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Annual Report 2016

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ANNUAL REPORT 2016 DELIVERING VALUE GROWTH Woodside Petroleum Ltd | i On the cover The Pluto LNG Plant underpinned Woodside’s record LNG production in 2016, contributing 40.2 MMboe. For Woodside, Pluto LNG represents safe, highly reliable operations backed by new technology and innovation. This image was taken by a drone and looks across Pluto towards the North West Shelf Project. Drones are increasingly being used at our onshore and offshore facilities to conduct high-risk inspections more safely and efficiently. Sustainable Development Report 2016 This report is a summary of Woodside's sustainability approach, actions and performance for the 12-month period ended 31 December 2016. This report will be available on 16 March 2017. About this report This Annual Report 2016 is a summary of Woodside’s operations and activities for the 12-month period ended 31 December 2016 and financial position as at 31 December 2016. Woodside Petroleum Ltd (ABN 55 004 898 962) is the parent company of the Woodside group of companies. In this report, unless otherwise stated, references to 'Woodside' and the 'Group', the 'company,' 'we', 'us' and 'our' refer to Woodside Petroleum Ltd and its controlled entities, as a whole. The text does not distinguish between the activities of the parent company and those of its controlled entities. In this report, references to a year are to the calendar and financial year ended 31 December 2016 unless otherwise stated. All dollar figures are expressed in US currency, Woodside share, unless otherwise stated. Woodside is continuing efforts to reduce its environmental footprint associated with the production of the Annual Report. Printed copies of the Annual Report will only be posted to shareholders who have elected to receive a printed copy. The Annual Report is printed on an environmentally responsible paper manufactured under ISO 14001 environmental management standards, using elemental chlorine-free pulps from sustainable, well-managed forests. Report objectives This report meets our compliance and governance requirements, and is designed to provide easy-to-read information on how Woodside performed in 2016 for our stakeholders, including shareholders, customers, the community and employees. We aim to build awareness of our operations and demonstrate how we delivered on our mission and vision while maintaining our values and commitment to sustainable development. Forward looking statements This report contains forward looking statements. Please refer to page 59 which contains a notice in respect of these statements. We are working with Green ReportsTM in an initiative that ensures that communications minimise environmental impact and create a more sustainable future for the community. Additional information In this report, we have indicated where additional information is available online and in other sections of this report like this: A glossary of key terms, units of measure and conversion factors is on pages 133 and 134. More information can be found on our website at www.woodside.com.au. ii Woodside Petroleum Ltd | Annual Report 2016 Contents Overview About Woodside Our areas of activity Our performance Chairman’s report Chief Executive Officer’s report Organisational structure Operating and Financial Review Financial summary Strategy, capital management and business model Our 2017 priorities Exploration Global exploration Australia and Asia-Pacific Atlantic Margins Sub-Saharan Africa Projects and Developments Senegal Wheatstone LNG Myanmar Greater Enfield Project NWS subsea tiebacks Kitimat LNG Scarborough Browse LNG Operations Pluto LNG North West Shelf Project Australia oil International gas production Marketing and shipping Marketing and shipping Corporate People and capability Sustainability Community contribution Health, safety and environment Technology and innovation Risk Reserves and resources Governance Woodside Board Corporate Governance Statement Directors' Report Remuneration Report Financial Statements Shareholder information Shareholder statistics Business directory Key announcements 2016 Events calendar 2017 Glossary, units of measure and conversion factors Index Asset facts Summary charts Ten-year comparative data summary 1 2 4 8 10 12 16 18 20 22 23 24 24 25 26 27 28 30 31 31 32 33 33 35 36 38 40 41 43 44 47 48 50 52 54 56 58 60 66 68 69 71 91 129 131 132 132 133 135 136 137 138 Woodside Petroleum Ltd | Overview iii Our Compass Who we are Where we’re going How we’ll get there Integrity We are open, honest and fair. We do what we say we will do. We have the courage to do the right thing. Respect We give everyone a fair go. We listen. Working sustainably We are here for the long term. We look after each other, our communities and the environment. We keep each other safe. Working together We are on the same team. We build long-term partnerships. Discipline We play by the rules. We set goals and we hold ourselves to account. Excellence We achieve great results. We learn. We get better. Our mission To deliver superior shareholder returns. Our vision Our aim is to be a global leader in upstream oil and gas. Our strategic direction Maintain our leading Australian position by optimising our producing assets and commercialising our growth projects and other premium opportunities. Grow our portfolio by leveraging our core capabilities for global upstream growth. Partner of choice We are the premium choice for partnerships based on our distinctive capabilities, culture and track record as a great partner. Engaged people We work for a highly regarded and successful company. We are part of a team working together for great results and have opportunities to contribute and grow. Functional excellence We leverage our core capabilities and the latest technology to create new opportunities and sharpen our competitive edge. Decision effectiveness We make and execute decisions in line with our business priorities and our values. Since its launch in 2012, the Compass has enabled Woodside to evolve and respond to the external environment, creating an engaged and disciplined workforce focused on delivering superior shareholder returns. iv Woodside Petroleum Ltd | Annual Report 2016 About Woodside Woodside is Australia’s largest independent oil and gas company with a global portfolio, recognised for our world-class capabilities – as an explorer, a developer, a producer and supplier of energy. Our mission is to deliver superior shareholder returns through realising our vision of becoming a global leader in upstream oil and gas. Our global exploration portfolio includes emerging and frontier provinces in Australia and the Asia-Pacific region, the Atlantic Margins and Sub-Saharan Africa. Our assets are renowned for their safety, reliability and efficiency, and we are Australia’s most experienced liquefied natural gas (LNG) operator. We operate 8% of global LNG supply.1 Our producing assets in Australia include the landmark North West Shelf (NWS) Project, which has been operating since 1984. In 2012, we commenced production from the Pluto LNG Plant and will add additional volumes from our non-operated Wheatstone LNG interests in mid-2017. Today, we continue to be at the forefront of our industry by seeking to grow new markets for LNG. To achieve this we are planning for Australia’s first LNG fuel hub to capture growing land and marine LNG fuel markets. We also operate a fleet of floating production storage and offloading (FPSO) facilities. From mid-2019, we will add additional oil production from the Greater Enfield Project via our existing Ngujima-Yin FPSO facility. We continue to expand our capabilities in marketing, trading and shipping and have enduring relationships that span more than 25 years with foundation customers throughout the Asia-Pacific region. As a low-cost energy supplier with a sustainable business model, we are pursuing opportunities to deliver affordable energy to the world’s growing markets. We have significant equity interests in high-quality development opportunities in Australia, Senegal, Myanmar and North America and are pursuing new concepts, technology and contracting strategies to enable the earliest commercialisation of these resources in line with global demand. We believe that technology and innovation are essential to bringing down costs and unlocking future growth. Today, we are pioneering remote support and the application of artificial intelligence and advanced analytics across our operations. We recognise that long-term meaningful relationships with communities are fundamental to maintaining our licence to operate, and we work to build mutually beneficial relationships. Woodside is characterised by strong safety and environmental performance in all locations where we are active and we are committed to upholding our values of integrity, respect, working sustainably, discipline, excellence and working together. Our success is driven by our people and we aim to attract, develop and retain a diverse high-performing workforce. Our proven track record, distinctive capabilities and ability to manage risk and volatility are underpinned by more than 60 years of experience, making us a partner of choice. 1. Source: Wood Mackenzie LNG Tool, Q4 2016 Woodside Petroleum Ltd | Overview 1 Woodside Petroleum Ltd | Overview 1 Our areas of activity SENEGAL CANADA KITIMAT LNG CANADA GRASSY POINT LNG USA PORT ARTHUR LNG PERU IRELAND MOROCCO GABON1 PRODUCING ASSET PROJECTS AND DEVELOPMENTS APPRAISAL AND EXPLORATION Gas Oil Gas or oil 1. Woodside farm-in to Luna Muetse block is awaiting final Government approval. 