides benefits to employees who have been on international assignment or secondment at any time
during the vesting period in the form of cash-settled share-based payments. Employees render services in exchange
for cash, the amounts of which are determined by reference to the price of the shares of Woodside Petroleum ltd.

The ultimate cost of these cash-settled share-based payments will be equal to the actual cash paid to the employees
which will be the fair value at settlement date. The cumulative cost recognised until settlement is held as a liability.
All changes in the liability are recognised in the income statement for the year.

The fair value of the liability is determined, initially and at each reporting date until it is settled, by using a Binomial
or Black-Scholes option pricing technique combined with a Monte Carlo simulation methodology, where relevant.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

(u)

Financial liabilities

Borrowings are initially recognised at fair value less transaction costs. Borrowings are subsequently carried at amortised
cost, except for those designated in a fair value hedge relationship as described previously. Any difference between
the proceeds received and the redemption amount is recognised in the income statement over the period of the
borrowings using the effective interest method.

Trade and other payables are carried at amortised cost when goods and services are received, whether or not billed to
the group, prior to the end of the financial year.

Dividends payable are recognised when declared by the group.

(v) Tax

Income tax
Income tax expense on the profit or loss for the year comprises current and deferred tax expense.

Current tax expense is the expected tax payable on the taxable income for the year and any adjustment to tax payable
in respect of previous years.

Temporary differences arise between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. Deferred tax expense is determined based on changes in temporary differences.

Deferred tax liabilities are recognised for taxable temporary differences. Deferred tax assets are recognised for
deductible temporary differences, unused tax losses and unused tax credits only if it is probable that sufficient future
taxable income will be available to utilise those temporary differences and losses. Such deferred tax liabilities and
assets are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than
in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit or loss nor the
accounting profit or from investments in subsidiaries, associates and interests in joint ventures. This is to the extent that
the group is able to control the reversal of the temporary difference and the temporary difference is not expected to
reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantially
enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends
to settle its current tax assets and liabilities on a net basis.

Current and deferred tax expenses are recognised in the income statement, except to the extent that they relate to
items recognised directly in equity, in which case they are recognised in equity.

Petroleum Resource Rent Tax (PRRT)
PRRT is considered, for accounting purposes, to be a tax based on income. Accordingly, current and deferred PRRT
expense is measured and disclosed on the same basis as income tax.

Tax consolidation
The parent and its wholly owned Australian controlled entities have elected to enter into tax consolidation, with
Woodside Petroleum ltd as the head entity of the tax consolidated group.

The tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the
members of the tax consolidated group are recognised in the separate financial statements of the members of the
tax consolidated group, using the stand alone approach.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

(w) Goods and Services Tax (GST)

Revenue, expenses and assets are recognised net of gST except where the gST incurred on a purchase of goods
and services is not recoverable from the taxation authority, in which case the gST is recognised as part of the cost
of acquisition of the asset or as part of the expense item.

The net amount of gST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis and the gST component of cash flows arising
from investing and financing activities that is recoverable from, or payable to, the taxation authority is classified as an
operating cash flow.

(x) Royalties and excise duty

Royalties and excise duty under existing regimes are considered to be production-based taxes and are therefore
accrued on the basis of the group’s entitlement to physical production.

(y)

Issued capital

Ordinary shares are classified as equity and recorded at the value of consideration received. The cost of issuing shares
is shown in share capital as a deduction, net of tax, from the proceeds.

Reserved shares
The group’s own equity instruments, which are reacquired for later use in employee share-based payment
arrangements (reserved shares), are deducted from equity. no gain or loss is recognised in the income statement
on the purchase, sale, issue or cancellation of the group’s own equity instruments.

(z) Carbon emissions

Carbon emission units purchased for compliance purposes under the Australian Carbon Pricing Mechanism are
recognised at cost as an intangible asset. Carbon emission units granted by the Australian government are recognised
at nominal value (nil value).

An emissions liability is recognised as a provision when actual emissions exceed the emission units granted by
the Australian government. Any provision recognised is measured at the value of purchased units held, with any
excess measured at the current market value of carbon units at the reporting date. The movement in the provision
is recognised in the income statement.

(aa) Critical accounting estimates, assumptions and judgements

In applying the group’s accounting policies, management continually evaluates judgements, estimates and assumptions
based on experience and other factors including expectations of future events that may have an impact on the group.
All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of
circumstances available to management. Actual results may differ from those judgements, estimates and assumptions.
Significant judgements, estimates and assumptions made by management in the preparation of these financial
statements are outlined below.

Impairment of assets
In determining the recoverable amount of assets, in the absence of quoted market prices, estimates are made
regarding the present value of future cash flows. For oil and gas properties, expected future cash flow estimation is
based on management’s best estimate on the following assumptions: reserves, future production profiles, future
commodity prices, exchange rates and costs. These estimates are subject to risk and uncertainty, and hence changes in
economic conditions can also affect the assumptions used and the rates used to discount future cash flow estimates.
The basis for the estimates used for value-in-use assessments are set out on the following page.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

(aa) Critical accounting estimates, assumptions, and judgements (continued)

Impairment of assets (continued)

Future commodity pricing
•

lng is priced based on the terms set out in the relevant contracts between the Company and its customers.
The majority of lng sales contracts are linked to an oil price marker, accordingly the lng prices used are
consistent with oil price assumptions; and

•

natural gas is priced to the terms set out in the relevant contracts between the Company and its customers.

Discount rates
The Company uses current market information to determine the appropriate discount rate and then adjusts this
position where relevant for other factors including risks specific to the asset or Cash generating Unit (CgU) being
assessed except where such risks have been incorporated in the cash flows.

Operating and Capital costs
Operating and capital cost assumptions are based on the Company’s latest budget, five year plan and project
economic plans consistent with the basis used to estimate a project’s reserves and resources, commercial decision
making and planning. These costs are escalated at the estimated inflation rate and converted to USD using foreign
exchange rate assumptions. For more detail regarding these specific assumptions refer to note 11(b).

In testing for impairment, assets are assessed as the cash generating unit to which it belongs. The cash generating
units assessed are on a field by field basis, apart from north West Shelf which is split into two cash generating units –
oil and gas, and Pluto which is assessed as an individual cash generating unit.

Restoration obligations
The group estimates the future removal costs of offshore oil and gas platforms, production facilities, wells and pipelines
at different stages of the development and construction of assets or facilities. In most instances, removal of assets
occurs many years into the future. This requires judgemental assumptions regarding removal date, future environmental
legislation, the extent of reclamation activities required, the engineering methodology for estimating cost, future
removal technologies in determining the removal cost, and liability specific discount rates to determine the present
value of these cash flows. For more detail regarding the policy in respect of provision for restoration refer to note 1(j).

Reserve estimates
Estimation of reported recoverable quantities of proved and probable reserves include judgemental assumptions
regarding commodity prices, exchange rates, discount rates, and production and transportation costs for future cash
flows. It also requires interpretation of complex geological and geophysical models in order to make an assessment of
the size, shape, depth and quality of reservoirs, and their anticipated recoveries. The economic, geological and technical
factors used to estimate reserves may change from period to period.

Changes in reported reserves can impact assets’ carrying amounts, provision for restoration and recognition of
deferred tax assets due to changes in expected future cash flows. Reserves are integral to the amount of depreciation,
amortisation and impairment charged to the income statement. Reserve estimates are prepared in accordance
with Woodside’s Hydrocarbon Resource Inventory Management Process and guidelines prepared by the Society of
Petroleum Engineers.

Exploration and evaluation
The group’s accounting policy for exploration and evaluation assets is set out in note 1(e). The application of this policy
requires management to make certain estimates and assumptions as to future events and circumstances, in particular,
the assessment of whether economic quantities of reserves have been found. Any such estimates and assumptions
may change as new information becomes available. If, after having capitalised expenditure under the policy, the group
concludes that it is unlikely to recover the expenditure by future exploitation or sale, then the relevant capitalised
amount will be written off to the income statement.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20141. Summary of significant accounting policies (continued)

(ab) New and amended Accounting Standards and Interpretations issued but not yet effective

The following Standards and interpretations have recently been issued or amended but are not yet effective and have
not been adopted by the group as at the financial reporting date.

Title

Application date
of the Standard

Summary

AASB 9 Financial Instruments

Periods beginning
on or after
1 January 2018

A finalised version of AASB 9 which contains accounting requirements for
financial instruments, replacing AASB 139 Financial Instruments: Recognition
and Measurement. The Standard contains requirements in the areas
of classification and measurement, impairment, hedge accounting and
derecognition.

AASB 15 Revenue from
Contracts with Customers

Periods beginning
on or after
1 January 2017

AASB 2014-3 Amendments to
Australian Accounting Standards
– Accounting for Acquisitions of
Interests in Joint Operations

Periods beginning
on or after 1
January 2016

AASB 15 provides a single, principles based five-step model to be applied to
all contracts with customers.

guidance is provided on topics such as the point in which revenue is
recognised, accounting for variable consideration, costs of fulfilling and
obtaining a contract and various related matters. new disclosures about
revenue are also introduced.

This Standard sets out the guidance on the accounting for acquisition of
interests in joint operations in which the activity constitutes a business.

AASB 2010-7 Amendments to
Australian Accounting Standards
arising from AASB 9 (December
2010) [AASB 1, 3, 4, 5, 7, 101,
102, 108, 112, 118, 120, 121, 127,
128, 131, 132, 136, 137, 139,
1023 & 1038 and Interpretations
2, 5, 10, 12, 19 & 127]

AASB 119 - Defined Benefit
Plans: Employee contributions

AASB 2014-3 Clarification
of acceptable methods of
depreciation and amortisation
(amendments to AASB 116 and
AASB 138)

Annual Improvements to IFRSs
2010–2012 Cycle

Periods beginning
on or after 1
January 2015

This Standard makes amendments to other Australian Accounting Standards
and Interpretations arising from the introduction of AASB 9 Financial
Instruments.

Periods beginning
on or after 1 July
2014

This Standard makes amendments relating to the requirement for
contributions from employees or third parties that are linked to service.

Periods beginning
on or after 1
January 2016

This Standard clarifies that a depreciation method that is based on revenue
that is generated by an activity that includes the use of an asset is not
appropriate for property, plant and equipment.

Periods beginning
on or after
1 July 2014

This Standard sets out amendments to International Financial Reporting
Standards (IFRSs) and the related bases for conclusions and guidance made
during the International Accounting Standards Board’s Annual Improvements
process. These amendments have not yet been adopted by the AASB.

Annual Improvements to IFRSs
2011–2013 Cycle

Annual Improvements to IFRSs
2012–2014 Cycle

Periods beginning
on or after
1 July 2014

This Standard provides clarification amendments to IFRS 1, IFRS 3, IFRS 13
and IFRS 40.

This Standard provides clarification amendments to IFRS 5, IFRS 7, IFRS 9
and IFRS 134.

Disclosure Initiative
Amendments to IAS 1

Periods beginning
on or after 1
January 2016

This initiative amends AASB 101 Presentation of Financial Statements to
address perceived impediments to preparers exercising their judgement in
presenting their financial reports by making the following changes:

•

clarification that information should not be obscured by aggregating or by
providing immaterial information;

clarification that the list of line items to be presented in these statements
can be disaggregated and aggregated as relevant; and

additional examples of possible ways of ordering the notes to clarify
that understandability and comparability should be considered when
determining the order of the notes.

The potential effect of these Standards is yet to be fully determined. However, it is not expected that the new
or amended Standards will significantly affect the group’s accounting policies, financial position or performance.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 20142. Operating segments

The group has identified its operating segments based on the internal reports that are reviewed and used by the executive
management team (the chief operating decision makers) in assessing performance and in determining the allocation of
resources. The following operating segments are identified by management based on the nature and geographical location
of the business or venture.

North West Shelf Business Unit
Exploration, evaluation, development, production and sale of liquefied natural gas, pipeline natural gas, condensate, liquefied
petroleum gas and crude oil from the north West Shelf ventures.

Pluto Business Unit
Exploration, evaluation, development, production and sale of liquefied natural gas and condensate in assigned permit areas.

Australia Oil Business Unit
Exploration, evaluation, development, production and sale of crude oil in assigned permit areas including laminaria-Corallina,
Enfield, Vincent and Stybarrow ventures.

Browse Business Unit
Exploration, evaluation and development of liquefied natural gas and condensate in assigned permit areas.

Other
This segment comprises the activities undertaken by Trading and Shipping, United States, Exploration, International, and
Sunrise Business Units.

Unallocated items
Unallocated items comprise non-segmental items of revenue and expenses and associated assets and liabilities not allocated
to operating segments as they are not considered part of the core operations of any segment.

Performance monitoring and evaluation
Management monitors the operating results of the Business Units separately for the purpose of making decisions about
resource allocation and performance assessment. The performance of operating segments is evaluated based on profit before
tax and net finance costs (profit before tax and interest) and is measured in accordance with the group’s accounting policies.

Financing requirements, finance income, finance costs and taxes are managed at a group level.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20142. Operating segments (continued)

(a) Revenue and profit after tax for the year ended 31 December 2014

f
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h
S

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2014
US$m

Revenue
Operating revenue
Cost of sales
Costs of production
Shipping and direct sales costs
Trading costs
Oil and gas properties depreciation and amortisation
Total costs of sales
Gross profit

Other fees and recoveries
Share of associates net profit
Other exchange gain/(loss)
Exploration and evaluation
net defined benefit plan expense
Change in fair value of derivative financial instruments
Depreciation of other plant and equipment
general, administrative and other costs
(loss) on disposal of oil and gas properties
(loss) on disposal of exploration and evaluation assets
Impairment of oil and gas properties
Profit before tax and net finance costs1
Finance income
Finance costs
Profit before tax
Taxes
Profit after tax

2,986

3,440

825

(661)
(47)
-
(314)
(1,022)
1,964

9
4
(1)
(12)
-
-
-
4
(5)
-
(41)
1,922

(195)
(124)
-
(821)
(1,140)
2,300

3
-
1
(2)
-
-
-
8
-
-
-
2,310

(261)
(3)
-
(275)
(539)
286

6
-
-
(24)
-
-
-
(38)
-
-
(393)
(163)

-
-
-
-
-
-

-
-
-
-
-
-
-
-
-
-
-
-

184

7,435

(5)
(1)
(160)
(16)
(182)
2

1
-
-
(268)
-
-
(1)
(35)
(8)
(13)
-
(322)

10
(10)
-
-
-
-

6
-
15
-
(2)
-
(14)
(80)
-
-
-
(75)

(1,112)
(185)
(160)
(1,426)
(2,883)
4,552

25
4
15
(306)
(2)
-
(15)
(141)
(13)
(13)
(434)
3,672
15
(178)
3,509
(993)
2,516

1. The performance of operating segments is evaluated based on profit before tax, finance income and finance costs. Financing requirements, finance income,

finance costs and taxes are managed on a Group basis.