2 Woodside Petroleum Ltd | Annual Report 2016 MYANMAR WHEATSTONE LNG SCARBOROUGH NORTH WEST SHELF PROJECT PLUTO LNG BROWSE DEVELOPMENT Karratha 6% AUSTRALIA OIL AUSTRALIA OIL GREATER ENFIELD PROJECT WESTERN AUSTRALIA SUNRISE LNG AUSTRALIA 46% PLUTO LNG 48% NWS PROJECT NEW ZEALAND 2016 Australian production contribution Perth Woodside Headquarters Woodside Petroleum Ltd | Overview 3 Our performance In 2016, Woodside achieved operational excellence while maintaining a strong focus on health and safety. Production was driven by increased system reliability and 353 days of uninterrupted production from the Pluto LNG facility. See page 36 for more information. Production up by 2.7 MMboe compared to 2015, our second-highest annual production output. This includes record LNG production of 63.7 MMboe. We are delivering world-class reliability. 98.7% LNG reliability 14 We saved turnarounds across our assets. days on our schedule for major planned This contributed to record sales volume of MMboe, and our revenue was $4.1 billion. 95 4 Woodside Petroleum Ltd | Annual Report 2016 O V E R V E W I We continue to drive down our unit production costs. e o b / $ S U 8.4 7.5 6.9 5.0 13 14 15 16 We achieved a 28% overall reduction in unit production costs. A key contributor to this was a 40% reduction in Pluto unit production costs. See page 17 for more information. In 2016, Pluto LNG achieved a unit production cost of $3.3 per boe. And our operations achieved break-even cash cost of sales down 23% to ~$8.5 per boe. While improving safety performance across the business. Our TRIR was 1.64, down from 1.71 in 2015. See page 54 for more information. 3.0 1.9 1.7 1.6 13 14 15 16 Total recordable injury rate (TRIR) performance This contributed to a net profit after tax (NPAT) of $ 868 million. All leading to creation of value for our shareholders. 6.2% Full-year dividend 104 83 US cents Earnings per share US cents Return on average capital employed Woodside Petroleum Ltd | Overview 5 Our performance cont. Managing risk and volatility is key to responding to a challenging external environment. We have long-life, low-cost assets that require low sustaining capex. In 2016, we generated $114 million of free cash flow. While undertaking acquisitions in Australia and Senegal significant 2 Net debt Cash flow from operations $2,587 million Sources Other Dividends Acquisitions Capital and exploration expenditure Uses Our acquisition of interests in Senegal and half of BHP Billiton’s interests in the Scarborough area assets demonstrate Woodside’s focus on value growth and leverage our deep-water capabilities. See pages 27 and 33 for more information. Moody's S&P Baa1 & BBB+Investment grade credit rating and maintaining our investment- grade credit rating and gearing. 23.3% 24.0% 9 1 3 4 , 8 8 6 4 , 2015 2016 Gearing Net debt ($m) As part of managing our debt obligations, Woodside secured $1.4 billion in funding at competitive rates. Woodside’s liquidity is $2.7 billion; gearing remains within our target range of 10–30%. Our average term to maturity of our debt portfolio is 4.6 years. As we move into 2017,88% of expected LNG production is sold under oil-linked contracts. See page 17 for more information. 6 Woodside Petroleum Ltd | Annual Report 2016 O V E R V E W I We are creating and building near-term value growth. We discovered of recoverable gas (2C, 100%) offshore Myanmar. 2.4 Tcf We made back-to-back discoveries at Thalin and Shwe Yee Htun. See pages 24 and 30 for more information. In 2016, we had low finding and acquisition cost* of ~$1.50/boe. We are commencing a significant appraisal program in Woodside’s appraisal program is complemented by exploration drilling in Australia, Myanmar and potentially Senegal. See page 23 for more information. Senegal and Myanmar on the back of recent discoveries. 15% production growth ~ And adding from 2017 to 2020 from existing operations and currently sanctioned projects. Mid-2017 Wheatstone LNG Train 1 H1 2018 Wheatstone LNG Train 2 and domestic gas Mid-2019 Greater Enfield Project first oil We are well positioned to provide affordable energy products to the world's growth markets. *2016 exploration and acquisition investment expenditure divided by contingent resources (2C) added through 2016 exploration and acquisition activity. Woodside Petroleum Ltd | Overview 7 Chairman’s report Michael Chaney, AO Chairman It is a real pleasure to be able to report on a year of excellent performance by your company in what was a difficult external environment for the oil and gas industry. Oil prices fell dramatically early in the year and, on average, were down about 20 percent on the previous year. Despite this we generated over $2.5 billion of cash flow from operations during 2016 through a combination of increased production, record sales volumes, continued reductions in our unit production costs and improved reliability. Net profit after tax was $868 million, a strong result given the fall in the oil price, and one reflecting the company's success in increasing production and reducing costs. This compared with a profit of $26 million in 2015, which adjusts to $1,126 million after allowing for one-off non-cash items (primarily 2015 impairment charges of $1,083 million). Earnings per share increased in 2016 to 104 US cents and the directors declared full-year dividends of 83 US cents. Strategic acquisitions Your company has been very active over recent years in pursuing potential acquisition opportunities. Our objective in this was to create shareholder wealth and, as a result, we walked away from numerous opportunities which we considered overpriced. That discipline paid off in 2016 when, with vendor expectations falling in line with the oil price, we acquired a major oil interest in Senegal and a significant interest in the Scarborough, Thebe and Jupiter gas fields on the Australian North West Shelf. The price paid for these quality resources was recognised as being well below most analysts’ valuations. Along with exploration success, these acquisitions added 694 MMboe (16 percent) to our contingent resources (2C) during the year; and they provide substantial production growth potential going forward. Importantly, the company’s balance sheet remains in very solid shape. Notwithstanding major capital, exploration and acquisition expenditure during 2016, gearing increased only marginally from 23.3 percent to 24.0 percent and we have retained our investment grade credit rating. Our people Our Chief Executive, Peter Coleman, has built an outstanding senior management team during his nearly six years with the company to date. Achieving that has required a remuneration system capable of attracting industry-leading people from around the world and, having done that, of motivating and retaining them. Our system has clearly achieved that purpose. We were disappointed that at the 2016 Annual General Meeting, 27 percent of votes were cast against the company’s Remuneration Report. We do, however, appreciate the feedback provided subsequently by shareholders and, based on that, we have made changes to the remuneration arrangements applying to our senior executives. These are described in detail in the Remuneration Report. Government policy Governments play an important role in regulating industry and creating a positive economic environment for development. The Australian Treasurer announced recently that the Government would be undertaking a review of Australia’s petroleum tax regime in response to declining fiscal revenues. It is critical that any such review takes account of the long-term nature of investments, the risks that companies face and the need for regulatory stability. In many cases, targeted rates of return are only achieved after decades of operation and during that time reported profits can be very volatile. In recent years, we have seen in Australia examples where a cyclical increase in commodity prices and company profits results in government deciding to impose a new impost in order to increase its share of the riches. There seems to be little appreciation of whole-project economics, where, for example, large profits later in a project's life fail to make up for below-budget profits in the early years and the investment never achieves its hurdle rate of return. Imposing new taxes during profitable times only exacerbates this situation. 8 Woodside Petroleum Ltd | Annual Report 2016 O V E R V E W I It has been a year of excellent performance for Woodside, with strong cash flow being achieved through a combination of increased production, record sales volume, continued reductions in our unit production costs and improved reliability. One such example occurred in 2008, when the Rudd Commonwealth Government removed the condensate excise exemption, costing the North West Shelf participants hundreds of millions of dollars per annum. That unilateral action ignored the fact that the exemption was a material factor in the initial decisions of the participants to invest in the project. A second example can be seen in Western Australia currently with a proposal by the National Party leader to increase iron ore lease fees for two major companies by a factor of 20 – a change that would put at risk the international competitiveness of the producers. Such changes threaten to hurt Australia’s reputation and render new investment projects less viable. These projects are risky enough without adding additional country risk. Increasing taxes at a time of low prices is even more detrimental to investment. Future outlook Concerns have been raised by some commentators about some energy resources becoming “stranded” as a result of the transition to renewables in coming decades. We are confident that this will not apply to Woodside’s assets. Gas and LNG are likely to continue to be in strong demand for decades because of their relatively low emissions intensity; and our oil interests will be produced over relatively short time horizons. The international oil price will be the major determinant of petroleum asset values; and predicting it with any reliability has proved impossible. During the course of 2016, the major oil-producing nations took action successfully to stabilise oil prices and it appears that a return to the low prices of early 2016 is unlikely. In the meantime, the potential volatility of prices reinforces the need for prudent balance sheet management. Board changes The Board has an ongoing program of succession planning and renewal and a number of changes have taken place over the last 12 months. We were delighted to welcome three new directors: Ann Pickard, who joined the Board in February 2016 with a great breadth of experience in the international oil and gas industry; Ian Macfarlane, who joined us in November 2016 and who brings a wealth of experience in government and particularly in the resources portfolio; and Larry Archibald who has deep experience in international oil and gas exploration and who joined us in February 2017. Larry was selected to replace David McEvoy, who will retire at the Annual General Meeting in May. David has been an invaluable contributor to the Board during his 11-year tenure with his extensive exploration knowledge and as Chair of the Sustainability Committee. We thank him for that wonderful contribution. The Board has announced that Richard Goyder, AO will join Woodside as an independent, non-executive director and Chairman-elect on 1 August 2017. In order to ensure a smooth transition, I will step down as Chairman at the close of next year’s Annual General Meeting in April 2018 and be replaced by Richard. It has been my great pleasure to serve as Woodside’s Chairman and to lead an exceptional Board. I am confident that Richard’s demonstrated focus on delivering value for shareholders and commitment to excellence will provide outstanding leadership through our company’s next exciting phase of growth. On behalf of the Board, I convey my thanks and appreciation to our management team for their continued dedication to ensuring that Woodside remains an industry-leading oil and gas company. We are well-positioned in terms of people, petroleum resources and skills to provide attractive returns to shareholders in the years ahead. Michael Chaney, AO Chairman 1 March 2017 Woodside Petroleum Ltd | Overview 9 Chief Executive Officer’s report Peter Coleman Chief Executive Officer and Managing Director Woodside’s people and business model performed exceptionally well during 2016, delivering strong profits while increasing production, progressing new projects and acquiring world-class oil and gas resources in Australia and globally. Our industry had a tough start to the year, with crude oil prices dropping to 14-year lows, and LNG from new projects flowing into an over-supplied market. Despite the external challenges, the company’s strategy was never compromised. Reported profit for the year was $868 million, reflecting outstanding reliability of our facilities, good investment decisions in Scarborough and Senegal and a 23 percent reduction in our break-even cash cost of sales. Woodside is now a global leader in both the management and cost of our facilities. Strong cash flow, despite low prices Our exemplary operating performance and low cost of production have generated solid operating cash flow. Even though realised prices were down almost 20 percent on the previous year, we increased both operating cash flow and free cash flow (after deducting investment expenditure). Our net cash flow from operating activities increased to $2.6 billion, and free cash flow to $114 million. These results were achieved by revising our expenditure plans downwards as oil prices plunged in early 2016. We delivered on our productivity and cost reduction program. The positive free cash flow result was achieved despite completing two value accretive acquisitions during the year. We maintained our gearing within our target range at 24 percent, and we remain one of the few of our peer organisations that was able to maintain its credit rating through the low point in the commodity cycle. Our increased focus on cost efficiencies and reliability was reflected in a 28 percent reduction in our unit production costs. Woodside’s overall production climbed to 94.9 MMboe in 2016, the second-highest level on record, and our Pluto LNG facility achieved record production. Our dedication to operational excellence was evident in the fact that the largest-ever North West Shelf Project integrated turnaround was executed safely and our total recordable injury rate remained at the low level achieved in 2015. There were no major interruptions to the operation of our facilities. Through this disciplined approach to managing our operations and the efficient use of capital, we have largely funded our expenditure from organic cash flow and strengthened our position by progressing projects to a final investment decision, acquiring new assets and continuing our exploration activities. We have proved in 2016 that, in a challenging environment, we can continue investing in future supply while also distributing dividends to shareholders. This forward-looking approach is what makes us a leading supplier of affordable and sustainable energy. 2016 Highlights + NPAT of $868 million. + Outstanding reliability: 94.9MMboe of annual production, our second highest on record. + A 28% reduction in unit production costs. + TRIR continues to improve. + Acquisition of Senegal oil and Scarborough gas interests at a cost of approximately $1.10 per boe. + Announced back-to-back discoveries in Myanmar. + FID on the Greater Enfield oil project. 2017 Activities + Expect first LNG from Wheatstone Train 1 in mid-2017. + Commence appraisal drilling in Myanmar and Senegal and progress exploration drilling in Australia, Myanmar and potentially Senegal. + Ongoing reliable production from existing facilities. + Continue commitment to global top-quartile health and safety performance. + Create a hub on the Burrup Peninsula to maximise value from Woodside and other assets in the region. + Expand access to LNG as a fuel source. + Work sustainably with our local communities. 10 Woodside Petroleum Ltd | Annual Report 2016 O V E R V E W I In the past two years, we have acquired and discovered resources equal to more than 30 years of Woodside’s current annual production, setting us up for a strong future. As Woodside expands its portfolio in Australia and globally, we have reflected on how we acquire assets, revising our processes to maintain the rigour of our approach as circumstances change. We have introduced more stringent economic criteria for our acquisitions and moved mergers and acquisitions into the finance organisation. The new criteria and processes are designed to ensure our targeted acquisitions deliver the best results for investors. Preparing for future growth We have been smart about the assets we acquired, adding quality resources at a cost of approximately $1.10 per boe.1 We have added over 690 MMboe to our 2C contingent resources through exploration in Myanmar and acquisitions in Senegal and the Scarborough area, off north Western Australia. We have also matured 41 MMboe to 2P reserves following the final investment decision approving the development of Greater Enfield, 60 km off the Western Australian town of Exmouth. In the past two years, we have acquired and discovered resources equal to more than 30 years of Woodside’s current annual production, setting us up for a strong future. We have continued to diversify our supply. Our acquisition of deep-water oil discoveries offshore Senegal gave Woodside a significant position in an underexplored and highly prospective emerging oil province. Early in the year, there was cause for celebration as we drilled two successful exploration wells offshore Myanmar, where Woodside is one of the largest acreage holders, with interests in six blocks. 1. 2016 acquisition investment expenditure divided by contingent resources (2C) added through 2016 acquisition activity. We expect exciting times in 2017 as we progress towards the commercialisation of our assets, continue our exploration activities and consider opportunities to accelerate production from our existing facilities. We look forward to growth in Myanmar and Senegal, where further drilling operations are planned, and we are investing in the flawless execution of the Wheatstone start-up and the development of Greater Enfield. We are making our considerable commissioning and start-up expertise available to the Wheatstone operator to ensure a smooth start-up ahead of the scheduled first LNG cargo delivery from the project in mid-2017. New opportunities for LNG We are proud of the role we play in providing energy to customers in Australia and globally, including helping to meet the growing demand in developing countries for low-cost, low-emissions energy. As the world attempts to deliver on pledges to reduce emissions, we anticipate growing demand for renewables but also for the reliable supply of energy that natural gas can provide. Demand for gas globally is expected to increase amid growing pressure for fuels that are both greener and cleaner. Natural gas has the dual advantage of relatively low carbon dioxide emissions and negligible emissions of sulphur and particulates. The switch to gas also has benefits for air quality, allaying the serious public health concerns associated with heavy particulate emissions. At Woodside, we are taking steps to develop demand for LNG as a low-emissions transport fuel, starting in the Pilbara. The proximity of fuel-intensive industry to world-class gas supplies makes the region in Western Australia’s north the perfect place to drive this transition. We see this as an opportunity to grow our markets, while also responding to concerns about air quality