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

2. Operating segments (continued)

(a) Revenue and profit after tax for the year ended 31 December 2013

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h
S

t
s
e

W
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Revenue
Operating revenue
Cost of sales
Costs of production
Shipping and direct sales costs
Oil and gas properties depreciation and amortisation
Total costs of sales
Gross profit

Other fees and recoveries
Share of associates net profit
Other exchange gain/(loss)
Exploration and evaluation
net defined benefit plan expense
Change in fair value of derivative financial instruments
Depreciation of other plant and equipment
general, administrative and other costs
Pluto mitigation and initial start-up costs
gain on disposal of oil and gas properties
gain on disposal of exploration and evaluation assets
Impairment of oil and gas properties
Profit before tax and net finance costs1
Finance income
Finance costs
Profit before tax
Taxes
Profit after tax

2013
US$m

3,230

2,098

519

(718)
(41)
(267)
(1,026)
2,204

15
4
(1)
(17)
-
(37)
-
2
-
-
-
-
2,170

(245)
(88)
(779)
(1,112)
986

-
-
3
12
-
-
-
5
6
-
-
(58)
954

(265)
(1)
(123)
(389)
130

5
-
(3)
(35)
-
-
-
(1)
-
25
-
(275)
(154)

-
-
-
-
-

-
-
(1)
(1)
-
-
-
1
-
-
-
-
(1)

(10)
(4)
(36)
(50)
29

-
-
-
(276)
-
-
-
(19)
-
14
13
(54)
(293)

5,926

(4)
(11)
(2)
(17)
(17)

1
-
18
-
(3)
(10)
(11)
(116)
-
-
-
-
(138)

(1,242)
(145)
(1,207)
(2,594)
3,332

21
4
16
(317)
(3)
(47)
(11)
(128)
6
39
13
(387)
2,538
10
(189)
2,359
(545)
1,814

1. The performance of operating segments is evaluated based on profit before tax, finance income and finance costs. Financing requirements, finance income,

finance costs and taxes are managed on a Group basis.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

2. Operating segments (continued)

(b) Segment assets and liabilities and other segment information

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Segment assets

Segment liabilities

Other segment information

Investment in associates

Additions to oil and gas properties

Additions to exploration and evaluation assets

Additions to other plant and equipment

Segment assets

Segment liabilities

Other segment information

Investment in associates

Additions to oil and gas properties

Additions to exploration and evaluation assets

Additions to other plant and equipment

2014
US$m

4,008 14,046

935

233

485

4,375 24,082

(1,875)

(484)

(842)

(35)

(89)

(4,098)

(7,423)

408

396

163

(2)

135

967

268

2013
US$m

3,931 14,303

1,450

149

451

3,486 23,770

(1,628)

(422)

(577)

(34)

(85)

(5,066)

(7,812)

218

263

591

161

1 Unallocated assets comprise mainly of Group cash and cash equivalents and unallocated liabilities comprise mainly of the Group’s interest bearing liabilities.

Revenue from external customers and non-current assets by geographical locations is detailed below. Revenue is
attributable to geographic location based on the location of the customers.

Australia

Asia

United States
of America

Other

Consolidated

2014
US$m

2013
US$m

2014
US$m

2013
US$m

2014
US$m

2013
US$m

2014
US$m

2013
US$m

2014
US$m

2013
US$m

Revenue from external customers

586

446 6,705 5,377

103

non-current assets1

18,957 19,530

154

7,435 5,926

21 18,988 19,705

1. Non-current assets exclude deferred tax of US$1,052 (2013: US$1,170).

(d) Major customer information

The group has two major customers which account for 19% and 14% of external revenue within the Pluto and north
West Shelf Business Units (2013: two customers; 18% and 12%).

100

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

3. Revenue and expenses

(a) Operating revenue

Revenue from sale of goods
liquefied natural gas
north West Shelf
Pluto

Pipeline natural gas
north West Shelf
United States of America

Condensate

north West Shelf
Pluto

Oil

north West Shelf
laminaria
Enfield
Vincent
Stybarrow
United States of America

liquefied petroleum gas
north West Shelf

Total revenue from sale of goods

Other operating revenue

Processing and services revenue
Trading revenue

Total other operating revenue
Total operating revenue

(b)

Cost of sales

Cost of production

Production costs
Royalties and excise
Carbon costs
Insurance
Inventory movement

Shipping and direct sales costs
Trading costs

Oil and gas properties depreciation and amortisation

land and buildings
Transferred exploration and evaluation
Plant and equipment
Marine vessels and carriers

Total cost of sales
Gross profit

2014
US$m

2013
US$m

1,654
2,909
4,563

376
1
377

568
333
901

308
85
146
511
83
22
1,155

80
80
7,076

198
161
359
7,435

(705)
(400)
(24)
(23)
40
(1,112)

(185)
(160)
(345)

(58)
(46)
(1,315)
(7)
(1,426)
(2,883)
4,552

1,645
1,702
3,347

366
5
371

754
246
1,000

377
99
200
25
195
74
970

88
88
5,776

150
-
150
5,926

(732)
(461)
(36)
(41)
28
(1,242)

(145)
-
(145)

(61)
(42)
(1,099)
(5)
(1,207)
(2,594)
3,332

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

101

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20143. Revenue and expenses (continued)

Other fees and recoveries
Share of associates net profit
Other exchange gain
Total other income

(d) Other expenses

Exploration and evaluation

Exploration expensed in current year
Exploration expensed previously capitalised
Amortisation of licence acquisition costs
Evaluation

Total exploration and evaluation

Other costs

net defined benefit plan expense
Change in fair value of derivative financial instruments
Depreciation of other plant and equipment
general, administrative and other costs
Pluto mitigation and initial start-up costs
(loss)/gain on disposal of oil and gas properties
(loss)/gain on disposal of exploration and evaluation assets
Impairment of oil and gas properties1

Total other costs
Total other expenses
Profit before tax and net finance costs

1. Details regarding impairment of oil and gas properties are contained in Note 11(b).

Taxes

(a)

Tax expense comprises
PRRT

Current tax (benefit)/expense
Deferred tax expense related to movement in deferred tax balances

Income tax

Current tax expense
Over provided in prior years
Deferred tax expense related to movement in deferred tax balances

Total tax expense reported in the income statement

(b)

Reconciliation of tax expense to prima facie tax payable

Profit before tax
PRRT benefit
Profit before income tax

Tax expense calculated at 30%
Tax effect of items which are non-deductible/(assessable)

Research and development
Other

Foreign expenditure not brought to account
Over provided in prior years
Foreign exchange impact on tax expense
Income tax expense

PRRT benefit
Tax expense

102

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

2014
US$m

2013
US$m

25
4
15
44

(269)
(5)
(21)
(11)
(306)

(2)
-
(15)
(141)
-
(13)
(13)
(434)
(618)
(924)
3,672

21
4
16
41

(241)
(4)
(45)
(27)
(317)

(3)
(47)
(11)
(128)
6
39
13
(387)
(518)
(835)
2,538

2014
US$m

2013
US$m

(83)
(5)
(88)

1,018
(11)
74
1,081
993

3,509
88
3,597

1,079

(5)
(15)
63
(11)
(30)
1,081

(88)
993

176
(400)
(224)

521
(11)
259
769
545

2,359
224
2,583

775

(6)
(5)
51
(11)
(35)
769

(224)
545

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

Taxes (continued)

(c)

Deferred tax

As at 1 January

Charged/
(credited)
to income
statement

Charged/
(credited) to
equity

Acquisition/
(disposal)

As at 31
December

US$m

2014

Deferred tax assets
Arising from temporary differences

Foreign jurisdiction
Domestic jurisdiction

Arising from PRRT

Deferred tax liabilities

Arising from temporary differences

Exploration and evaluation assets
Oil and gas properties

Financial instruments
Other liabilities

Provisions
Other

Arising from PRRT

2013
Deferred tax assets
Arising from temporary differences

Foreign jurisdiction
Domestic jurisdiction

Arising from PRRT

Deferred tax liabilities
Arising from temporary differences

Exploration and evaluation assets
Oil and gas properties
Financial instruments
Other liabilities
Provisions
Other

Arising from PRRT

11
-
1,159
1,170

207
1,149

1
128

(432)
(45)
525
1,533

11
-
881
892

184
915
33
36
(427)
(20)
647
1,368

-
-
(107)
(107)

95
272

(2)
55

(189)
(12)
(112)
107

-
-
290
290

23
229
(32)
97
(8)
(31)
(122)
156

(d) Unrecognised deferred tax assets

Tax loss not recognised

Revenue loss

Deductible temporary difference1
Temporary differences associated with investments

-
-
-
-

-
-

-
(3)
-
(3)

-
-
-
-

-
-
-
-
-
6
-
6

(11)
-
-
(11)

-
-

-
-
-
-

-
-
(12)
(12)

-
5
-
(4)
3
(1)
-
3

2014
US$m

287
3,389
5
3,681

-
-
1,052
1,052

302
1,421

(1)
183

(621)
(60)
413
1,637

11
-
1,159
1,170

207
1,149
1
129
(432)
(46)
525
1,533

2013
US$m

259
3,469
4
3,732

Includes a deductible temporary difference of US$3,000 million related to the transition of the North West Shelf Project to the PRRT regime.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

103

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 20144.

Taxes (continued)

(e) Tax losses

At the reporting date the group has unused and unrecognised tax losses of US$867 million (2013: US$774 million) that
are available for offset against future taxable profits.

no deferred tax asset has been recognised in respect of tax losses due to the uncertainty of future profit streams
(2013: nil).

(f)

Tax consolidation

The parent and its wholly owned Australian controlled entities have elected to enter tax consolidation, with Woodside
Petroleum ltd as the head entity of the tax consolidated group. The members of the tax consolidated group are
identified at note 29(a).

Entities within the tax consolidated group have entered into a tax funding arrangement and a tax sharing agreement
with the head entity. Under the terms of the tax funding arrangement, Woodside Petroleum ltd and each of the entities
in the tax consolidated group have agreed to make a tax equivalent payment to or from the head entity calculated on
a stand alone basis based on the current tax liability or current tax asset of the entity. Such amounts are reflected in
amounts receivable from, or payable to, other entities in the tax consolidated group.

The tax sharing agreement entered into between members of the tax consolidated group provides for the
determination of the allocation of income tax liabilities between the entities, should the head entity default on its tax
payment obligations. no amounts have been recognised in the financial statements in respect of this agreement as
payment of any amounts under the tax sharing agreement is considered remote.

5. Earnings per share

Profit attributable to equity holders of the parent (US$m)
Weighted average number of shares on issue
Basic and diluted earnings per share (US cents)1

2014

2013

2,414

1,749

822,771,118

822,983,715

293

213

1. Earnings per share is calculated by dividing net profit for the year attributable to ordinary equity holders of the parents by the weighted average number of ordinary shares
outstanding during the year. The weighted average number of shares makes allowance for shares reserved for employee share plans. Diluted earnings per share is not
significantly different from basic earnings per share.

There have been no transactions involving ordinary shares between the reporting date and the date of completion of this
financial report.

6. Dividends paid and proposed

(a)

Dividends paid during the financial year

Prior year fully franked final dividend US$1.03, paid on 26 March 2014
(2013: US$0.65, paid on 3 April 2013)
Fully franked special dividend: nil (2013: US$0.63, paid on 29 May 2013)
Current year fully franked interim dividend US$1.11, paid 24 September 2014
(2013: US$0.83, paid on 25 September 2013)

2014
US$m

2013
US$m

849
-

915
1,764

536
518

684
1,738

(b) Dividend declared (not recorded as liability)

Final dividend US$1.44 to be paid on 25 March 2015 (2013: US$1.03, paid on 26 March 2014)

1,186

849

Dividend per share in respect of financial year

2014
(US cents)

2013
(US cents)

255

249

104

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

6. Dividends paid and proposed (continued)

(c)

Franking credit balance

2014
US$m

2013
US$m

Franking credits available for the subsequent periods

2,257

2,545

Cash and cash equivalents

Components of cash and cash equivalents
Cash at bank
Money market deposits
Total cash and cash equivalents1

1. Reconciles to statement of cash flows.

8. Receivables

(a)

Receivables (current)

Trade receivables1
Other receivables2
Dividend receivable3
Interest receivable3

(b)

Receivables (non-current)

loans receivable4

1. Denominated in a mixture of Australian dollars and US dollars, interest free and settlement terms between 7 and 30 days.

2. Other receivables are interest-free with various maturities.

3. Dividends and interest receivables are receivable within 30 days of period end.

4. Loans are receivable from non-controlling interests.

Inventories

(a)

Inventories (current)

Petroleum products
goods in transit
Finished stocks

Warehouse stores and materials (at cost)

(b)

Inventories (non-current)

2014
US$m

126
3,142
3,268

2013
US$m

132
2,091
2,223

2014
US$m

2013
US$m

300
174
3
1
478

63
63

284
167
2
-
453

-
-

2014
US$m

2013
US$m

67
86
94

247

32
81
79

192

Warehouse stores and materials (at cost)

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

105

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201410. Exploration and evaluation assets

(a)

Reconciliations of the carrying amounts of exploration and evaluation assets

Carrying amount at 1 January
Additions
Disposals at written down value
Amortisation of licence acquisition costs
Expensed (previously capitalised):

Exploration
Evaluation

Transferred exploration and evaluation
Carrying amount as at 31 December

(b)

Carrying amounts of exploration and evaluation assets

Regions
Australasia

Carnarvon basin
Browse basin
Outer Canning basin
Bonaparte basin

Asia

Myanmar

Africa

Morocco
gabon
The Americas

Peru
gulf of Mexico

Europe

Ireland
Canary Islands

1. Carrying amounts relating to Outer Canning basin have been reclassified from the Carnavon basin in 2013.

2014
US$m

2013
US$m

1,063
268
(17)
(21)

(5)
-
(20)
1,268

783
247
37
164

10
3

4
-

1,120
161
(34)
(45)

(4)
(2)
(133)
1,063

686
162
71
161

-
-

-
31

7
3
1,268

-
-
1,063

106

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201411. Oil and gas properties

(a) Oil and gas properties

Land and
buildings

Transferred
exploration
and evaluation

Plant and
equipment

Marine
vessels and
carriers

Projects in
developments

US$m

Year ended 31 December 2014

Carrying amount at 1 January 2014

712

474

16,620

115

Additions1

Disposals at written down value

Depreciation and amortisation

Impairment loss

Completions and transfers
Carrying amount at 31 December 2014

(2)

(59)

1
652

(9)

(45)

-
420

534

(72)

(1,315)

(434)

228
15,561

At 31 December 2014

Historical cost
Accumulated depreciation and
impairment
Net carrying amount

Year ended 31 December 2013

1,091

801

24,485

(439)
652

(388)
413

(8,917)
15,568

(7)

27
135

400

(265)
135

Carrying amount at 1 January 2013

785

522

16,825

120

Additions

Disposals at written down value

Depreciation and amortisation

Impairment loss

Completions and transfers

Carrying amount at 31 December 2013

(61)

(12)

712

(1)

(42)

(4)

(1)

474

167

(14)

(1,099)

(325)

1,066

16,620

At 31 December 2013

Historical cost
Accumulated depreciation and
impairment
net carrying amount

1,100

835

24,110

(388)
712

(361)
474

(7,490)
16,620

(5)

115

373

(258)
115

Total

US$m

18,490

967

(83)

(1,426)

(434)

20
17,534

569

433

(236)
766

824

27,601

(58)
766

(10,067)
17,534

1,123

424

(58)

(920)

569

19,375

591

(15)

(1,207)

(387)

133

18,490

627

27,045

(58)
569

(8,555)
18,490

1. Borrowing costs capitalised in oil and gas properties during the year were US$13 million (2013: US$29 million) at a weighted average interest rate of 4.1%

(2013: 4.5%).