and climate change. In our Sustainable Development Report, we will have more to say about how we have embedded our sustainability principles at every level of our company, underpinning our vision, mission and values. In 2016, Woodside has acted decisively to take advantage of a low-cost environment and lay the groundwork for future production growth. We have been working hard to maximise the value of our base business, execute our projects flawlessly, and grow our portfolio and the value we derive from it. We have lived within our means and achieved everything we said we would: improving production, lowering costs and increasing the reliability of our operating business. In 2017, we are committed to rewarding the faith our investors have placed in us as we continue to deliver sustained growth in shareholder wealth. Peter Coleman Chief Executive Officer and Managing Director 1 March 2017 Woodside Petroleum Ltd | Overview 11 Organisational structure Peter Coleman BEng, MBA, FATSE Chief Executive Officer and Managing Director Phil Loader BSc (Geology), MBA, MSc, DIC Executive Vice President Global Exploration Dr Robert Edwardes BSc (Eng), PhD Executive Vice President Development Michael Utsler BSc (Petroleum Engineering) Executive Vice President and Chief Operations Officer Reinhardt Matisons BEng, MBA, MIE Aust, CPEng, CPA Executive Vice President Marketing, Trading and Shipping Exploration Geoscience International Exploration Offices Engineering Projects Production Marketing Drilling and Completions Power and New Markets Developments Logistics International Development Offices Health, Safety, Environment and Quality Shipping Trading International Marketing Offices Global Operations Planning and Performance Reservoir Management Subsea and Pipelines Lawrie Tremaine BBus, FCPA Executive Vice President and Chief Financial Officer Shaun Gregory BSc (Hons), MBT Senior Vice President and Chief Technology Officer Michael Abbott BJuris, LLB, BA, MBA Senior Vice President Corporate and Legal and General Counsel David McLoughlin BA (Psychology), FAHR Senior Vice President People and Global Capability Development Planning Audit People and Capability Information Solutions and Services Science Subsurface Technology Facilities Business Climate and Energy Outlook Corporate Affairs Legal and Secretariat Risk and Compliance Security and Emergency Management Finance, Tax, Treasury and Insurance Commercial Business Development and Growth Contracting and Procurement Investor Relations Strategy and Planning Continuous Improvement Mr Tremaine has indicated his intention to leave Woodside. His successor will be announced in due course. 12 Woodside Petroleum Ltd | Annual Report 2016 Our production performance, reduction in operating costs, improved margins and progress of key projects delivered value for shareholders in 2016 despite the challenging external environment. $830 Benefits delivered through the productivity program in 2016 Cumulative benefits now exceed $2.0 billion since 2014. Read more on page 17. Operating and Financial Review OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH Financial summary Record sales volumes, lower production costs and the stability of our contract portfolio have partially mitigated the impact of the lower oil price environment. Key metrics US$ million Operating revenue EBITDA1 Impairments EBIT Reported NPAT Net cash from operating activities Capital expenditure Base capital expenditure Acquisitions Exploration expenditure Free cash flow Key financial metrics Return on equity ROACE Earnings Gearing Effective income tax rate Sales volumes Gas Liquids % % (US cps) % % (MMboe) (MMboe) NPAT reconciliation 2016 4,075 2,734 - 1,388 868 2015 5,030 3,063 1,083 441 26 2,475 2,587 5,567 2,125 694 1,415 4,873 710 306 436 114 (3,080) 6 6 104 24 36 - 2 3 23 50 78.8 16.2 71.7 21.0 2,000 1,500 1,000 500 0 n o i l l i m $ S U 26 T A P N 5 1 0 2 1,574 (831) 197 (432) 106 167 94 (33) 868 ff o - e n O 5 1 0 2 s m e t i h s a c - n o n X F / e c i r P l e m u o v s e a S l s t s o c n o i t c u d o r P n o i t a u a v e l d n a n o i t a r o p x E l n o i t a s i t r o m a d n a n o i t a c e r p e D i x a t e m o c n I r e h t O T A P N 6 1 0 2 1. EBITDA excludes impairment and amortisation of permit acquisition costs. Key NPAT differences relative to 2015 2015 one-off non-cash items In 2015, we recognised a number of one-off non-cash items, including impairments, mainly driven by oil price, a derecognised deferred tax asset and an onerous lease. The absence of these items from our 2016 results has led to a pre-tax profit increase of $1,574 million. Sales revenue – price Sales revenue decreased by $831 million due to price-driven variances. Lower oil prices impacted our realised price for oil and condensate, and indirectly impacted contract LNG prices. Spot LNG prices were also lower due to short-term oversupply. Our average realised price decreased 18% to $40/boe. Average realised price 2016 US$/boe 2015 US$/boe Variance % NWS LNG Pluto LNG NWS pipeline gas Condensate LPG Oil Volume weighted average realised prices Brent average price JCC (lagged 3 months) 33 48 23 45 45 44 40 45 42 45 59 22 50 50 52 49 54 66 (27) (19) 5 (10) (10) (15) (18) (17) (36) US$m impact (291) (436) 2 (48) (4) (54) (831) 16 Woodside Petroleum Ltd | Annual Report 2016 Sales revenue – volume Record annual sales volume of 95 MMboe resulted in $94 million additional revenue, mostly due to record LNG production partially offset by lower oil production. Production costs Production costs decreased by $167 million driven by sustained cost reductions delivered by the productivity program, discontinued operations and operational benefits from high LNG plant reliability and the absence of a major turnaround at Pluto in 2016. Exploration and evaluation Exploration and evaluation expense decreased due to lower expenditure and a higher proportion of capitalisation in 2016. Depreciation and amortisation A reduction of $197 million was mostly attributable to higher depreciation in 2015 associated with Balnaves, lower oil production volume and 2015 impairments reducing the asset base. This was offset by higher Pluto depreciation, driven by higher production volume. Income tax Income tax expenses increased by $432 million due to higher pre-tax profit. Other Other items are mostly due to general administrative and other costs offset by favourable variance in inventory movements, payments received from NWS LNG price reviews and lower royalties and excise. Operational excellence Productivity performance During 2016, we completed our multi-year productivity improvement program. Commenced in 2014, the program delivered incremental benefits of more than $830 million in 2016 and has delivered cumulative benefits of more than $2.0 billion.1 The program targeted benefits in these ways: + Uplift in production volumes from existing assets. + Reduction to our operating and capital external spend. + Improvement in our organisational and process efficiencies. Volume increases contribute over 50% of the benefits. These benefits were achieved through capacity increases at Pluto and NWS, as well as higher average reliability across our assets. The balance of the benefits was due to operational and capital cost reductions. The improvements in organisational and process efficiencies have resulted in a leaner, more agile organisation, with the number of full-time equivalents in 2016 reduced by 17% relative to 2013. Most importantly, the program has embedded a cultural change where continuous improvement has become part of the way we do business. Our base business maintains a relentless focus on continuous improvement and sustained excellence. Production costs We achieved a 28% overall reduction in unit production costs year- on-year. This continues the cost reduction trend of the past three years. The 2016 result was primarily driven by a 40% reduction in Pluto unit production costs from a combination of increased volumes and the 2015 turnaround. Oil unit production costs increased by 8%, primarily due to the NWS oil facility turnaround. Production costs 800 8.4 7.5 6.9 n o i l l i m $ S U 400 733 709 630 9.0 4.5 5.0 470 e o b / $ S U 0 13 14 15 0 16 Total (LHS) Unit (RHS) Cash costs and margins Cash margins, the proportion of cash remaining after paying production and other costs, have remained high at approximately 80% despite the lower oil price environment. Our break-even cash cost of sales has reduced 23% in 2016 due to lower production costs. Managing risk and volatility Balance sheet and liquidity After funding of acquisition and investment expenditure, our net debt at 31 December 2016 increased marginally to US$4,688 million and our gearing continues to remain well within the target range of 10% to 30%, at 24%. Net debt and gearing 23.3% 24.0% 11.2% 1,918 9.2% 1,541 n o i l l i m $ S U 12 13 4,319 4,688 15 16 (682) (4.5%) 14 Net debt Gearing I O P E R A T N G A N D F N A N C A L R E V E W I I I We activated the Dividend Reinvestment Plan for the 2015 final dividend in response to the challenges of low oil prices in early 2016. We also overcame the uncertainty in the financial markets throughout the year, securing over $1.4 billion of funding via diversified sources including the US 144A market, our Medium Term Notes Programme and syndicated loan facility. As a result, we have increased our liquidity position to $2.7 billion, consisting of $0.3 billion cash and $2.4 billion undrawn debt at 31 December 2016. We continue to have negligible near-term maturities and no more than $1 billion repayable in any given year. We have maintained a portfolio cost of debt around 3% and our average term to maturity at approximately 4.6 years. In addition, our ratings were reaffirmed, during 2016, with a BBB+ rating (negative outlook) by S&P Global Ratings and a Baa1 rating (negative outlook) by Moody's. Drawn debt Undrawn debt facilities Debt maturity profile 2,000 n o i l l i m $ S U 1,500 1,000 500 0 17 18 19 20 21 22 23 24 25 26 Refer to page 111 of the Financial Statements for further detail on our debt facilities. Key NPAT sensitivities For 2017, a $1 movement in the Brent oil price is expected to impact NPAT by $27 million, and a US$0.01 decrease in the AUD/USD exchange rate is expected to increase NPAT by $5 million. Near-term value growth Investment expenditure In 2016, we invested $2,459 million in our business. Woodside’s total investment expenditure in 2017 is expected to be approximately $1.6 billion. Investment expenditure 2,500 n o i l l i m $ S U 2,000 1,500 1,000 500 0 452 306 443 90 755 413 2016 ~80 ~325 ~170 ~280 ~370 ~400 2017E Senegal Exploration Other growth Greater Enfield Wheatstone Base business Sources and uses of cash Our cash flow from operations is expected to exceed our committed investment expenditure of $1.4 billion in 2017. 1. Benefits include impact of higher production volumes and reduced operating and capital costs. Volume benefits are relative to average performance for 2010 to 2013. Operating cost savings are relative to 2013 actual expenditure, and capital cost savings are relative to our 2013 forward plans adjusted for acquisitions, disposals and deferrals. Woodside Petroleum Ltd | Operating and Financial Review 17 Strategy, capital management and business model Strategy Our mission is to deliver superior shareholder returns and we are doing this by producing and delivering affordable, low-cost, low-emissions energy to growing markets around the world. The past five years have seen three important transformations in global energy markets: the emergence of unconventional resources; the application of technology; and a more concerted global effort to deliver on pledges to reduce emissions. Woodside is in a strong position - our conventional portfolio has low break-even costs; we have been an early adopter of technology within our industry; and we believe LNG will be an important component of the global energy mix. Maximise our core We create near-term value by maximising operational effectiveness of producing assets and developing resources in the most cost- effective way. 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 deep-water drilling. Capital management We are subject to fluctuations in commodity price and, consequently, we need to maintain a flexible approach to capital management. The overall level of investment in the different areas of our business and the investment mix are adjusted to reflect the external environment. Capital allocation Our priorities for the allocation of capital are: + Debt service, to ensure that we continue to have access to premium debt markets at an acceptable cost to support our growth activities. Our gearing target is between 10% and 30%. We target maintaining an investment-grade credit rating. + Investment expenditure to sustain and grow our business. We seek to invest in world-class low-cost assets that are within the first two- thirds of their life cycle and that build on existing positions within our three geographic focus areas. We aim to limit our equity exposure to future complex, capital intensive LNG projects to between 25% and 40% by FID. + Dividend payments, governed by our Dividend Policy, which specifies we will pay a minimum of 50% of underlying net profit after tax in dividends. We currently pay an 80% dividend payout ratio and target maintaining this subject to market conditions. + Returning surplus cash to shareholders by either special dividends or stock buy-backs. By leveraging our capabilities across our business life cycle, applying the latest technologies and market experience and fostering relationships, we are able to unlock and extract value through opportunities that would not otherwise present themselves. Grow our portfolio We are growing and rebalancing our exploration portfolio, with a focus on increasing our exposure to emerging basins and oil. We will continue to concentrate on aggregating positions around our existing focus areas: Australia and Asia-Pacific, the Atlantic Margins and Sub-Saharan Africa. We are also seeking to grow our portfolio through acquisitions, maintaining a disciplined approach to ensure that we continue to increase shareholder value and appropriately manage risk. We are creating a hub on the Burrup Peninsula in the Pilbara region of Western Australia to maximise Woodside’s investment in assets in the region, to capture new resources and to expand access to LNG as a transport fuel. Our strategy focuses on delivering long-term superior shareholder returns and has been developed in collaboration with our Board. Each year, the Board and Executive together test the strategic plan against changes in the external environment and verify that it is on track to deliver long-term value creation. Capital discipline Our focus is on value growth. We achieve this through good investment decision making and active portfolio management. We adopt a traditional discounted cash flow (DCF) approach to our investment decisions whether they be acquisitions, developments, divestments or other activities. Our investment criteria are designed to add value by ensuring that our investment decisions deliver returns on invested capital that exceed our cost of capital. The assumptions we use are set independently of project decisions. We apply a suite of target metrics that ensure that our investment decisions deliver superior shareholder returns. We also test the robustness of our investments against a range of low-outcome scenarios with the expectation of a positive net present value. We set higher target metrics for investments with increased complexity and risk, and seek to preserve any upside potential. A typical metric required for investment is a minimum internal rate of return of 12%–15%. Capital efficiency We seek to develop and own low-cost world-class assets. Our approach is to drive down the unit development cost of our projects to maximise competitiveness and value while not compromising on our commitments to health, safety, the environment and the countries in which we operate. Through good oilfield development planning, project execution and through the use of technology, we identify the optimum solutions enabling us to maximise the value of our operations and developments. 18 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I Business model Acquire and explore We seek to grow our portfolio through exploration and acquisitions, maintaining a disciplined approach to increasing shareholder value and appropriately managing risk. Our Exploration division provides growth opportunities to deliver on our strategy by pursuing high-impact exploration activities in new and emerging petroleum provinces in our three focus areas around the world. In recent years, we have increased our focus on complementing our discovered and undiscovered resource base through acquisitions. We have a disciplined approach to assessing opportunities and routinely review our process to capture valuable lessons from our experiences. We closely monitor the external environment to understand peer strategies and trends. In evaluating opportunities, we increasingly utilise the experience of our organisation to screen high-grade opportunities and, where required, utilise independent financial advice. The investment criteria applied to business development opportunities are consistent with our organic growth opportunities. In growing our business, we look for material positions in world-class assets that complement our capabilities and existing portfolio. Develop We are a world-class developer of oil and gas resources with a 30-year history of safely and successfully delivering world-class LNG, domestic gas and oil projects. We have rigorous investment assessment criteria and only approve investment in opportunities that, after prudent assessment, meet our investment criteria. We are in the business of creating value-adding development solutions, which we do through harnessing the technical and business skills from across the company. During the development phase, we maximise value by selecting the most efficient concept for getting the products to market. We work closely with our customers, joint venture participants, governments and communities to realise the opportunities across all phases of the development process. Once the value of the resource is confirmed, a development concept has been selected and designed, and approvals have been received, the development moves into project delivery and construction. Operate Our dedication to achieving operational excellence – sustaining a safe, reliable and low-cost operational environment – is underpinned by our experience in operating some of the world’s premier oil and gas facilities. Our operations are characterised by world-class reliability, with strong safety and environmental performance in remote and challenging locations. By adopting a continuous improvement mindset and an efficient, well-planned, cost-competitive operating model, we are able to maintain operational integrity, optimise production and maximise value. With a focus on using leading-edge technology and unlocking collective intelligence through data analytics and cognitive computing, we are able to take advantage of opportunities that are at the forefront of the industry and gain valuable productivity benefits. Market Our marketing and trading capabilities have long been central to our role as a leading supplier of energy to the Asia-Pacific region. Our valuable relationships with customers in major energy markets have been maintained through a track record of reliable delivery and expertise across contracting, marketing and trading. With existing long-term LNG