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

107

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201411. Oil and gas properties (continued)

(b)

Impairment of oil and gas properties

At 31 December 2014 the group assessed each cash generating unit to determine whether an indicator of impairment
existed. Indicators of impairment include changes in future selling prices, future costs and reserves. As a result, the
recoverable amounts of the cash generating units and some specific oil and gas assets were formally estimated,
resulting in an impairment loss of US$434 million (2013: US$387 million) being recognised for the year.

The following assumptions were used in the assessment of the cash generating units’ recoverable amounts:

• Discount rate – a range of pre-tax discount rates have been applied between 12% to 13% (2013: 12% to 13%);

• Oil price – as a result of the oil price volatility experienced late in 2014, the 2014 impairment calculations have
adopted an oil price based on the forward curve price at the date of assessment for 5 years then reverting to
US$85/bbl (real 2014). Prices are adjusted based on premiums and discounts applied to the oil price marker based
on the nature and quality of the product produced at the field; and

•

Inflation rate – an inflation rate of 2.5% has been applied (2013: 2.5%).

• Foreign exchange rates – based on the forward exchange rates at the date of assessment of 5 years then reverting

to $0.90 AUD:USD.

Asset class

d
n
a
t
n
a
l
p

,
y
t
r
e
p
o
r
P

t
n
e
m
p
u
q
e

d
n
a
s
l
e
s
s
e
v
e
n
i
r
a
M

s
r
e
i
r
r
a
c

t
n
e
m
p
o
l
e
v
e
d

i
s
t
c
e
j
o
r
P

(US$m)
179
60
64
90
41

(US$m)
-
-
-
-
-

d
n
a
n
o
i
t
a
r
o
p
x
e

d
e
r
r
e
f
s
n
a
r
T

n
o
i
t
a
u
l
a
v
e

(US$m)
-
-
-
-
-

l
a
t
o
T

(US$m)
179
60
64
90
41
434

Cash generating unit (CGU)

Segment

d
n
a
d
n
a
Description L

s
g
n
d

l
i

u
b

Australia Oil BU
Australia Oil BU
Australia Oil BU
Australia Oil BU
nWS BU

Oil field
Oil field
Oil field
Oil field
Oil field

(US$m)
-
-
-
-
-

2014
Enfield
Stybarrow
laminaria-Corallina
Vincent
nWS oil

2013
Enfield
Stybarrow
laminaria-Corallina

Pluto

neptune

Australia Oil BU
Australia Oil BU
Australia Oil BU

Pluto BU

USA BU

Oil field
Oil field
Oil field
Studies and
developments
Oil field

-
-
-

154
87
34

-
-
-

154
87
34

54
387

An impairment charge of US$434 million (2013: US$387 million) was recognised following an assessment of the
expected future production, an increase in the carrying amount associated with the revised restoration costs estimate
and decline in forward commodity prices.

Sensitivity analysis
It is estimated that changes in the key assumptions would result in an additional prima facie impairment for only the
following CgUs in 2014:

Cash Generating Unit (CGU)
nWS oil
Vincent
Enfield
laminaria Corallina

Discount rate:
increase 1%
20
18
2
1

Sensitivity
Long term oil price
reduction of US$5 (real)
19
25
3
-

FX long term increase
of US$0.05
11
18
8
-

108

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

12. Payables

(a)

Payables

Trade payables1
Other payables1
loan payables
Interest payables2

1. Trade and other payables are interest-free and normally settled on 30 day terms.

2. Details regarding interest-bearing liabilities are contained in Note 20(e).

13.

Interest-bearing liabilities

(a)

Interest-bearing liabilities (current)1

Bonds
Debt facilities

(b)

Interest-bearing liabilities (non-current)1

Bonds
Debt facilities

1. Details regarding interest-bearing liabilities are contained in Note 20(e).

14. Tax payable

PRRT payable
Income tax payable

15. Other liabilities

(a) Other liabilities (current)

Unearned revenue
gas purchase commitments

(b) Other liabilities (non-current)

Unearned revenue
gas purchase commitments
Defined benefit superannuation plan

2014
US$m

2013
US$m

286
295
-
24
605

216
253
66
40
575

2014
US$m

2013
US$m

-
629
629

1,292
665
1,957

2014
US$m

28
412
440

1,100
77
1,177

1,289
1,298
2,587

2013
US$m

206
111
317

2014
US$m

2013
US$m

73
3
76

97
12
14
123

27
3
30

109
14
(9)
114

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

109

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201416. Provisions

Year ended 31 December 2014

At 1 January 2014

Change in provision

Unwinding of present value discount

At 31 December 2014

Current

non-current

Year ended 31 December 2013

At 1 January 2013

Change in provision

Unwinding of present value discount

At 31 December 2013

Current

non-current

Restoration
of operating
locations1

Employee
benefits2

Other

Total

US$m

1,191

499

1,724

1,720
1,724

1,038

128

1,191

1,167
1,191

176

(4)

172

138

34
172

200

(24)

176

139

37
176

(44)

1
48

1,459

451

1,944

189

1,755
1,944

169

1,407

(77)

-
92

1,459

255

1,204
1,459

1. Details regarding restoration of operating locations are contained in Note 1(j) and Note 1(aa).

2. Details regarding employee benefits are contained in Note 1(s) and Note 22.

17. Contributed equity

(a)

Issued and fully paid shares

2014
US$m

2013
US$m

823,910,657 (2013: 823,910,657) ordinary shares1

6,547

(b)

Shares reserved for employee share plans

937,442 (2013: 902,040) ordinary shares

(38)

(42)

1. All shares are a single class with equal rights to dividends, capital distributions and voting. The company does not have authorised capital nor par value in respect

of its issued shares.

110

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201418. Other reserves

Year ended 31 December 2014

At 1 January 2014

Share-based payments

Share plan redemptions

Available-for-sale financial assets

Defined benefits remeasurements

At 31 December 2014

Year end 31 December 2013

At 1 January 2013

Share-based payments

Share plan redemptions

Available-for-sale financial assets

Defined benefits remeasurements

At 31 December 2013

Nature and purpose of reserves

Employee
benefits
reserve

Foreign
currency
translation
reserve

Hedge of net
investment
reserve

Investment
fair value
reserve

Total

US$m

164

(59)

(6)

161

101

(4)

164

663

110

(14)

663

110

(14)

663

110

663

110

(15)

(14)

923

(59)

(6)

920

859

(4)

923

Employee benefits reserve
Used to record share-based payments associated with the employee share plans and remeasurement adjustments relating to
the defined benefit plan.

Foreign currency translation reserve
Used to record foreign exchange differences arising from the translation of the financial statements of foreign entities from
their functional currency to the group’s presentation currency.

Hedge of net investment reserve
Used to record gains and losses on hedges of net investments in foreign operations.

Investment fair value reserve
Used to record changes in the fair value of the group’s available-for-sale financial assets.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

111

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201419. Parent entity information

Information relating to Woodside Petroleum Ltd
Current assets
non-current assets
Current liabilities
non-current liabilities
Net assets

Issued and fully paid shares
Share reserved for employee share plans
Employee benefits reserves
Foreign currency translation reserve
Retained earnings
Total shareholders’ equity

Profit of the parent entity
Total comprehensive income of the parent entity

Guarantees

2014
US$m

128
7,512
(271)
(355)
7,014

6,547
(38)
121
303
81
7,014

1,842
1,842

2013
US$m

62
7,444
(51)
(530)
6,925

6,547
(42)
115
303
2
6,925

1,760
1,760

Woodside Petroleum ltd and Woodside Energy ltd (a subsidiary company) are parties to a Deed of Cross guarantee as
disclosed in note 29(b). The effect of the Deed is that Woodside Petroleum ltd has guaranteed to pay any deficiency in the
event of winding up of the subsidiary company under certain provisions of the Corporations Act 2001. The subsidiary company
has also given a similar guarantee in the event that Woodside Petroleum ltd is wound up.

Woodside Petroleum ltd has guaranteed the discharge by a subsidiary company of its financial obligations under debt facilities
disclosed in note 20(e).

20. Financial and capital risk management

(a) Financial risk management objectives and policies

The group’s principal financial instruments, other than derivatives, comprise interest-bearing debt, cash and short-term
deposits. Other financial instruments include trade receivables and trade payables, which arise directly from operations.

Market (including foreign exchange, commodity price and interest rate risk), liquidity and credit risks arise in the normal
course of the group’s business. Primary responsibility for identification and control of financial risk rests with a central
treasury department (Treasury) under directives approved by the Board.

The group’s management of financial risk is aimed at ensuring net cash flows are sufficient to:

• meet all its financial commitments as and when they fall due;

• maintain the capacity to fund its committed project developments;

• pay a reasonable dividend; and

• maintain a long-term credit rating of not less than “investment grade”.

The group monitors and tests its forecast financial position against these criteria and, in general, will undertake hedging
activity only when necessary to ensure that these objectives are achieved. Other circumstances that may lead to
hedging activities include the management of exposures relating to trading activities, the purchase of reserves and the
underpinning of the economics of a new project.

It is, and has been throughout the period, the group Treasury policy that no speculative trading in financial instruments
shall be undertaken. The group’s forecast financial risk position with respect to key financial objectives and compliance
with Treasury policy is regularly reported to the Board. The Audit & Risk Committee oversees the internal auditor review
of the treasury function.

112

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201420. Financial and capital risk management (continued)

(b) Market risk

(i)

Foreign exchange risk
Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency
that is not the functional currency in which they are measured. The functional currency of all entities with the
group is US dollars.

Currency exposure relates to transactions and balances in currencies other than US dollars. The majority of the
operations’ revenue is denominated in US dollars whereas the majority of operating expenditure and capital
expenditure is incurred in currencies other than US dollars (including Australian dollars). As a result, most
operations within the group are exposed to foreign currency risk arising from costs denominated in Australian
dollars. Monetary items denominated in currencies other than the functional currency are translated into US dollar
equivalents and any associated gain or loss is taken to the income statement.

Measuring the exposure to foreign exchange risk is achieved by regularly monitoring and performing sensitivity
analysis on the group’s financial position. Currently there are no foreign exchange hedge programs in place.
group Treasury manages the purchase of foreign currency to meet operational requirements.

The following table shows financial instruments by currency. The group is principally exposed to foreign exchange
risk on those financial instruments denominated in Australian dollars.

2014

2013

Total
USD
US$m US$m US$m US$m US$m US$m US$m US$m

Other

Total

AUD

USD

Financial assets
Cash
Receivables
Other financial assets

Financial liabilities
Payables
Interest-bearing liabilities 1
Other financial liabilities

1. Excludes transaction costs.

3,170
461
28
3,659

195
2,600
10
2,805

91
79
2
172

396
-
2
398

7
1
-
8

3,268
541
30
3,839

2,147
344
28
2,519

14
-
-
14

605
2,600
12
3,217

168
3,783
17
3,968

65
110
8
183

373
-
3
376

11
(1)
-
10

2,223
453
36
2,712

34
-
-
34

575
3,783
20
4,378

The following table summarises the sensitivity of the balance of financial instruments held at the reporting date to
movement in the exchange rate of the US dollar to the Australian dollar, with all other variables held constant. The
10% sensitivity is based on reasonably possible changes, over a financial year, using the observed range of actual
historical rates for the preceding five-year period.

Judgements of reasonably possible movements

US$:A$ +10% (2013: +11%)

US$:A$ -10% (2013: -11%)

(ii) Commodity price risk

Post tax profits
(decrease)/increase

Other comprehensive income
(decrease)/increase

2014
US$m

(18)

2013
US$m

(17)

2014
US$m

2013
US$m

The group’s revenue is exposed to commodity price fluctuations, in particular oil and gas prices. As at reporting
date, the group had no financial instruments with material exposure to commodity price risk.

group Treasury measures exposure to commodity price risk by monitoring and stress testing the group’s forecast
financial position to sustained periods of low oil and gas prices. This analysis is regularly performed on the group’s
portfolio and, as required, for discrete projects and acquisitions.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

113

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201420. Financial and capital risk management (continued)

(b) Market risk (continued)

(iii)

Interest rate risk
Interest rate risk is the risk that the group’s financial position will fluctuate due to changes in market interest
rates. The group’s exposure to the risk of changes in market interest rates relates primarily to financial
instruments with floating interest rates including long-term debt obligations and cash and short-term deposits.

The group aims to manage its interest rate risk by maintaining an appropriate mix of fixed and floating rate
debt. To manage the ratio of fixed rate debt to floating rate debt, the group may enter into interest rate swaps.
Derivatives are entered into against specific rate exposures only, as disclosed in note 20(f). no hedging programs
were placed during 2014 (2013: nil).

Cash and short-term deposits are short-term in nature and are therefore monitored by group Treasury to achieve
the optimal outcome.

At reporting date, the group had the following mix of financial assets and liabilities exposed to various benchmark
interest rates that were not designated in cash flow hedges:

Financial assets
Cash and cash equivalents

Financial liabilities
Interest-bearing liabilities 1

1. Excludes transaction costs.

2014
US$m

2013
US$m

3,268

2,223

(1,300)

(1,383)

The following table summarises the sensitivity of the balance of financial instruments held at the reporting date,
following a movement in the london Interbank Offered Rate (lIBOR), with all other variables held constant.
The lIBOR +1.0%/-0.36% sensitivity is based on reasonably possible changes, over a financial year, using the
observed range of actual historical rates for the preceding five-year period, bound by a lower limit of 0%.

Post tax profits
(decrease)/increase

Other comprehensive income
(decrease)/increase

2014
US$m

2013
US$m

2014
US$m

2013
US$m

Judgements of reasonably possible movements
lIBOR +1.0% (2013: +1.0%)
lIBOR -0.36% (2013: -0.35%)

17
(6)

10
(4)

-
-

114

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201420. Financial and capital risk management (continued)

liquidity risk arises from financial liabilities of the group and the group’s subsequent ability to meet its obligations to
repay financial liabilities as and when they fall due.

The liquidity position of the group is managed to ensure sufficient liquid funds are available to meet its financial
commitments in a timely and cost-effective manner.

group Treasury continually reviews the group’s liquidity position including cash flow forecasts to determine the forecast
liquidity position and maintain appropriate liquidity levels. At 31 December 2014, the group has a total of US$6,818
million available undrawn facilities and cash at its disposal. Financing facilities available to the group are disclosed in
note 20(e). Refer to note 20(g) for details of the repayment obligations in respect of the amount of drawn facilities.

2014
Payables maturity analysis

2013
Payables maturity analysis

< 30 days 30 - 60 days > 60 days
US$m

US$m

Trade payables
Other payables
loan payables
Interest payable
Total payables

(d) Credit risk

149
294
-
2
445

-
-
-
-
-

137
-
-
23
160

Total
US$m

286
294
-
25
605

< 30 days 30 - 60 days > 60 days
US$m

US$m

139
253
-
2
394

76
-
-
-
76

1
-
66
38
105

Total
US$m

216
253
66
40
575

Credit risk is the risk that a contracting entity will not complete its obligation under a financial instrument, resulting in
a financial loss to the group. Credit risk arises from the financial assets of the group, which comprise trade and other
receivables and deposits with banks and financial institutions.

The group manages its credit risk on trade receivables and financial instruments by predominantly dealing with
counterparties with an investment grade credit rating. Customers who wish to trade on unsecured credit terms are
subject to credit verification procedures. Receivable balances are monitored on an ongoing basis. As a result, the
group’s exposure to bad debts is not significant. The group’s maximum credit risk is limited to the carrying amount of
its financial assets. The amounts held with these institutions are within the counterparty limits as approved by the Chief
Financial Officer and the Board approved group Treasury Policy.

2014
Receivables maturity analysis

2013
Receivables maturity analysis

< 30 days 30 - 60 days > 60 days
US$m

US$m

Trade receivables
Other receivables
Dividends receivable

loans receivable
Interest receivable
Total receivables

300
167
1

-
1
469

-
3
-

-
-
3

-
4
2

63
-
69

Total
US$m

300
174
3

63
1
541

< 30 days 30 - 60 days > 60 days
US$m

US$m

284
166
2

-
-
452

-
-
-

-
1
-

-
-
1

Total
US$m

284
167
2

-
-
453

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

115

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201420.

Financial and capital risk management (continued)

(e)

Financing facilities

364-day revolving credit facilities

The group has one dual currency (US and Australian dollars) 364-day revolving credit facility totalling US$50 million.
Interest rates are based on lIBOR and are fixed at the commencement of the drawdown period. Interest is paid at the
end of the drawdown period. The 364-day revolving credit facility is subject to various covenants and a negative pledge
restricting future secured borrowings, subject to a number of permitted lien exceptions. neither the covenants nor the
negative pledges have been breached at any time during the reporting year.

Bi-lateral loan facilities

The group has 12 bi-lateral loan facilities totalling US$950 million. Details of bi-lateral loan facilities at the reporting date
are as follows:

Number of facilities

Term (years)

6
2
1
1
1
1

5
5
5
4
3
4

Currency

AUD, USD
Multiple
USD
AUD, USD
AUD, USD
USD

Extension option

Evergreen
Evergreen
not evergreen
Evergreen
Evergreen
Evergreen

Interest rates are based on lIBOR and are fixed at the commencement of the drawdown period. Interest is paid at
the end of the drawdown period. Evergreen facilities may be extended continually by a year subject to the bank’s
agreement. The bi-lateral loan facilities are subject to various covenants and a negative pledge restricting future secured
borrowings, subject to a number of permitted lien exceptions. neither the covenants nor the negative pledges have
been breached at any time during the reporting year.

Bridging facilities

The group entered into five 12-month bridging facilities in December 2014 totalling US$2,000 million. Interest rates
are based on lIBOR and are fixed at the commencement of the drawdown period. Interest is paid at the end of the
drawdown period. The bridging facilities are subject to various covenants and a negative pledge restricting future
secured borrowings, subject to a number of permitted lien exceptions. neither the covenants nor the negative pledges
have been breached at any time during the reporting year.

Bonds
The group has two unsecured bonds issued in the United States of America as defined in Rule 144A of the
US Securities Act as set out below:

•

the 2019 US$600 million bond has a fixed rate coupon of 8.75% p.a. and matures on 1 March 2019; and

the 2021 US$700 million bond has a fixed rate coupon of 4.60% p.a. and matures on 10 May 2021.

Interest on the bonds is payable semi-annually in arrears. The bonds are subject to various covenants and a negative
pledge restricting future secured borrowings, subject to a number of permitted lien exceptions. neither the covenants
nor the negative pledges have been breached at any time during the reporting year.

116

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201420. Financial and capital risk management (continued)

(e)

Financing facilities (continued)

Japan Bank for International Cooperation (JBIC) Facility

On 24 June 2008, the group entered into a committed loan facility totalling US$1,500 million (JBIC Facility). The
JBIC facility comprises a 15-year, US$1,000 million tranche with JBIC (JBIC Tranche), and a five-year, US$500 million
commercial tranche with a syndicate of eight Australian and international banks arranged by the Bank of Tokyo-
Mitsubishi UFFJ, ltd (Commercial Tranche). The Commercial Tranche has subsequently been repaid, with the final
payment made on 28 February 2013. There is a prepayment option for the JBIC Tranche. Interest rates are based on
lIBOR. Interest is payable semi-annually in arrears and the principal amortises on a straight-line basis, with equal
instalments of principal due on each interest payment date (every six months) starting on 7 January 2012. Under the
JBIC facility, 90% of the receivables from designated Pluto lng Project Sale and Purchase Agreements, are secured
in favour of the lenders through a trust structure, with a required reserve amount of US$30 million. To the extent that
this reserve amount remains fully funded and no default notice or acceleration notice has been given, the revenue from
the Pluto lng Project continues to flow directly to the group from the trust account. The JBIC Facility is subject to
various covenants and a negative pledge restricting future secured borrowings, subject to a number of permitted lien
exceptions. neither the covenants nor the negative pledge has been breached at any time during the reporting year.

Asian syndicated facility

On 8 December 2010, the group executed a five-year US$1,100 million syndicated loan facility with 34 banks. Funds
from the loan were used to repay the US$1,100 million syndicated loan facility executed in May 2009. The loan is
composed of a US$550 million term facility (Facility A) and a US$550 million revolving facility (Facility B). Interest rates
are based on lIBOR for both facilities and are fixed at the commencement of the drawdown periods. Interest is paid
at the end of the drawdown period. The syndicated loan is subject to various covenants, including a negative pledge
restricting future secured borrowings, subject to a number of permitted lien exceptions. neither the covenants nor the
negative pledge has been breached at any time during the reporting year.

(f) Hedging and derivatives

Interest rates
The group manages its exposure to interest rate risk by maintaining a mix of fixed rate and floating rate debt.
In general, the fixed rate debt and floating rate debt ratio is managed through an appropriate choice of debt
instrument. The group may enter into interest rate swaps to manage the ratio of fixed rate debt to floating rate debt.

The interest rate swaps expired on 15 november 2013. As at reporting date the group had no further interest
rate swaps.

(g) Maturity profile of interest-bearing liabilities

The maturity profile of the group’s interest-bearing liabilities is as follows:

Due for payment in

1 year or
less
US$m

1-2 years
US$m

2-3 years
US$m

3-4 years
US$m

4-5 years
US$m

More than
5 years
US$m

Total
US$m

2014

Interest-bearing liabilities 1

734

172

171

744

1,086

3,078

2013
Interest-bearing liabilities 1

1. Excludes transaction costs.

1,333

734

171

170

1,830

4,409

The amounts disclosed in the table above are the undiscounted cash flows, representing principal and interest, and
hence will not necessarily reconcile with the amounts disclosed in the consolidated statement of financial position.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

117

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201420. Financial and capital risk management (continued)

(h)

Fair value of financial assets and financial liabilities

The carrying amount of financial assets and financial liabilities approximates their fair value, with the exception of the
group’s two unsecured bonds which have a carrying amount of US$1,300 million (2013: US$2,400 million) and a
fair value of US$1,500 million (2013: US$2,600 million). The group’s repayment obligations remain unchanged.

(i)

Capital management

group Treasury is responsible for the group’s capital management including cash, debt and equity. Capital management
is undertaken to ensure that a secure, cost-effective and flexible supply of funds is available to meet the group’s
operating and capital expenditure requirements. This involves the use of corporate forecasting models, which facilitates
analysis of the group’s financial position including cash flow forecasts to determine the future capital management
requirements.

group Treasury maintains a stable capital base from which the group can pursue its growth aspirations, whilst
maintaining a flexible capital structure that allows access to a range of debt and equity markets to both draw upon and
repay capital. An example of the group’s capital management is the activation of the Dividend Reinvestment Plan (DRP)
during a period of high capital expenditure.

The DRP was approved by shareholders at the Annual general Meeting in 2003 for activation as required to fund future
growth. The DRP was suspended by the Board in February 2013 until further notice.

group Treasury monitors a range of financial metrics including gearing and cash flow leverage, and Treasury policy
breaches and exceptions. The gearing ratio which is net debt divided by total equity (excluding non-controlling interest)
plus net debt is negative 4% (2013: 9%) at reporting date.

21. Expenditure commitments

(a) Operating lease commitments

Rentals payable on non-cancellable operating leases, due:

within one year
after one year but not more than five years
later than five years

2014
US$m

2013
US$m

453
684
824
1,961

433
818
848
2,099

The group leases assets for operations including floating production, storage and off-take vessels, helicopters, supply
vessels, cranes, land, mobile offshore drilling units, office premises and computers.

There are no restrictions placed upon the lessee by entering into these leases. Renewals are at the option of the
specific entity that holds the lease. Certain leases contain a clause enabling upward revision of the rental charge on an
annual basis based on the consumer price index. The group made payments under operating leases of US$431 million
during the year (2013: US$347 million). A portion of this amount relates to arrangements containing non-lease elements,
which are not practicable to separate.

(b) Capital expenditure commitments

The group has capital expenditure commitments contracted for but not provided for in the financial report of
US$89 million (2013: US$103 million).

Woodside entered into a binding transaction with Apache Corporation to acquire Apache’s Australian Wheatstone lng
and Balnaves oil interests and Kitimat lng project interests in Canada, for an aggregate purchase price of
US$2.75 billion. The acquisition has an effective date of 1 July 2014 and is subject to regulatory approvals,
pre-emption for both Balnaves oil and Kitimat lng projects and joint venture participant consent for the Kitimat lng
project. The transaction was not complete at 31 December 2014 and financial close is targeted by end Q1 2015.

118

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

(c)

Exploration commitments

The group has exploration obligations for the following regions which are contracted for, but not provided for in the
financial report.

Australasia

Browse basin
Outer Canning basin
Carnarvon basin
new Zealand

The Americas

gulf of Mexico
Peru

Asia

Korea
Myanmar

Africa

Morocco
gabon

Europe

Ireland
Canary Islands

Total

2014
US$m

2013
US$m

3
83
74
32

-
5

-
68

13
11

32
50
371

28
110
82
21

1
23

8
12

-
-

-
149
434

These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations
of the group.

22. Employee benefits

(a) Woodside employee share plans

(i) Woodside equity plan

In november 2011, Woodside introduced the Woodside Petroleum ltd, Woodside Equity Plan (WEP) which is
available to all Australian based employees including executives, other than the CEO and any executive directors.
Woodside’s intention is to enable eligible employees to build up a holding of equity in the company as they
progress through their career at Woodside. The number of Equity Rights (ERs) offered to each eligible employee
will be calculated with reference to salary and performance. The linking of performance to an allocation allows
Woodside to recognise and reward eligible employees for high performance. The WEP is intended to provide an
opportunity to share in the growth of the company as well as provide a retention mechanism for participating
employees. Participants do not make any payment in respect of the ERs at grant or at vesting.

Eligible participants receive an allocation of ERs. Each ER entitles the participant to receive a Woodside share on
the vesting date three years after the grant date. ERs may vest prior to the vesting date on a change of control or,
at the discretion of the CEO, limited to the following circumstances; redundancy, retirement, death, termination
due to medical illness or capacity or total and permanent disablement of a participating employee. An employee
whose employment is terminated by resignation, cessation of an employment contract or for cause prior to the
vesting date will forfeit all of their ERs.

Shares will either be issued by Woodside or acquired on market to satisfy vesting ER entitlements. The number of
ERs that vest may be adjusted for any interruptions to an employee’s service. Eligible participants who are on an
international assignment may receive a cash amount subject to Board discretion.

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

119

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201422. Employee benefits (continued)

(a) Woodside employee share plans (continued)

(i) Woodside equity plan (continued)

Participants in the WEP cannot dispose of or otherwise deal with an ER and do not receive any dividends or have
voting rights in respect of an ER. Allocations of ERs to participants will be adjusted in the event of Woodside
making a bonus issue of shares or upon reconstruction of the company’s share capital.

The WEP is accounted for as a share-based payment to employees for services provided. The fair value of the
benefit provided will be estimated using the Black-Scholes option pricing technique.

The WEP had 3,495 employees participating at 31 December 2014.

The number of equity rights and movements in each WEP offer are as follows:

Grant date

1 October 2014
1 October 2013
1 October 2012
30 november 2011

Grant date

1 October 2013

1 October 2012

30 november 2011

On issue at
beginning of
year

-
2,874,030
1,774,154
1,350,137
5,998,321

On issue at
beginning of
year

-
1,912,965

1,521,362
3,434,327

2014

Granted during
the year

Vested during
the year

Forfeited/lapsed
during
the year

2,000,489
5,868
3,404
6,917
2,016,678

-
(6,167)
(11,760)
(1,244,145)
(1,262,072)

2013

-
(206,865)
(146,751)
(112,909)
(466,525)

Granted during
the year

Vested during
the year

Forfeited/lapsed
during
the year

2,874,030
41,497

-
2,915,527

-
(6,112)

(12,079)
(18,191)

-
(174,196)

(159,146)
(333,342)

On issue at
end of year

2,000,489
2,666,866
1,619,047
-
6,286,402

On issue at
end of year

2,874,030
1,774,154

1,350,137
5,998,321

The following table lists the inputs to the Black-Scholes option pricing technique used for each WEP offer:

Valuation assumption

Grant date

Vesting date

Share price at
grant date

Employee benefit
fair value

Expected
dividend return

(A$/share)

(US$/ER)

1 October 2014

1 October 2017

1 October 2013

1 October 2016

1 October 2012

1 October 2015

30 november 2011 30 november 2014

40.78

37.77

33.20

32.80

31.26

30.47

31.99

30.49

(%)

4.5

5.0

2.5

Expected life

(years)

120

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

(a) Woodside employee share plans (continued)

(ii)

Supplementary Woodside equity plan

In October 2011, Woodside introduced the Woodside Petroleum ltd, Supplementary Woodside Equity Plan
(SWEP) which is available to a number of employees identified as being retention critical. Woodside’s intention is
to award ERs to address imbalances in external and internal relativities. October 2014 was the first time awards
have been issued under the SWEP since the Board approved the plan in October 2011. Participants do not make
any payment in respect of the ERs at grant or at vesting.