sales, we are pursuing near-term value accretive arrangements with existing and new customers through LNG spot and mid-term sales and LNG shipping transactions. Our marketing and trading strategy is to continue to build a diverse supply portfolio, underpinned by reliable Australian LNG and supplemented by future globally sourced volumes to pursue additional long-term sales arrangements. Decommission and divest Decommissioning is integrated into project planning throughout an asset’s life cycle, from the earliest stages of project development, through to the end-of-field life. At appropriate intervals through the project's life cycle, we consider opportunities to divest where value accretion can be maximised. Through working together with our partners, shareholders and technical experts, we are able to identify the most sustainable and beneficial post- closure options that minimise financial, social and environmental impact. Our approach helps us to maintain a positive reputation and uphold our licence to operate. Our business model and low-cost operations enable us to supply affordable energy to the world, create value and deliver sustainable shareholder returns. Woodside Petroleum Ltd | Operating and Financial Review 19 Woodside Petroleum Ltd | Operating and Financial Review 19 Our 2017 priorities Wheatstone – expected first LNG mid-2017 + Wheatstone LNG is expected to provide more than of annual production once fully operational Senegal – moving towards commercialisation (Woodside share) 2 SNE appraisal wells early 2017 + Improving understanding of reservoir connectivity + Assessing further exploration and appraisal in 2017+ Myanmar – building on 2017 exploration success 4 wells to be drilled in 2017 2 appraisal + 2 exploration + Potentially 3 additional wells + Forecast 2017 investment expenditure ~$150 million Pluto LNG – maximising our investment + Evaluating further capacity enhancement and mid-scale or large-scale expansion + Planning an LNG hub and developing new transport and marine LNG fuel markets ~40% 2017 capex allocation to these priorities 20 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I While progressing key developments Greater Enfield + Expect first oil mid-2019 NWS plateau extension + Persephone start-up Q3 2017 + GWF-2 start-up H2 2019 Scarborough + Preparing for development Browse + Selecting development concept H2 2017 Kitimat LNG + Undertaking extended production testing of 3 wells ~40% 2017 capex allocation Underpinned by our base business + Sustained operational excellence + Investigating options for utilising future LNG capacity + Outstanding reliability + Managing risk and volatility + Continuous improvement + Focus on improving health and safety ~20% 2017 capex allocation Production guidance See page 41 for more information. LNG 63-66 MMboe Liquids1 13.5-15.5 MMboe NWS pipeline gas ~5.5 MMboe Other 2-3 MMboe 1. Liquids includes oil and condensate. 84–90 MMboe Woodside Petroleum Ltd | Operating and Financial Review 21 Exploration OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH I O P E R A T N G A N D F N A N C A L R E V E W I I I 2016 Highlights + Annouced the discovery of 2.4Tcf of recoverable gas (2C, 100%) offshore Myanmar.1 + Acquired over 35,000 km2 of seismic data in Myanmar and Ireland. + Captured significant exploration potential through our Senegal acquisition. + Focused exploration inventory build delivered a significant increase in commercially attractive prospects, resulting in increased inventory volumes and value. 2017 Activities + Four firm wells and up to three contingent wells to be drilled in Myanmar. + Two appraisal wells in Senegal and up to two contingent exploration wells. + Identify further exploration and appraisal opportunities in Myanmar. + Drill the Swell-1 exploration well in the Exmouth sub-basin targeting potential backfill of Woodside's Burrup Peninsula infrastructure. Global exploration Exploration is focused on delivering material oil and gas discoveries to provide sustained growth and top-quartile performance. Exploration strategy in 2016 Woodside’s exploration strategy continues to progress, and in 2016 we made significant progress towards realising our vision of becoming a global leader in upstream oil and gas. Throughout 2016, we focused our efforts on the most promising acreage in our exploration portfolio. We targeted growth opportunities that align with our strategic goals and relinquished non-core or non-material permits. Woodside’s global exploration portfolio continues to grow in three core areas – Australia and Asia-Pacific, Atlantic Margins and Sub-Saharan Africa. During the year, the quality of our acreage improved through a disciplined approach to portfolio management. We have successfully rebalanced our portfolio with an increased exposure to oil and emerging basins with proven hydrocarbons and high potential. Since 2012, we have increased our exposure to emerging basins from 18% to 80% and 25% of our exploration portfolio is targeting oil. Our acquisition of interests in Senegal strengthens Woodside’s position in a highly prospective region. This acquisition offers line-of-sight to near-term oil production from the SNE oilfield, an option to operate and significant exploration upside. Our interests in Senegal provide the foundation for creating a regional hub. In Myanmar, Woodside has a strong acreage position with interests in six blocks. In 2016, we were one of the most active and advanced explorers in the region. Gas discoveries early in the year established the credentials of a working hydrocarbon system in the Rakhine Basin, which has immediate follow-up potential. To deepen our understanding of emerging basins in our portfolio, we have acquired more than 35,000 km2 of high-quality 3D seismic data in our acreage in Ireland and Myanmar. By optimising survey design and realising reduced seismic vessel rates, we achieved significant cost savings and acquired more seismic data for less investment. Our improved exploration portfolio 2012-2016 Unrisked net mean success volume2 Portfolio Oil Emerging3 e o b M M e o b M M e o b M M 2012 2016 2012 2016 2012 2016 1. Refer to ASX Announcement dated 20 May 2016. Woodside’s estimated net economic interest in the contingent resources (2C) is approximately 209 Bcf dry gas (Shwe Yee Htun) in Block A-6 and 259 Bcf dry gas (Thalin) in Block AD-7. These estimates are highly dependent on realised gas prices, Government participation rights, Government share of profit and royalties under Woodside’s 40% interest in the respective PSCs and the outcome of future commercial arrangements. 2. Net unrisked mean success volume is the sum of the mean recoverable estimates in case of exploration success from all identified leads and prospects in the exploration portfolio. 3. Basins are classified as emerging (petroleum system proven, limited exploration drilling), mature (existing production) and frontier (no proven petroleum system). Woodside Petroleum Ltd | Operating and Financial Review 23 Australia and Asia-Pacific Myanmar Woodside announced two play-extending discoveries in Myanmar in 2016. The Thalin and Shwe Yee Htun discoveries are estimated to contain contingent resources (2C) of 468 Bcf of dry gas (2.4 Tcf, 100%). The two discoveries represent a significant exploration success for Woodside and proved the existence of a high-quality petroleum system with multiple play levels. The well results have significantly de-risked the prospect and leads portfolio and resource potential in the region. Building on the success of Thalin-1A and Shwe Yee Htun-1, Woodside has commenced planning and approval processes to support a comprehensive exploration and appraisal drilling program across Blocks AD-7 and A-6 in 2017. The program will further improve our understanding of the discovered fields, demonstrate commerciality and test low-risk, high-value exploration prospects. The drilling of two appraisal and two exploration wells is scheduled to commence in February 2017. Two appraisal wells are planned for Block AD-7 and an exploration well is planned for both Blocks AD-7 and A-6. The campaign has scope for up to three contingent wells for which work is advanced on maturing two additional drilling candidates. These additional wells remain subject to internal, joint venture and government approvals. Extensive seismic surveys, including gravity and magnetic data acquisition, over five of our six blocks commenced in late 2015 and were completed in May 2016. Approximately 33,000 km² of high-quality data was acquired during these surveys, which has expanded our inventory and identified further drilling opportunities. A substantial efficiency gain and cost reduction was achieved during seismic activities in Myanmar through the deployment of a record number (18) of streamers. This resulted in acquisition costs per square kilometre of less than a third of the long-term industry average. Woodside holds a strong acreage position in the Rakhine Basin with an interest in six offshore blocks. Our program of activities across these blocks made us one the most active explorers in the region in 2016, and planned activities will continue to advance this position. See page 30 for more information. Atlantic Margins Senegal Senegal offers the opportunity for Woodside to develop a significant regional hub across the value chain. The acquisition of the Senegal interests increased Woodside’s position in a highly prospective region. Our priority is progressing the 2017 work program as a joint venture participant. Several exploration prospects have been identified across multiple play levels. The joint venture is in the process of assessing options for potential exploration drilling in 2017 and 2018. Woodside continues to pursue growth opportunities for the regional hub. See page 27 for more information. 