Participants in the SWEP cannot dispose of or otherwise deal with an ER and do not receive any dividends or
have voting rights in respect of an ER.

The SWEP is accounted for as a share-based payment to employees for services provided. The fair value of the
benefit provided will be estimated using the Black-Scholes option pricing technique.

The SWEP had three employees participating at 31 December 2014.

The number of equity rights and movements in the SWEP offer are as follows:

Grant date

1 October 2014

2014

On issue at
beginning of year

Granted during
the year

Vested during
the year

Forfeited/
lapsed during
the year

On issue at
end of year

52,620

(14,350)

38,270

The following table lists the inputs to the Black-Scholes option pricing technique used for the SWEP plan:

Grant date

Vesting date

Share price at
grant date

Employee
benefit fair value

Expected
dividend return

Expected Life

1 October 2014

1 October 2017

40.78

31.26

(A$/share)

(US$/ER)

(%)

4.5

(years)

Valuation assumptions

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

121

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 2014
22. Employee benefits (continued)

(b) Executive share plans

Equity rights are granted on 1 January of each performance year. The Executive Incentive Plan (EIP) is accounted for as
a share based payment to employees for services provided. The fair value of the benefit provided was estimated using
the Binomial or Black-Scholes option pricing technique combined with a Monte Carlo simulation methodology, where
relevant. Historical volatility has been used to estimate the volatility of the share price.

On 7 December 2012, the Board approved a modification to the EIP rules for the 2012 performance year and each year
thereafter. The modification affected both the Short Term Award (STA) and long Term Award (lTA). There have been no
further modifications.

For the 2012 performance year onwards, the STA deferred equity component will be delivered in the form of restricted
shares. Participants will receive any dividends paid on their restricted shares after they have been allocated.

The lTA for the 2012 performance year onwards is granted in the form of Variable Pay Rights (VPRs), the vesting of
which is linked to service and Relative Total Shareholder Return (RTSR). The vesting of RTSR-tested VPRs is conditional
on satisfactory ranking of Woodside’s RTSR, as calculated under the EIP rules, over a four or five-year period from
allocation date in comparison with an international peer group and separately the ASX top 50. The international oil and
gas lTA Peer group for grant of the RTSR-tested VPRs for the 2012 performance year onwards is set out in Table 14 of
the Remuneration Report. This peer group has a weighting of 67%. The ASX 50 Index as at 1 December 2014 was taken
as the second peer group. The selection of the ASX 50 as a second peer group with a weighting of 33% was made in
order to reflect Woodside’s performance against similar organisations traded on the Australian Securities Exchange. The
RTSR in respect of Woodside and both peer groups is calculated by an external adviser in accordance with the EIP rules
on the fourth anniversary of the allocation of these RTSR-tested VPRs. The outcome of the test is measured against
the schedule shown in Table 7 of the Remuneration Report. Any RTSR-tested VPRs which do not vest at this time are
subject to a second RTSR test on the fifth anniversary of the allocation date. Any RTSR-tested VPRs that do not vest on
the fifth anniversary lapse.

For further details regarding the 2008 to 2011 plans, refer to the Remuneration Report included in the 2014
Directors’ Report.

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d
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i
y
d
n
e
d
i
v
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d

d
e
t
c
e
p
x
E

(A$/
share)

(US$/VPR
or share)

(%)

-
(632)
(3,150)

- 264,300
106,903
162,736

(8,709)
(17,137)

38.90
33.88
30.62

34.80
35.18
30.98

-
-
-

(1,192)

(13,653)

92,184

42.56

38.87

(37,282)

(13,289)

47.20

38.32

2.50

-
-

2014
2013
2012

1 January 2014 20 February 2018
1 January 2013 21 February 2017 116,244
1 January 2012 22 February 2016 183,023

- 264,300

Variable pay rights

2011

2010

1 January 2011 1 March 2015

107,029

1 January 2010 25 February 2014

50,571

122

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

22. Employee benefits (continued)

(b) Executive share plans (continued)

EIP relative total shareholder return (RTSR) tested VPRs

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d
i
v
i
d

d
e
t
c
e
p
x
E

(A$/
share)

(US$/VPR
or share)

(%)

2014 1 January 2014 20 February 2019

623,872

623,872 38.90

17.45

3.5

4.5

2013 1 January 2013 21 February 2018 651,488

(42,746) 608,742 33.88

20.77

2.9

5.0

20 February 2020

2012 1 January 2012 22 February 2017 582,698

(45,545) 537,153 30.62

15.90

3.9

2.5

21 February 2019

22 February 2018

2011 1 January 2011 1 March 2015
1 March 2016

309,582

(22,269) 287,313 42.56

21.36

5.7

2.5

2010 1 January 2010 25 February 2014 189,591

25 February 2015

2009 1 January 2009 5 March 2013
5 March 2014

152,084

(13,894) 175,697 47.20

20.02

5.3

2.5

(152,084)

36.70

14.82

3.6

2.5

Pay rights1
Pay rights are accounted for as a share-based payment, with fair value estimated using the Binominal or Black Scholes
option pricing technique combined with a Monte Carlo simulation methodology, where relevant. Historical volatility has
been used to estimate the volatility of the share price.

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(A$/
share)

(US$/VPR
or share)2

20103 1 June 2010 15 March 2014 5,674
15 March 2013 11,348
15 March 2012 17,022

-
-
-

-
(5,674)
-

(5,674)
-
(5,674)

-
5,674
11,348

43.59
43.59
43.59

21.25
21.25
21.25

1. Refer to Remuneration Report 2011 for details of pay rights.
2. Valuation assumptions and employee benefit fair values are based on weighted averages.
3. Pay rights granted 1 June 2010 are RTSR-tested.

Valuation assumption

d
e
t
c
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p
x
E

y
t
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l
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t
a
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o
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(%)2

41
41
41

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t
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t
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f
k
s
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(%)2

4.5
4.5
4.5

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d
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d
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v
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d
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t
c
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p
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(%)2

2.5
2.5
2.5

Mr Coleman gave up certain rights with his former employer to join Woodside as CEO. To recognise these interests,
he was paid a one-off sign-on incentive. Woodside acquired Woodside shares to the value of US$3 million to be held in
trust for Mr Coleman. One third of these shares vested each anniversary after the date of his appointment.

The number of equity rights and movements in the CEO sign-on incentive share offer was as follows:

Year

2014
2013
2012
2011

Grant date

30 May 2011
30 May 2011
30 May 2011
30 May 2011

On issue at
beginning of year

Granted during
the year

Vested during
the year

Forfeited/lapsed
during the year

On issue at
end of year

22,002
44,003
66,004
-

-
-
-
66,004

(22,002)
(22,001)
(22,001)
-

-
-
-
-

-
22,002
44,003
66,004

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

123

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

22. Employee benefits (continued)

The following table lists the inputs to the Black-Scholes option pricing technique used for each tranche of the CEO
sign-on incentive:

Grant date

Vesting date

Share price at
grant date
(A$/share)

Employee benefit
fair value
(US$/ER) 1

Valuation assumptions

Expected dividend
return (%)

Expected life
(years)

30 May 2011
30 May 2011
30 May 2011

30 May 2012
30 May 2013
30 May 2014

45.97
45.97
45.97

49.19
49.19
49.19

-
-
-

1
2
3

1. Fair value calculation is averaged over the vesting period.

(d) Shares held for woodside share plans

Woodside holds shares for the purpose of vesting share plans. The following table illustrates the number of shares:

Opening balance
Purchases during the year
Vested during the year
Closing shares held for Woodside share plans

(e) Employee benefits

Employee benefits for the financial year are as follows:

Employee benefits
Defined contribution plan costs
Defined benefit plan expense

2014

2013

Number of
shares

902,040
1,366,933
(1,331,531)
937,442

Cost

US$m

42
55
(59)
38

number of
shares

961,799
41,602
(101,361)
902,040

2014
US$m

376
38
2
416

Cost

US$m

44
2
(4)
42

2013
US$m

316
31
3
350

(f) Compensation of key management personnel

Key management personnel compensation for the financial year is as follows:

2014
US$

2013
US$

14,435,970
134,409
4,180,339
115,211
519,090
19,385,019

11,749,020
327,362
6,582,222
(13,025)
2,250,404
20,895,983

Short-term employee benefits
Post employment benefits
Share-based payments
long-term employee benefits
Termination benefits

124

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

Dividends

Since the reporting date, the directors have declared a fully franked dividend of US$1.44 (2013: US$1.03), payable on
25 March 2015. The amount of this dividend will be US$1,186 million (2013: US$849 million). no provision has been made
for this dividend in the financial report as the dividend was not declared or determined by the directors on or before the end
of the financial year.

24. Related party disclosures

(a) Transactions with related parties

The following table provides the total amount of transactions that were entered into with related parties for the relevant
financial year:

Sales to
related parties
US$m

Purchases from
related parties
US$m

Outstanding
balances
receivable from/
(payable to)
related parties
US$m

Commitments
US$m

Entities with significant influence over the Group

Royal Dutch Shell Group (Shell Group)
Shell Company of Australia

- Purchases

Other members of Shell group
- Purchases

Other members of Shell group
- Sales

2014
2013

-
-

38
146

25
39

4
24

-
-

-
2

-
-

-
4

-
-

-
7

-
-

Royal Dutch Shell group (Shell group) is no longer deemed a related party effective from 17 June 2014. The transactions
disclosed above relate to transactions that occurred when Shell group was deemed a related party.

(b) Terms and conditions of transaction with related parties

Sales to and purchases from related parties are made at arm’s length on normal market prices and on normal
commercial terms. Applicable insurance premiums are negotiated at arm’s length with lead insurers via Woodside’s
insurance brokers with Solen Versicherungen Ag following the terms set by the lead insurers.

Transactions with directors

During the year, as part of the CEO’s relocation costs, A$200,000 was paid in connection with transfer duty in
Western Australia (2013: nil).

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

125

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201425. Contingent liabilities and contingent assets

(a)

Contingent liabilities at reporting date
not otherwise provided for in the financial report

Contingent liabilities1
guarantees2

(b)

Contingent assets at reporting date
not otherwise accounted for in the financial report

Contingent assets relating to claims made or pending3

2014
US$m

2013
US$m

46
8
54

9
9

18
7
25

-
-

1. Contingent liabilities relate predominantly to actual or potential litigation of the Group for which amounts are reasonably estimated but the liability is not probable and

therefore the Group has not provided for such amounts in this financial report. Additionally, there are a number of other claims and possible claims that have arisen in the
course of business against entities in the Group, the outcome of which cannot be foreseen at present and for which no amounts have been included in the table above.

2. The Group has issued guarantees relating to workers’ compensation liabilities.

3. Contingent assets relate predominantly to claims receivable by the Group for which amounts are reasonably estimated but the receivables is not virtually certain and

therefore the group has not provided for such amounts in this financial report.

26. Auditor remuneration

Fees of the auditors of the company for:

Audit and review of financial reports

Ernst & Young

Audit

non-audit services
Ernst & Young

Other services

2014
US$'000

2013
US$'000

1,432
1,432

1,638
1,638

1,054
1,054

1,256
1,256

126

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014

27. Joint arrangements

(a)

Joint operations

The group's interest in joint operations as at 31 December 2014 is detailed below. Exploration, development and
production of hydrocarbons are the principal activities performed across these assets. Related party interests are
indicated where applicable (refer to note 24).

Joint operations interests

Australasia
Producing and Developing Assets
north West Shelf joint venture
Enfield and Vincent
laminaria-Corallina
Stybarrow
Pluto

Exploration and Evaluation Assets

Browse basin
Carnarvon basin

Bonaparte basin
Outer Canning basin
new Zealand

Africa
Exploration and Evaluation Assets

Morocco
gabon

The Americas
Exploration and Evaluation Assets

Peru

Asia
Exploration and Evaluation Assets

Myanmar
Republic of Korea

Europe
Exploration and Evaluation Assets

Ireland
Canary Islands

Group Interest
%

12.5 - 50.0
60.0
59.9 - 66.7
50.0
90.0

17.0 - 75.0
15.8 - 90.0

26.7 - 35.0
43.9 - 55.0
70.0

25.0 - 75.0
40.0

35.0

40.0 - 50.0
50.0

60.0 - 90.0
30.0

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

127

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201427. Joint arrangements (continued)

(b)

Joint operations

The aggregate of the group’s interest in all joint operations is as follows:

Current assets
Receivables
Inventories
Other assets

Non-current assets
Inventories
Exploration and evaluation
Oil and gas properties

The aggregate of the group’s commitments through joint operations is as follows:

Capital

Exploration commitments

(d)

Joint ventures

Interests in joint ventures are as follows:

Entity

Principal activity

north West Shelf gas Pty ltd

Marketing services for ventures in the sale of
gas to the domestic market.

2014
US$m

2013
US$m

5
54
1
60

13
849
8,725
9,587
9,647

2014
US$m

331

420

4
50
7
61

7
689
9,369
10,065
10,126

2013
US$m

434

529

Group Interest %

2014

16.67

2013

16.67

north West Shelf liaison Company Pty ltd liaison for ventures in the sale of lng to the

16.67

Japanese market.

China Administration Company Pty ltd
(formerly north West Shelf Australia lng)

Marketing services for ventures in the sale of
lng to international markets.

16.67

north West Shelf Shipping Service
Company Pty ltd

lng vessel fleet adviser.

16.67

These entities exist as integrated components of the overall north West Shelf Joint Venture structure and are held
proportionately with the other venturers. There have been no changes to the investment in these entities during
the year.

28. Associated entities

Entity

Principal activity

Group Interest %

2014

2013

International gas Transportation Company1

lng vessel fleet management.

16.67

1. The associate is incorporated in Bermuda.

128

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201429. Subsidiaries

(a) Subsidiaries

Name of entity

Parent Entity
Woodside Petroleum ltd

Subsidiaries

Woodside Energy ltd

Woodside Energy Holdings Pty ltd

Woodside Energy Holdings (USA) Inc.
Woodside Energy (USA) Inc.

gryphon Exploration Company

Woodside Energy (Peru) Pty ltd
Woodside Energy (Korea) Pte ltd
Woodside Energy (Myanmar) Pte ltd
Woodside Energy Mediterranean Pty ltd
Woodside Energy (Ireland) Pty ltd
Woodside Energy (new Zealand) limited
Woodside Energy (new Zealand 55794) limited
Woodside Energy (Morocco) Pty ltd
Woodside Energy (gabon) Pty ltd
Woodside Energy (Tanzania) limited
Woodside Energy (Cameroon) SARl

Woodside Energy Holdings International Pty ltd

Woodside Energy International (Canada) limited
Woodside Energy (Canada lng) limited

Woodside Energy (Algeria) Pty ltd
Metasource Pty ltd
Woodside guangdong Shipping (One) Pty ltd
Woodside guangdong Shipping (Two) Pty ltd
Woodside Energy Holdings (UK) Pty ltd

Woodside Energy (UK) ltd

Woodside Energy Iberia S.A.
Woodside Energy (n.A.) ltd

Woodside Energy (Kenya) Pty ltd
Woodside Energy (Carbon Capture) Pty ltd
Woodside Energy (Sl) Pty ltd
Woodside West Africa Pty ltd
Woodside Energy Technologies Pty ltd
Woodside Energy (norway) Pty ltd
Woodside Energy (M.E.) Pty ltd
Woodside Energy Middle East and Africa Pty ltd
Woodside Browse Pty ltd
Woodside Burrup Pty ltd
Pluto lng Pty ltd
Burrup Facilities Company Pty ltd
Burrup Train 1 Pty ltd

Woodside Energy Australia Asia Holdings Pte ltd

Notes

Country of
incorporation

(1,2,3)

Australia

(2,3,4)
(2,4)
(4)
(4)
(4)
(2,4)
(4)
(4)
(2,4)
(2,4)
(4,6)
(4,7)
(2,4,8)
(2,4,9)
(10,11)
(4,12)
(2,4)
(4,13)
(4,14)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(4)
(4)
(4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(5)
(5)
(5)
(4)

Australia
Australia
USA
USA
USA
Australia
Singapore
Singapore
Australia
Australia
new Zealand
new Zealand
Australia
Australia
Tanzania
Cameroon
Australia
Canada
Canada
Australia
Australia
Australia
Australia
Australia
UK
Spain
UK
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

129

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201429. Subsidiaries (continued)

(a) Subsidiaries (continued)

Subsidiaries

Notes

Country of Incorporation

Woodside Energy Trading Singapore Pte ltd

WelCap Insurance Pte ltd
Woodside Energy Shipping Singapore Pte ltd
Woodside Energy Holdings (South America) Pty ltd

Woodside Energia (Brasil) Investimento em Exploracao de Petroleo ltda.

Woodside Finance ltd
Woodside Petroleum Holdings Pty ltd
Woodside Petroleum (Timor Sea 19) Pty ltd
Woodside Petroleum (Timor Sea 20) Pty ltd
Mermaid Sound Port and Marine Services Pty ltd
Woodside Petroleum (northern Operations) Pty ltd
Woodside Petroleum (W.A. Oil) Pty ltd

(4)
(4)
(4)
(2,4,15)
(15)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)
(2,4)

Singapore
Singapore
Singapore
Australia
Brazil
Australia
Australia
Australia
Australia
Australia
Australia
Australia

1. Woodside Petroleum Ltd is the ultimate holding company and the head entity within the tax consolidated group.

These companies were members of the tax consolidated group as at 31 December 2014.

Pursuant to ASIC Class Order 98/1418, relief has been granted to the controlled entity, Woodside Energy Ltd, from the Corporations Act 2001 (Cth) requirements

for the preparation, audit and publication of accounts. As a condition of the Class Order, Woodside Petroleum Ltd and Woodside Energy Ltd are parties to a Deed

of Cross Guarantee.

All subsidiaries are wholly owned except those listed in Notes 5, 11 and 15 below.

Kansai Electric Power Australia Pty Ltd and Tokyo Gas Pluto Pty Ltd each hold 5% of the shares in these companies.

6. Woodside Energy (New Zealand) Limited was incorporated on 24 February 2014.

7. Woodside Energy (New Zealand 55794) Limited was incorporated on 24 February 2014.

8. Woodside Energy (Morocco) Pty Ltd was incorporated on 13 June 2014.

9. Woodside Energy (Gabon) Pty Ltd was incorporated on 21 July 2014.

10. Woodside Energy (Tanzania) Limited was incorporated on 6 August 2014.

11. As at 31 December 2014, Woodside Energy Holdings Pty Ltd and Woodside Energy Ltd held 99.9% and 0.1% of the shares in Woodside Energy (Tanzania)

Limited respectively.

12. Woodside Energy (Cameroon) SARL was incorporated on 3 October 2014.

13. Woodside Energy International (Canada) Limited was incorporated on 9 December 2014.

14. Woodside Energy (Canada LNG) Limited was incorporated on 24 October 2014.

15. As at 31 December 2014, Woodside Energy Holdings (South America) Pty Ltd held 249,999,999 shares in Woodside Energia (Brasil) Investimento em

Exploracao de Petroleo Ltda and Woodside Energy Ltd held the remaining one share.

(b) Deed of Cross Guarantee and Closed Group

Woodside Petroleum ltd and Woodside Energy ltd are parties to a Deed of Cross guarantee under which each
company guarantees the debts of the other. By entering into the Deed, the entities have been granted relief from
the Corporations Act 2001 requirements for the preparation, audit and publication of accounts, pursuant to Australian
Securities and Investments Commission (ASIC) Class Order 98/1418. The two entities represent a Closed group for the
purposes of the Class Order.

The consolidated income statement and statement of financial position of the members of the Closed group are set
out below.

Closed Group consolidated income statement and statement of retained earnings

Profit before tax
Taxes

Profit after tax
Retained earnings at the beginning of the financial year
Dividends

Retained earnings at the end of the financial year

2014
US$m

1,349
(304)

1,045
6,356
(1,764)

5,637

2013
US$m

1,221
(276)

945
7,149
(1,738)

6,356

130

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 201429. Subsidiaries (continued)

(b) Deed of Cross Guarantee and Closed Group (continued)

Closed Group consolidated statement of financial position

2014
US$m

2013
US$m

Current assets
Cash and cash equivalents
Receivables
Inventories
Other assets
Total current assets

Current liabilities
Payables
Tax payable
Other financial liabilities
Other liabilities
Provisions
Total current liabilities

Non-current liabilities
Payables
Deferred tax liabilities
Other financial liabilities
Other liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets

Equity
Issued and fully paid shares
Shares reserved for employee share plans
Other reserves
Retained earnings
Total equity

93
934
120
30
1,177

4
11
19,414
-
964
4,235
79
107
24,814
25,991

371
300
18
73
184
946

10,178
430
10
122
1,349
12,089
13,035
12,956

6,547
(38)
810
5,637
12,956

64
692
112
19
887

-
6
18,216
1
851
4,673
79
-
23,826
24,713

555
257
37
26
151
1,026

8,334
597
10
114
950
10,005
11,031
13,682

6,547
(42)
821
6,356
13,682

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

131

FInAnCIAl REPORTnotes to and forming part of the finanCial reportFor the year ended 31 December 201429. Subsidiaries (continued)

(c)

Interests in subsidiaries with material non-controlling interest (NCI)

The group has the following subsidiaries with material non-controlling interest:

Name of entity

Principal place of
business

Interest held
by NCI
%

Profit allocated
to NCI
US$m

Accumulated
NCI
US$m

Dividends paid
to NCI
US$m

Burrup Train 1 Pty ltd
Burrup Facilities Company Pty ltd

Australia
Australia

10.0
10.0

40
62

309
526

23
29

The country of incorporation is the same as the principal place of business, unless stated otherwise.

Summarised financial information about subsidiaries with material non-controlling interest

Summarised financial information including goodwill on acquisition and consolidation adjustments but before
intercompany eliminations of subsidiaries with material non-controlling interests is as follows:

Summarised statement of financial position

Current assets
non-current assets
Current liabilities
non-current liabilities
Net assets

Summarised statement of comprehensive income

Revenue
Profit1

Burrup Facilities Company
Pty Ltd

Burrup Train 1 Pty Ltd

2014
US$m

21
5,461
(181)
(336)
4,965

2013
US$m

45
5,113
(71)
(445)
4,642

2014
US$m

44
3,205
(158)
(235)
2,856

2013
US$m

142
3,283
(175)
(561)
2,689

Burrup Facilities Company
Pty Ltd

Burrup Train 1 Pty Ltd

2014
US$m

1,212
619

2013
US$m

877
370

2014
US$m

1,990
402

2013
US$m

1,498
285

1. Amount excludes finance costs which have been eliminated at Group consolidation level.

The sale or disposal of all, or substantially all, of the assets of Burrup Facilities Company Pty ltd and of Burrup Train 1
Pty ltd require the unanimous resolution of the shareholders.

30. Corporate information

Woodside Petroleum ltd is a company limited by shares incorporated and domiciled in Australia. Its shares are publicly traded
on the Australian Securities Exchange.

132

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnnotes to and forming part of the finanCial reportFor the year ended 31 December 2014direCtors’ deClaration

In accordance with a resolution of directors of Woodside Petroleum ltd, we state that:

In the opinion of the directors:

(a) the financial statements and notes thereto, and the disclosures included in the audited 2014 Remuneration Report, comply

with Australian Accounting Standards and the Corporations Act 2001;

(b) the financial statements and notes thereto give a true and fair view of the financial position of the group as at
31 December 2014 and of the performance of the group for the financial year ended 31 December 2014;

(c) the financial statements and notes thereto also comply with International Financial Reporting Standards as disclosed in

note 1(b);

(d) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and

payable; and

(e) there are reasonable grounds to believe that the members of the Closed group identified in note 29 will be able to meet any

obligations or liabilities which they are or may become subject to, by virtue of the Deed of Cross guarantee.

2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with section

295A of the Corporations Act 2001 for the year ended 31 December 2014.

For and on behalf of the Board

M A Chaney, AO
Chairman
Perth, Western Australia

P J Coleman
Chief Executive Officer and
Managing Director
Perth, Western Australia

18 February 2015

WOODSIDE PETROLEUM LTD FINANCIAL REPORT

133

FInAnCIAl REPORTindependent audit report

Independent auditor’s report to the members of Woodside Petroleum Ltd

Report on the financial report

We have audited the accompanying financial report of Woodside Petroleum ltd, which comprises the consolidated statement of
financial position as at 31 December 2014, the consolidated income statement, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended,
notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration
of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the
financial year.

Directors’ responsibility for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance
with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are
necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In
note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the
financial statements comply with International Financial Reporting Standards.

Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance
with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit
engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from
material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to
the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the
directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.

Opinion
In our opinion:

a. the financial report of Woodside Petroleum ltd is in accordance with the Corporations Act 2001, including:

i giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance

for the year ended on that date; and

ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and

b. the financial report also complies with International Financial Reporting Standards as disclosed in note 1.

Report on the remuneration report

We have audited the remuneration report included in pages 63 to 77 of the Directors’ Report for the year ended 31 December 2014.
The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with
section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our
audit conducted in accordance with Australian Auditing Standards.

Opinion
In our opinion, the remuneration report of Woodside Petroleum ltd for the year ended 31 December 2014, complies with section
300A of the Corporations Act 2001.

Ernst & Young

R J Curtin, Partner
Perth, Western Australia
18 February 2015

liability limited by a scheme approved under Professional Standards legislation.

134

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014

OVERVIEWOPERATIng AnD FInAnCIAl REVIEWgOVERnAnCEFInAnCIAl REPORTSHAREHOlDER InFORMATIOnOVERVIEW

OPERATING AND
FINANCIAL REVIEW

GOVERNANCE

FINANCIAL
REPORT

SHAREHOLDER
INFORMATION

SHAREHOLDER INFORMATION

As at 12 February 2015

SHAREHOLDER STATISTICS

Number of shareholdings
There were 227,798 shareholders. All issued shares carry voting rights on a one for one basis.

Distribution of shareholdings

Size of shareholding

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

Total

Number of
holders

167,629

53,408

4,607

2,049

105

227,798

Number of
shares

65,041,151

107,860,318

31,866,261

41,296,883

577,846,044

823,910,657

% of issued
capital

7.89

13.09

3.87

5.01

70.13

100.00*

*Small differences are due to rounding.

Unmarketable parcels
There were 2,817 members holding less than a marketable parcel of shares in the company.

Twenty largest shareholders

HSBC Custody Nominees (Australia) Limited

Shell Energy Holdings Australia Limited

JP Morgan Nominees Australia Limited

National Nominees Limited

Citicorp Nominees Pty Limited

BNP Paribas Noms Pty Ltd

Citicorp Nominees Pty Limited

AMP Life Limited

Australian Foundation Investment Company Limited

HSBC Custody Nominees (Australia) Limited

UBS Wealth Management Australia Nominees Pty Ltd

Network Investment Holdings Pty Ltd

Citicorp Nominees Pty Limited

Pacific Custodians Pty Limited

RBC Investor Services Australia Nominees Pty Limited

Argo Investments Limited

Navigator Australia Ltd

UBS Nominees Pty Ltd

Nulis Nominees (Australia) Limited

BNP Paribas Nominees Pty Ltd

Shares held

159,531,397

111,847,852

99,260,751

73,105,422

56,270,918

10,929,331

8,210,761

3,407,501

3,282,886

3,274,124

3,211,022

3,027,570

2,866,290

2,479,111

2,134,311

1,700,873

1,696,050

1,561,426

1,388,371

1,226,761

% of issued
capital

19.36

13.58

12.05

8.87

6.83

1.33

1.00

0.41

0.40

0.39

0.37

0.35

0.30

0.26

0.21

0.19

0.17

0.15

Total

550,412,728

66.80

Substantial shareholders as disclosed in substantial shareholder notices given to the company are as follows:
Shell Energy Holdings Australia Limited#

111,847,852

13.58

#Shell Energy Holdings Australia Limited’s most recent notice of change of interests of substantial shareholder was given on 23 June 2014.

135

WOODSIDE PETROLEUM LTD SHAREHOLDER INFORMATIONAnnual General Meeting

Dividend payments

The 2015 Annual General Meeting (AGM)
of Woodside Petroleum Ltd will be held
at 10.00 am (AWST) on 16 April 2015,
at the Perth Convention & Exhibition
Centre, 21 Mounts Bay Road, Perth,
Western Australia. Details of the business
of the meeting will be provided in the
AGM notice.

The AGM will be webcast live on the
internet. An archive version of the
webcast will be placed on the Woodside
website to enable the proceedings to be
viewed at a later time.

Copies of the Chairman’s and the
CEO’s speeches will be available on
the company’s website.

Share registry: enquiries

Investors seeking information about
their shareholdings should contact the
company’s share registry:

Computershare Investor
Services Pty Limited

Level 2, 45 St Georges Terrace
Perth, Western Australia 6000

Postal address: GPO Box D182
Perth, Western Australia 6840

Telephone: 1300 558 507 (within Australia)

+61 3 9415 4632 (outside Australia)

Facsimile: +61 3 9473 2500

Email: web.queries@computershare.com.au
Website: www.investorcentre.com/wpl

The share registry can assist with
queries on share transfers, dividend
payments, the dividend reinvestment
plan, notification of tax file numbers
and changes of name, address or bank
account details.