24 Woodside Petroleum Ltd | Annual Report 2016 Australia Exploration activities in Australia are focused on identifying prospects near existing infrastructure. During 2016, we drilled two wells offshore north-western Australia. The Skippy Rock-1 and the Stokes-1 exploration wells in the Beagle sub-Basin permit WA-472-P resulted in dry holes, but improved our geological understanding of the area. Interpretation of the Fortuna 3D marine seismic survey in the North West Shelf Project area continues to mature a portfolio of drilling candidates. Drilling candidates will be considered for 2018 and beyond. Drilling of an exploration well targeting the Swell prospect will begin in mid-2017, while planning has also commenced for an exploration well to be drilled in WA-404-P during 2018. The permit contains other discoveries, enhancing the potential for tieback to existing facilities. Three exploration permits in the Exmouth sub-basin were renewed for a further five-year term. Interpretation of the Hubble 3D seismic data set in the sub-basin is ongoing, and seismic reprocessing efforts commenced in January 2017. Renewal of these permits, reprocessing and interpretation efforts represent an opportunity to explore for hydrocarbon volumes close to existing infrastructure at low cost. Woodside was awarded an exploration permit in the Bonaparte Basin, which includes a commitment to acquire 3D seismic data. Eight Australian exploration permits in the Browse and Northern Carnarvon Basins were relinquished during the year. Woodside retains an interest in 17 Australian exploration permits, providing the right to explore 43,000 km2 of the Greater North West Shelf. New Zealand Interpretation was completed of newly processed pre-stack depth migrated seismic data from the 2015 Vulcan and Toroa 3D seismic surveys in the Taranaki and Great South Basins. Woodside interest Prospects and leads Oil with gas cap Dakar Oil Wells 0 25 kilometres 2 0 0 0 m 3000m 2 0 0 m 1 0 0 m 1 0 0 0 m 5 0 0 m Prospects and leads within Senegal's Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore exploration blocks. I O P E R A T N G A N D F N A N C A L R E V E W I I I Morocco The joint venture has entered the First Extension Period of the Rabat Deep offshore exploration permits. Drilling of the Rabat Deep-1 well is planned for 2018 to test the JP1 prospect; a large, four-way dip closed structure in an area with the potential of finding liquid hydrocarbons. ENI Maroc B.V. has assumed operatorship of the acreage, acquiring a 40% equity interest. Ireland We increased our significant position in Ireland through the award of Licensing Option (LO) 16/14 in the south-east Porcupine Basin following a successful bid in the 2015 Atlantic Ireland Licensing Round. The LO commenced on 1 March 2016 for a two year term. Extensive 3D seismic surveys were conducted in 2016, including 1,600 km2 of 3D data in LO 16/14 and 2,400 km2 of 3D data in Frontier Exploration Licences (FELs) 3/14 and 5/14. These surveys, Granuaile and Bréanann respectively, were successfully completed back to back, within time and under budget. Data is currently being processed, with final products expected in Q3 2017. Environmental and well engineering studies have commenced in preparation for drilling a well in FEL 5/13, possibly as early as 2018. Peru The interpretation of seismic data and the maturation of a lead and prospect portfolio continue in Block 108. A number of promising structures have been identified. Sub-Saharan Africa Gabon Processing of the first azimuth of multi-client 3D seismic data and acquisition of a second azimuth of 3D seismic data in the Doukou Dak Block have been completed. The second azimuth data set will be integrated into the interpretation of the area in 2017. Woodside is awaiting final government approval for the farm-in to acquire a 40% interest from operator Repsol Libreville S.A. avec A.G. in the Luna Muetse Block. Work has focused on processing multi-client 3D seismic data and the joint venture is planning for a well to be drilled in 2017-2018. Completion of this farm-in will strengthen our existing acreage position in an emerging high-impact play. Consistent with our disciplined approach to exploration portfolio management, we made the following changes to our portfolio in 2016.1 Region Australia Permit or licence area Comment Browse Basin WA-396-P, WA-397-P, WA- 447-P, WA-449-P, WA-495-P Northern Carnarvon Basin WA-478-P, WA-465-P, WA-467-P These permits were relinquished or surrendered during the year. Canada Nova Scotia Scotian Basin EL 2431, 2432, 2433, 2434 After careful evaluation of all of Woodside’s interests and developments, Woodside elected to withdraw from the Nova Scotia Joint Venture. Morocco Doukkala Basin Rabat Ultra Deep Reconnaissance Licence Woodside elected not to convert the Reconnaissance Licence to an Exploration Licence and the licence expired on 14 December 2016. Korea Ulleung Basin Block 8/6-1N Cameroon Douala Basin Tilapia Block The concession contract for Block 8/6-1N expired in December 2016, after post-well regional studies. The Tilapia Licence was not renewed at the end of the exploration phase following drilling of the Cheetah-1 well in 2015. Spain (Canary Islands) Canarias Blocks 1-9 Woodside and the joint venture are progressing formal relinquishment. The permits expired in March 2016. 1. Subsequent to the reporting year, the agreement under which Woodside was to acquire an interest in the offshore AGC Profond block (in the Senegal and Guinea-Bissau joint development zone) was terminated. Outlook As we move from a period of portfolio growth to execution, we have commenced planning and approvals for the drilling of high-impact wells in 2017 and 2018. We are focused on consolidating our positions in areas of high potential with proven success, with a view to establishing and growing regional hubs. We remain committed to delivering on our exploration strategy to secure near-term growth opportunities with a clear line-of-sight to commerciality. 2017/2018 Drilling Activities 2017 2018 Q1 Q2 Q3 Q4 Drilling1 Myanmar Australia Senegal Morocco Gabon3 Ireland Peru Block AD-7 Thalin-1B appraisal Block AD-7 Thalin-2 appraisal Block A-6 exploration Block AD-7 exploration Exploration/appraisal WA-483-P Swell 1 WA-404-P Ferrand-1 NWS Fortuna Senegal offshore appraisal Senegal offshore exploration Rabat Deep-1 Luna Muetse Ivela-A Beaufort-1 Block 108 exploration Size Volume2 Appraisal Appraisal Large Large TBA Medium Large Medium Appraisal TBA Large Large Large Large Drilling Gas Oil Gas or oil Contingent drilling Gas Oil Gas or oil Notes: This is a forecast activity plan subject to change due to rig availability, weather conditions and other external circumstances. 1. The drilling program remains subject to final approvals. 2. Target Size: Unrisked Gross Mean Success Volume 100%. Medium >20 MMboe and <100 MMboe and large >100 MMboe. 3. Woodside farm-in to Luna-Muetse Block is awaiting final Government approval. Woodside Petroleum Ltd | Operating and Financial Review 25 Projects and Developments OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH I O P E R A T N G A N D F N A N C A L R E V E W I I I 2016 Highlights + Acquired interests in Senegal, including a 35% interest in the ~560 MMbbl SNE deep-water oil discovery, offering line-of- sight to near-term oil production. 2017 Activities + Drill two appraisal wells in the SNE oilfield to provide a better understanding of reservoir connectivity and inform development concepts. + Undertake development screening studies to determine initial and future subsea gathering systems. + Identify exploration prospects for potential drilling in 2017-18. Senegal Woodside acquired a material position in a highly prospective offshore region of Senegal in H2 2016. The SNE field offers line-of-sight to new near-term oil production and a foundation for creating a regional oil and gas hub. Significant exploration upside exists to build on this foundation. Woodside is committed to working with our joint venture participants and the Government of Senegal to achieve the earliest commercialisation of resources in Senegal. We bring to the joint venture extensive experience in responsibly developing and operating floating production, storage and offloading (FPSO) facilities. Woodside’s expertise in horizontal well and completion design, subsea gathering system design, project execution and production excellence complements the joint venture participants’ capabilities. Woodside has the option to operate the future development of any resource. SNE SNE is one of the largest global deep-water oil discoveries since 2014 and represents an opportunity for first oil production from 2021– 2023. The SNE field is estimated to contain contingent resources (2C) of 150 MMbbl of oil net to Woodside (~560 MMbbl, 100%). After drilling an exploration well and four successful appraisal wells, the joint venture is now executing a program of two appraisal wells. The first of these, SNE-5, spudded on 21 January 2017. The appraisal program will provide a better understanding of reservoir connectivity by conducting interference testing. Development screening studies are underway to determine the initial and future subsea production gathering systems to capture the significant resource base. Contracting strategies for execution are also being developed in parallel. The preliminary foundation development concept for SNE is a stand-alone FPSO facility with an expansion capability for future tiebacks. SNE resources currently indicate a plateau production rate in the range of 100,000–120,000 bbl/d (100%). Building value The joint venture has identified multiple exploration prospects across several play levels in the acreage. Assessment of drilling candidates with tieback or stand alone potential is being progressed for further exploration and appraisal drilling in 2017 and beyond. We will also continue to pursue growth opportunities to further develop the regional hub. Woodside has progressed a number of activities to support our investment in Senegal. In 2016, we engaged an in-country representative and established a permanent office in Dakar. We will continue to build our presence in-country in 2017 and we are focused on ensuring that the SNE development delivers significant economic and social benefits to Senegal. Senegal timeline Q4 2014 FAN-1 and SNE-1 oil discoveries made. SNE-1 was the largest global oil discovery of 2014 Q4 2016 Woodside completes acquisition of ConocoPhillips’ interests 2017 Up to two contingent wells planned 2021 – 2023 Targeting first oil Q3 2016 Four successful appraisal wells completed (SNE-2, SNE-3, BEL-1 and SNE-4) Q1 2017 Third phase appraisal and exploration campaign begins. SNE-5 spuds (21 January) and SNE-6 scheduled to commence 2018 - 2019 Further appraisal and exploration activity Woodside Petroleum Ltd | Operating and Financial Review 27 2016 Highlights + The Julimar Project completed all construction and commissioning work on schedule and under budget. + All modules for the LNG and domestic gas trains are on site. + Supported the Wheatstone Project operator with targeted capability by deploying secondees for the commissioning phase. 