Details of shareholdings can be
checked conveniently and simply by
visiting the share registry website at
www.investorcentre.com/wpl.

For security reasons, you will need your
Security Reference Number (SRN) or
Holder Identification Number (HIN) when
communicating with the share registry.

The share registry website allows
shareholders to make changes to address
and banking details online.

Woodside declares its dividends in
US dollars as it is our functional and
presentation currency. Woodside pays
its dividends in Australian dollars unless a
shareholder’s registered address is in the
United Kingdom (UK) where they are paid
in UK pounds sterling, or in the United
States of America (USA) where they are
paid in US dollars.

Shareholders who reside outside of the
USA can elect to receive their dividend in
US dollars. Shareholders must make an
election to alter their dividend currency
by the record date for the dividend by
contacting the share registry on
1300 558 507 (within Australia) or
+61 3 9415 4632 (outside Australia).

Shareholders may have their dividends
paid directly into any bank or building
society account in Australia, the USA,
or the UK. Payments are electronically
credited on the dividend payment date
and confirmed by payment advice. To
request direct crediting of dividend
payments, please contact the share
registry or visit the share registry website
(www.investorcentre.com/wpl).

The history of dividends paid by
the company can be found on the
company’s website.

Dividend reinvestment plan

Woodside’s Dividend Reinvestment
Plan (DRP) was suspended by the Board
in February 2013 until further notice.
However, shareholders with registered
addresses in Australia and New Zealand
can still elect to participate in the DRP,
pending a decision by the Board to
recommence the DRP at some future
date. If the DRP is recommenced in
the future, the Australian Securities
Exchange (ASX) will be notified via an
announcement lodged with the ASX
Market Announcements Platform. If the
DRP is recommenced, shareholders who
have elected to participate in the DRP
will have the dividends on some or all of
their shares automatically reinvested in
additional shares. Information on the DRP
is available on the company’s website.
Election forms are available from the
company’s website or from the share
registry.

Change of address or banking
details

Shareholders should immediately notify
the share registry of any change to their
address or banking arrangements for
dividends electronically credited to a bank
account.

Changes can be made online
at the share registry website
www.investorcentre.com/wpl.

Australian Securities Exchange
listing

Woodside Petroleum Ltd securities are
listed on the ASX under the code WPL.

Share price information can be
accessed on the company’s website.

American Depositary Receipts

Citbank (Citi) sponsors a level one
American Depositary Receipts (ADR)
program in the USA. One Woodside
share equals one ADR and trades over
the counter under the symbol ‘WOPEY’.

ADR holders should deal directly with
Citi on all matters related to their ADRs.

Enquiries should be directed to:
Citibank Shareholder Services
P.O. Box 43077
Providence, Rhode Island 02940-3077

Contact information

USA Toll Free Number: 1-877-CITI-ADR

Number for international callers:
1-781-575-4555

Fax 1-201-324-3284

E-mail: Citibank@shareholders-online.com

Investor Relations: enquiries

Requests for specific information on
the company can be directed to
Investor Relations at:

Investor Relations
Woodside Petroleum Ltd
Woodside Plaza
240 St Georges Terrace,
Perth, WA 6000

Postal address: GPO Box D188
Perth, WA 6840

Telephone: +61 8 9348 4000
Facsimile: +61 8 9214 2777

Email: investor@woodside.com.au
Website: www.woodside.com.au

136

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnBusiness directory

Key announcements 2014

Registered office Perth
Woodside Petroleum Ltd
240 St Georges Terrace, Perth, WA 6000
Telephone: +61 8 9348 4000
Postal address: GPO Box D188
Perth, WA 6840

Broome
29 Coghlan Street, Broome, WA 6725
Telephone: 1800 036 654

Karratha
3747 Balmoral Road, Karratha, WA 6714
Telephone: 1800 634 988

February

May

June

July

Woodside Enters MOU with Leviathan Joint Venture Participants

Woodside Records US$1.749 billion Profit in 2013

Woodside Terminates Leviathan MOU

Woodside Announces Selective Buy-back of 78.3 million Shares
from Shell

Woodside to Buy LNG from Corpus Christi Liquefaction LLC

Shell Buy-back Update

August

Woodside Achieves Record First Half Profit

November

December

Appointment of Non-Executive Director
NWS Project Approves Development of Persephone Project
Browse FLNG Development Update

Woodside Purchases Apache Assets

Events calendar 2015

Key calendar dates for Woodside shareholders in 2015.
Please note dates are subject to review.

January

February

March

April

June

July

August

September

October

December

TBA

Fourth quarter 2014 report

2014 full-year result and final dividend
announcement

Ex-dividend date for final dividend

Record date for final dividend

Payment date for final dividend

Annual General Meeting (AGM) proxy returns
close at 10.00 am (AWST)

First quarter 2015 report

AGM

Woodside half-year end

Second quarter 2015 report

2015 half-year result and interim dividend
announcement

Ex-dividend date for interim dividend

Record date for interim dividend

Payment date for interim dividend

Third quarter 2015 report

Woodside year end

137

WOODSIDE PETROLEUM LTD SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATIONGlossary, units of measure and conversion factors

Glossary

$, $m
1P
2C
2P
AGM
AIPP
ASX

Appraisal well

AUD
BOD

Brent

Brownfield

CMATS

Condensate

Cps

Crude oil

Development well
DRP
EEP
EIS
EPS

Exploration licence

Farm in

FEED

FELs
FID

First half, second half

Flaring

FLNG
FPSO

US dollars unless otherwise stated, millions of dollars
Proved reserves
Best estimate of contingent resources
Proved plus Probable reserves
Annual General Meeting
Australian Industry Participation Plan
Australian Securities Exchange
A well drilled to follow up a discovery and evaluate its
commercial potential
Australian dollars
Basis of design. Specification of owner's requirements

Intercontinental Exchange (ICE) Brent Crude deliverable
futures contract (oil price)
An exploration or development project located within
an existing province which can share infrastructure and
management with an existing operation
Certain Maritime Arrangements in the Timor Sea
Hydrocarbons, which are gaseous in a reservoir, but which
condense to form liquids as they rise to the surface
Cents per share
Oil that is produced from a reservoir after any associated gas
has been removed
A well drilled for the purpose of recovering hydrocarbons
Dividend reinvestment plan
Employee equity plan
Environmental impact statement
Earnings per share
A licence to explore for oil or gas in a particular area issued to a
company by a governing state
Where one company acquires an interest in an exploration
permit or production licence by paying some of the past or
future costs of another company which is relinquishing its
interest
Front-end engineering and design. Preliminary design and cost
and schedule confirmation before a final investment decision
Frontier Exploration Licences
Final investment decision
Halves of the calendar year (i.e. 1H is 1 January to 30 June,
2H is 1 July to 31 December)
Flaring is the term used to describe the controlled burning of
gas found in oil and gas reservoirs
Floating liquefied natural gas
Floating production storage and offloading vessel

Greenfield

GWF
HSE
Infill well
IOGP
ISO
JV
KGP
LIBOR
LNG
LPG
LTIF
Net debt
NPAT
NWS
PEP
PRRT
PSC
PSE

Q1, Q2, Q3, Q4

RAP

ROE

ROACE

SPA

Tier 1 PSE

Tier 2 PSE

TRIR

TSR

Development or exploration located outside the area of
influence of existing operations/infrastructure
Greater Western Flank
Health, safety and environment
Drilled for the purpose of increasing production
International Association of Oil & Gas Producers
International Organisation for Standardisation
Joint venture
Karratha Gas Plant
London Inter-Bank Offer Rate
Liquefied natural gas
Liquefied petroleum gas
Lost time injury frequency
Total debt less cash and cash equivalents
Net profit after tax
North West Shelf Project
Petroleum exploration permit
Petroleum Resources Rent Tax
Production Sharing Contract
Process safety event
Quarters of the calendar year (i.e. Q1 is 1 January to 31 March,
Q2 is 1 April to 30 June, Q3 is 1 July to 30 September, Q4 is
1 October to 31 December)
Woodside’s Reconciliation Action Plan
Return on equity is a measure of company performance
calculated as equity attributable to shareholders (excluding
non-controlling interests) divided by reported NPAT (excluding
non-controlling interests) expressed as a percentage

Return on average capital employed is calculated as net profit
after tax and net finance costs (after tax) divided by average
debt and equity
Sales and Purchase Agreement

A typical Tier 1 PSE is loss of containment of hydrocarbons
greater than 500 kg (in any one-hour period)

A typical Tier 2 PSE is loss of containment of hydrocarbons
greater than 50 kg but less than 500 kg (in any one-hour period)

The number of recordable injuries (fatalities + lost workday
cases + restricted workday cases + medical treatment cases)
per 1,000,000 hours worked

Total shareholder return

Unit production costs

Production costs ($ million) divided by production
volume (MMboe)

Free cash flow

Cash flow from operating activities less cash flow from
investing activities

Gearing

Net debt divided by (net debt + equity)

USA
USD
WA

United States of America
US dollars
Western Australia

Glossary of terms for the Remuneration Report
found on 63 to 77

Units of measure

Committee

The Human Resources & Compensation Committee

EIP

The executive incentive plan

Equity rights. ERs are awarded under the WEP and SWEP and
each one entitles participants to receive a fully paid share in
Woodside on the vesting date

Executive

A senior employee who the Board has determined to be
eligible to participate in the EIP

Executive Directors

Peter Coleman and Robert Cole (Robert ceased to be an
Executive Director on 26 November 2014)

Executive KMP

The Executive Directors and senior executives listed in
Table 1 of the Remuneration Report, page 64

KMP

KPI

LTA

NED

Key management personnel

Key performance indicator

Long-term award

Non-executive director

NEDSP

The Non-executive Director Share Plan

Performance year

The year to which an EIP award relates

Restricted shares

Woodside ordinary shares that are awarded to executives as
the deferred component of their STA

bbl

Bcf

boe

kPa

Mcf

MMbbl

MMboe

MMBtu

mtpa

psi

Tcf

barrel

billion cubic feet

barrel of oil equivalent

thousands of Pascals

thousand cubic feet

million barrels

million barrels of oil equivalent

million British thermal units

million tonnes per annum

pounds per square inch

tonnes

trillion cubic feet

terajoules

Conversion factors

Product

Factor

Conversion
factors1

Australian Pipeline Natural Gas

1TJ

163.6 boe

Relative total shareholder return

Liquefied Natural Gas (LNG)

1 tonne

8.9055 boe

A corporate scorecard of key measures that align with
Woodside’s overall business performance

Short-term award

The supplementary Woodside equity plan

Variable annual reward

Variable pay right. Each VPR is a right to receive a fully paid
ordinary share in Woodside

The Woodside equity plan

Condensate

Oil

1 bbl

1.000 boe

Liquefied Petroleum Gas (LPG)

1 tonne

8.1876 boe

Gulf of Mexico Pipeline Natural Gas

1 MMBtu

0.1724 boe

1. Minor changes to some conversion factors can occur over time due to gradual

changes in the process stream.

RTSR

Scorecard

STA

SWEP

VAR

VPR

WEP

138

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOnIndex

A
American Depositary Receipts (ADR)
Angel platform
Annual General Meeting, 2014 Notice
Anti-bribery and corruption
Acquisition
Australia Oil
Areas of Activity
B
Balance sheet
Balnaves Oil
Board of Directors
Brent oil price
Browse FLNG
C
Canada
Canary Islands
Cameroon
Carbon cost, Clean Energy Act
CEO remuneration
CEO’s report
Chairman’s report
Cimatti - Enfield
Committees of the Board
Compass (workplace culture)
Compliance
Community engagement
Conservation Agreement
Contingent resources
Conversion factors
Corporate governance
Credit rating
D
Directors’ declaration
Diversity
Dividend
Dividend Reinvestment Plan
Drilling
E
Effective income tax
Emissions
Employees
Environmental report
Environmental incidents
Events calendar 2015
Exchange rate
Executives
Exmouth
External auditor relationship
F
Farm-in
Financial position
Financial report
Flared gas and intensity
Floating LNG (FLNG)
Franking credit balance
Free cash flow
G
Gabon
Gearing
Global exploration
Global LNG demand
Goodwyn A
Graduates (Program)
Great South Basin
Greater Enfield
Greater Western Flank
Gulf of Mexico
H
Health and safety
I
Independent audit report
Indigenous
Israel
K
Karratha Gas Plant (KGP)
Kitimat LNG
L
Laminaria–Corallina
Laverda
Leviathan
LNG market
LNG Train
London Benchmarking Group
Long-term award (LTA)

136
5, 20, 21, 34
136
28, 29, 56
6, 8, 9, 16, 17, 33, 34, 43
13, 17, 24, 25
2, 3

9, 15, 16, 141
5, 9, 16, 17, 24, 43
7, 46, 47, 48
5, 6, 9, 14, 15, 24, 25, 32, 33
5, 7, 17, 33-35, 38, 39

5, 40, 41, 43, 44
41, 42
5, 17, 40-42
14, 30
68
8, 9
6, 7
25
52
48, 56
1, 18, 53, 55-58, 62, 70
13, 31, 59
23
5, 34-36, 38, 39
138
45-62
15

133
26, 27, 58, 59
4, 6, 14, 62, 64, 136, 137
62, 136
8, 16, 17, 22, 23, 25, 40-43

14, 141
30
9, 26, 27, 31
30
30
137
4, 15, 19
10, 11
5, 17, 25, 35, 40-42
58

41, 42
14, 15
79-134
13, 30
16, 38, 39
105
14, 15

5, 17, 40-42
14, 15, 141
40-42
32
9, 20, 21
9, 13, 26, 27, 58
31, 42
17, 25
8, 15, 17
44

4, 13, 28, 29

134
26, 27, 31, 58
44

9, 20, 21
5, 17, 33, 43

14, 24, 25
25
9, 44, 137
13, 16, 21, 23, 32, 33
21
31
64-70

M
Memorandum of Understanding (MOU)
Mission (company)
Morocco
Myanmar
N
Neptune
Net profit after tax
New Zealand
Nganhurra FPSO
Ngujima-Yin FPSO
North American LNG, US LNG
North Rankin Complex
North Rankin Redevelopment Project
North West Shelf Project
Northern Endeavour FPSO
O
Oil spill response plan/contingency
Okha FPSO
Operating and financial review
Outer Canning
P
Payout ratio
Petroleum Resource Rent Tax (PRRT)
Performance summary
Peru

Pluto LNG

Pluto Support Centre

Production

Production Sharing Contract (PSC)
Proved plus Probable reserves
Proved reserves
R
Reconciliation Action Plan (RAP)
Remuneration report
Republic of Korea
Reserves replacement ratio
Reserves statement
Retention lease
Retention (of employees)
Return on equity
Risk management, policy, system
S
Sales revenue
Security
Securities Dealing Policy
Seismic
Sensitivities
Share plans
Share price performance
Share registry: enquiries
Shareholders: twenty largest
Shareholdings: distribution
Short-term award (STA)
Spain (Canary Islands)

Strategy, Woodside

Stybarrow Venture FPSO
Social investment contributions
Sunrise
T
Tanzania
Taranaki Basin
Technology
Timor-Leste
Toro-1 well
Total shareholder return (TSR)
Total recordable injury rate (TRIR)
Turnaround
Turnover (employees)
U
United States of America (USA)
Unit production cost
V

Values (company)

9, 44
1, 6, 48
5, 17, 40-42
5, 17, 30, 40-42

14, 34, 44
5, 6, 14, 15 141
9, 17, 30, 31, 40-42
25
25
33
9, 17, 20, 21
5, 20, 21
20, 21
25, 30

18, 29, 30
20
12-44
9, 17, 40, 42

141
14
4, 5
9, 17, 40-42
5, 8, 13-18, 22, 23, 30, 33, 35,
140
13, 22, 23
4-9, 13-18, 20-25, 32-34, 43,
140, 141
41, 42
5, 34, 35, 140
5, 35, 35

26, 27, 31
63-78
41, 42
34-36
34, 35
39
26, 54, 69
4, 14, 15
16, 18, 19, 30, 48, 51, 53, 57, 58

4, 20, 21, 23, 24, 140
18, 28, 29
56, 69, 70
5, 15, 16, 17, 20, 23, 34, 40-42
15
72
5
136
135
135
64-69
41, 42
1, 7, 8, 16, 18, 19, 26, 29, 40,
57, 64, 68
25
13, 31
7, 17, 35, 39

5, 16, 17, 40-42
42
7, 8, 16, 23, 38, 40
7, 39
5, 8, 9, 40,
5, 8, 64
4, 28, 29, 67
20-24
27, 58, 59, 67

16, 32, 44 ,136
13, 15

1, 8, 9, 15, 26, 27, 48, 51, 56,
58, 64, 67
4, 13-15, 17, 24, 25, 140
1, 16, 48

Vincent
Vision
Volume weighted average realised prices 14
Volunteering
W
Wheatstone LNG
WPL
X
Xena

13, 31

5, 16, 17, 33, 43
5, 8, 136

8, 15, 17, 22, 23

139

WOODSIDE PETROLEUM LTD SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION2014 SUMMARY CHARTS

Product view

Investment

Gas and condensate*
Oil*
Exploration and other
* Indicative only as some assets produce oil and gas

2013
2014
45% 50%
17% 5%
38% 45%

971
Million

The majority of our investment expenditure was directed
towards our LNG projects including North West Shelf (NWS),
Pluto LNG (Pluto) and Browse. Our 2014 investment spend
reflects increasing exploration activity.

Production

Natural gas*
Oil
Condensate
* Includes LNG, LPG and pipeline gas

2013
2014
79% 79%
10% 12%
11% 9%

95.1
MMboe

The majority of our production is from natural gas at the
NWS and Pluto projects. The proportion of oil increased in
2014 due to full year of production from the Vincent floating
production storage and offloading vessel (FPSO), which
returned from refurbishment in Q4 2013.

Regional view

Investment

Australia
USA
Rest of World

2013
2014
89% 88%
0% 0%
11% 12%

971
Million

Capital expenditure in the north-west of Australia continues to
dominate regional investment.

Production

Australia
USA
Rest of World

2013
2014
99% 99%
1% <1%
0% 0%

95.1
MMboe

Australian projects provide the majority of Woodside’s
production volumes.

Refer to our areas of activity map 2 which shows the
locations of our producing assets.

Sales revenue

Natural gas*
Oil
Condensate
* Includes LNG, LPG and pipeline gas

2013
2014
66% 71%
17% 16%
17% 13%

7,076
Million

Australia
USA
Rest of World

2013
2014
99% 99%
1% <1%
0% 0%

7,076
Million

The revenue profile is largely derived from gas streams. The
contribution of natural gas to revenue increased in 2014 due to
higher production at the NWS and Pluto projects, underpinned by
higher LNG reliability.

Refer to 5 to view the Brent oil price graph indexed over
ten years.

While the bulk of our revenue is currently derived from Australia,
Woodside’s growth strategy seeks to capture new opportunities
to broaden our global portfolio.

Refer to the CEO report 8 and the Operating and Financial
Review 16 for further information on our strategy.

Reserves (Proved plus Probable)

Natural gas*
Oil
Condensate
* Includes LNG, LPG and pipeline gas

2013
2014
86% 87%
5% 4%
9% 9%

1,338.5
MMboe

Australia
USA
Rest of World

2013
2014
99% 100%
<1% 0%
0% 0%

1,338.5
MMboe

With gas representing the larger portion of Woodside’s reserves,
our focus is on commercialising the undeveloped volumes of the
gas assets we hold, in order to maximise shareholder return.

The majority of Woodside’s Proved plus Probable reserves are
located in Australia; however, we anticipate a greater diversity
will result from the implementation of our growth strategy.

140

WOODSIDE PETROLEUM LTD ANNUAL REPORT 2014OVERVIEWOpERatIng and FInancIal REVIEWgOVERnancEFInancIal REpORtSHaREHOldER InFORMatIOn10 YEAR COMPARATIVE DATA SUMMARY

2014

2013

2012

2011

2010

2009

2008

2007

2006

2005

SHAREHOLDER INFORMATION

Profit and Loss (USDm)1
Operating Revenues
Australia

Pipeline Gas
LNG
LPG
Condensate
Oil
LNG Processing Revenue
Trading Revenue

Gulf of Mexico
Algeria
Mauritania
Total
EBITDAX2
EBITDA2
EBIT3
Exploration and Evaluation4
Depreciation and Amortisation4
Amortisation of Licence Acquisition Costs
Impairment/(Impairment Reversal)
Net Finance Costs
Tax Expense
Non-controlling Interest
Reported NPAT
Underlying NPAT
Reported EPS (cents)5
Underlying EPS (cents)5
DPS (cents)
Underlying Payout Ratio
Balance Sheet (USDm)1
Total Assets
Debt
Net Debt
Shareholder Equity
Cash Flow (USDm) and Capital Expenditure (USDm)
Cash Flow from
Operations
Investing
Financing

(%)

Capital Expenditure

Exploration and Evaluation
Oil and Gas Properties and Property, Plant & Equipment6

Ratios (%)
ROACE7
Reported Return on Shareholders Funds
Underlying Return on Shareholders Funds
Gearing
Volumes
Sales (million boe)
Australia

(%)
(%)
(%)

Pipeline Gas
LNG
LPG
Condensate
Oil

Gulf of Mexico
Mauritania
Algeria
Total (million boe)
Production (million boe)
Australia

Pipeline Gas
LNG
LPG
Condensate
Oil

Gulf of Mexico
Mauritania
Algeria
Total (million boe)
Other ASX Data
Reserves (Proved plus Probable)
Gas (Tcf)
Condensate (MMbbl)
Oil (MMbbl)
Other
Employees
Shares

376
4,563
80
901
1,133
198
161
23
-
-
7,435
5,853
5,568
3,672
285
1,441
21
434
163
993
102
2,414
2,421
293
294
255
87

366
3,347
88
1,000
896
150
-
79
-
-
5,926
4,460
4,188
2,538
272
1,218
45
387
179
545
65
1,749
1,702
213
207
249
71

367
2,834
125
903
1,918
125
-
76
-
-
6,348
5,528
5,162
3,795
366
1,184
26
157
137
614
61
2,983
2,061
366
253
130
51

375
1,509
127
860
1,795
-
-
93
43
-
4,802
3,423
2,864
2,212
559
627
28
(3)
26
677
2
1,507
1,655
190
209
110
53

309
1,310
115
708
1,579
-
-
117
55
-
4,193
3,431
3,126
2,256
305
749
24
97
(18)
697
2
1,575
1,418
204
183
105
57

378
769
94
571
1,496
-
-
124
55
-
3,487
3,427
3,209
2,303
218
752
35
119
12
823
(6)
1,474
1,052
210
150
95
64

320
1,007
112
669
2,685
-
-
197
55
-
5,045
4,017
3,765
2,852
252
732
49
132
19
1,287
-
1,546
1,823
225
266
100
38

24,810
24,082 23,770
4,340
3,764
1,918
1,541
15,824 15,225 15,148

2,586
(682)

23,231
5,102
5,061
12,658

20,196 17,753 10,317
2,044
4,939
1,946
3,732
4,633
8,812

4,915
3,952
11,091

227
619
92
577
1,521
-
-
133
55
137
3,361
2,598
2,241
1,560
357
541
83
57
8
687
-
864
948
128
141
91
64

8,515
903
782
4,458

182
614
75
512
1,062
-
-
119
56
252
2,872
2,346
2,093
1,684
253
337
65
7
20
590
-
1,075
1,030
163
157
98
63

7,072
1,435
1,188
3,313

185
548
70
480
736
-
-
21
55
-
2,095
1,685
1,472
1,238
214
213
20
-
7
387
-
844
791
128
120
70
58

5,107
826
656
2,565

4,785
(617)
(3,119)

3,330
(1,059)
(2,470)

3,475
161
(1,252)

2,242
(3,533)
362

2,104
(2,941)
608

1,483
(4,708)
4,207

3,224
(3,892)
684

2,082
(1,700)
(522)

1,457
(1,432)
41

1,053
(1,152)
(352)

261
425

17.5
15.3
15.3
(4.5)

13.3
58.3
0.8
9.4
11.2
0.2
-
-
93.2

13.3
60.3
0.8
9.1
11.4
0.2
-
-
95.1

166
420

12.0
11.5
11.2
9.2

14.0
52.4
0.9
9.5
8.0
0.9
-
-
85.7

13.9
53.6
0.9
9.5
8.2
0.9
-
-
87.0

383
1,145

778
2,651

703
2,933

273
3,992

418
4,031

447
1,965

376
1,091

18.3
19.7
14.5
11.2

11.8
11.9
12.9
28.6

13.5
14.2
13.0
26.3

19.0
16.7
12.5
29.8

37.1
33.4
37.1
29.6

24.3
19.4
20.9
14.9

32.4
32.5
31.5
26.4

13.9
42.6
1.1
8.6
16.8
0.8
-
-
83.8

13.8
43.9
1.1
9.3
16.0
0.8
-
-
84.9

14.0
22.4
1.1
7.8
15.7
1.1
-
1.8
63.9

14.0
22.6
1.2
7.9
16.0
1.1
-
1.8
64.6

14.8
22.7
1.3
9.1
19.8
2.2
-
2.3
72.2

14.8
23.2
1.4
9.1
19.7
2.2
-
2.3
72.7

18.4
21.3
1.5
9.7
24.3
3.2
-
2.3
80.7

18.4
21.5
1.5
9.5
24.5
3.2
-
2.3
80.9

18.9
17.0
1.2
7.9
29.8
3.1
-
2.3
80.2

18.9
17.4
1.2
7.9
30.5
3.1
-
2.3
81.3

16.4
17.0
1.2
7.8
20.4
2.6
2.0
2.3
69.7

16.4
17.4
1.2
8.0
20.5
2.6
2.2
2.3
70.6

15.5
17.3
1.2
8.0
16.5
2.6
4.3
2.3
67.7

15.6
17.4
1.2
8.0
16.4
2.6
4.4
2.3
67.9

210
993

29.9
32.9
31.5
20.4

16.6
17.0
1.2
8.7
13.3
0.4
-
2.3
59.5

16.6
17.2
1.2
8.6
13.4
0.4
-
2.3
59.7

6.65

7.09
117.11 125.20
67.00
54.06

7.51
130.90
95.90

7.80
138.70
108.50

8.02
154.74
117.50

7.79
147.80
136.10

7.90
151.40
168.80

7.80
152.10
170.20

6.90
144.60
221.10

4.67
129.70
294.50

3,896
39.54
33.29
38.90

3,650
49.28
40.56
42.56

3,856
50.85
29.76
30.62

3,803
44.23
33.71
38.01

3,997
38.16
30.09
33.88

High (A$)
Low (A$)
Close (A$)

2,508
39.39
19.87
39.19
Number (000’s) 823,911 823,911 823,911 805,672 783,402 748,599 698,553 688,331 666,667 666,667
83,829
19,146
26,127
3.95
31.4
3.4

227,798 217,383 208,277 205,868 201,134 175,257 141,035 131,460 119,003
20,033
33,745
25,664 28,579 28,983
25,407
33,342
27,914
31,317 32,050
2.47
6.12
14.09
30.43
44.09
35.4
25.2
27.2
29.8
30.1
5.9
11.6
6.6
5.4
(2.7)

31,567
35,334
5.71
33.7
11.8

30,353
34,685
3.60
35.8
2.6

17,717
25,637
3.35
32.6
11.0

25,287
24,670
12.67
30.5
20.0

2,888
49.80
34.81
38.11

2,981
56.66
34.81
50.39

3,219
53.87
31.19
47.20

3,124
70.51
26.81
36.70

(%)
(%)

Number of shareholders
Market Capitalisation (USD equivalent at reporting date)
Market Capitalisation (AUD equivalent at reporting date)
Finding Costs ($/boe) (3 year average)8
Reported Effective Income Tax Rate
Net Debt/Total Market Capitalisation

1 Comparative financial

information prior to 2010
has been converted on a
consistent basis in accordance
with Note 1(m) to the Financial
Report.

2 EBITDAX and EBITDA

exclude impairment and
amortisation of permit
acquisition costs. 2005 to
2013 EBITDAX and EBITDA
numbers have been restated
to reflect this change in
calculation.

3 EBIT is calculated as a profit

before income tax, PRRT and
net finance costs.

4 Amount excludes

amortisation of licence
acquisition costs.

5 Earnings per share has been
calculated using the following
weighted average number of
shares:
2014: 822,771,118
2013: 822,983,715
2012: 814,751,356
2011: 791,668,973
2010: 773,388,154
2009: 703,310,697
2008: 685,179,496
2007: 671,447,950
2006: 657,178,947
2005: 655,150,640

6 2005 oil and gas properties
capital expenditure includes
acquisitions through
business combinations of
A$415 million, relating to
the acquisition of Gryphon
Exploration Company.

7 The calculation for ROACE
has been revised in 2014 to
use EBIT as the numerator,
in addition to a change in
the composition of capital
employed. ROACE for 2005-
2013 has been restated to
include this change.

8 Finding cost methodology

is in accordance with the
FAS69/SEC industry standard.

WOODSIDE PETROLEUM LTD SHAREHOLDER INFORMATION

141

ANNUAL REPORT 2014

Head Office:
Woodside Petroleum Ltd
240 St Georges Terrace
Perth WA 6000 Australia

Postal Address:
GPO Box D188
Perth WA 6840 Australia

t: +61 8 9348 4000
f: +61 8 9214 2777
e: companyinfo@woodside.com.au

Visit us at
www.woodside.com.au

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