2017 Activities + The Wheatstone Project operator is expecting first LNG from Train 1 in mid- 2017, with first LNG from Train 2 expected six to eight months later. + Production from the Woodside-operated Julimar Project in H2 2017. + Concept select for subsequent phases of the Julimar Project. Wheatstone LNG Wheatstone LNG is expected to add significant production volumes to Woodside's portfolio from mid-2017. Overview Wheatstone LNG, comprising the Wheatstone and Julimar Projects, is a world-class asset that will deliver near-term production to Woodside’s LNG portfolio. Woodside has interests in the Wheatstone Project and the Julimar Project. Wheatstone is a key component of Woodside’s near-term growth strategy and will contribute over 13 MMboe of annual production (Woodside share) once LNG and domestic gas trains are fully operational. Woodside is the operator of the Julimar Project, which is a subsea development that will supply raw gas and condensate from the Julimar and Brunello fields to the Wheatstone offshore platform. The Julimar Project will supply approximately 20% of the Wheatstone Project’s foundation capacity of natural gas. The remaining 80% will be supplied from the Chevron-operated Wheatstone and Iago fields. Marketing Woodside’s overall LNG equity portfolio will be enhanced by the addition of uncontracted volumes. At least 15% of the quantity of LNG exported from the Wheatstone Project is reserved for domestic gas. Outlook In 2016, our capital expenditure was $755 million and in 2017 we forecast further capital expenditure of approximately $370 million. In 2017, we estimate that Wheatstone will contribute 2-3 MMboe of annual production. In steady-state operations, we estimate operating expenditure to be $55-65 million per year. Approximately 80% of our LNG volumes from Wheatstone LNG are under long-term contracts with traditional customers, which were entered into close to the peak of the market. The Wheatstone project operator is expecting first LNG in mid-2017 and first LNG from Train 2 six to eight months later. Wheatstone LNG site nears completion. Woodside equity interests Julimar Project1 Julimar Brunello Fields - Woodside 65% 20% gas supply3 to Wheatstone Project Products LNG Woodside 13%4 Offshore platform Woodside 13% Offshore pipeline Woodside 13% Onshore plant Woodside 13% Pipeline gas Woodside 13%4 Wheatstone Project2 Wheatstone Iago Fields - Woodside 0% 80% gas supply to Wheatstone Project Condensate Woodside 13%4 All figures are approximate. Product percentage depends on supply gas composition. 1. Operator: Woodside. 2. Shared facilities, Woodside non-operator. 3. Woodside's 65% share of the Julimar Project's 20% gas supply equates to 13% of the gas supply to the Wheatstone onshore plant. 4. Depends on supply gas composition. 28 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I Development update In 2016, the Wheatstone Project progressed key milestones including the delivery of all modules to site. Structural, mechanical and piping works are continuing, while the construction of the condensate tanks was completed. Permanent power to the LNG plant has been established and the LNG storage tanks and export loading jetty completed. In addition to this, all construction and commissioning work on the Julimar Project was completed on schedule and under budget in 2016. The Julimar Project consists of a number of phases commencing with the development of the Brunello field, which is closest to the Wheatstone platform. Woodside is currently evaluating the best options for developing subsequent phases of the Julimar Project, which will include the development of the Julimar field. Wheatstone LNG 2016 project timeline All Wheatstone Project Train 1 and Train 2 modules are set on their foundations. Successfully completed the drilling and completions activities for the five Brunello wells. Julimar tie-in and integration activities with the Wheatstone Platform were completed and the control system was successfully commissioned. All Train 1 process modules required for first LNG delivered to the LNG plant site. The first gas-turbine generator started up. H1 2016 H2 2016 The storage and loading system was ready for commissioning and cool-down, with the LNG storage tanks and export loading jetty complete. Woodside seconded staff into the start-up team. Installation of all the Julimar subsea hardware including manifolds and the electro- hydraulic umbilical were completed. All Train 1 and Train 2 modules were set on their foundations. Structural, mechanical and piping works continue. Pipeline pre- commissioning activities for the Julimar Project, including dewatering, drying and nitrogen purging, were completed. LNG storage tanks being completed. All images courtesy of Chevron Australia. Julimar Project manifolds being loaded in Singapore for transport to the field. Woodside Petroleum Ltd | Operating and Financial Review 29 2016 Highlights + Announced back-to-back gas discoveries adding 82 MMboe of 2C resources. + Completed extensive seismic survey program to inform future drilling program. + Continued to pursue commercialisation opportunities. 2017 Activities + Drill two appraisal wells and two exploration wells to continue volume build. + Progress activities that support near-term commercial development of discovered resources. N ° 5 2 ' N 0 3 ° 2 2 N ° 0 2 ' N 0 3 ° 7 1 N ° 5 1 30 Woodside Petroleum Ltd | Annual Report 2016 Myanmar Our significant footprint in Myanmar represents an organic, high-value growth opportunity to meet increasing energy needs of an emerging region. Woodside’s early-mover strategy in Myanmar delivers competitive advantage in an underexplored region close to major and growing energy markets. Our position in the Rakhine Basin, an area with proven and potential hydrocarbon volumes, aligns with our strategy to secure international growth opportunities in frontier and emerging basins that leverage our experience and capabilities in deep-water exploration and development. To meet increased demand from an increasingly urbanised population, Myanmar will require a mix of energy sources to provide a stable and reliable energy supply, with gas likely to play an increasingly crucial role. Myanmar is also well positioned to supply gas to growing Asian energy markets through existing infrastructure. We have established a strong acreage position, with interests in six offshore blocks, through a combination of successful bid rounds and farm-ins. In 2017, we will build upon our early exploration successes through a substantial exploration and appraisal campaign that includes plans for two exploration wells and two appraisal wells, with a further three contingent wells within the campaign scope. (See pages 23-24 for further information about Myanmar exploration activities.) We will continue to pursue commercialisation options in 2017 by targeting near-term commercial development of discovered resources. In support of our current and planned activities, we have engaged with a range of key stakeholders at national, regional and village levels, including government, community and non-government organisations. Woodside is collaborating with international and local organisations to ensure that our company delivers strong and sustainable benefits for local communities. We have entered into a range of partnerships that are focused on building capacity and capability, and creating opportunities in education and employment in Myanmar. Woodside's forecast 2017 capital and exploration expenditure is approximately $150 million. Thalin The potential development concept for the AD-7 area including Thalin will be informed by our exploration and appraisal activities and continuing discussions with our joint venture participants and government stakeholders. Development concepts under consideration include a new area hub for broader gas aggregation and export, or development as a tieback to existing Shwe area infrastructure. Gas sales would be aimed at both domestic and nearby growing Asian gas markets. Shwe Yee Htun Ongoing exploration and appraisal activities will further improve our understanding of discovered fields. This, along with technical and commercial inputs from our joint venture participants and consideration of government priorities, will inform the Shwe Yee Htun potential development concept. A gas aggregation hub with export to either a new onshore location or to the existing Yadana complex are development concepts being considered. 87°30'E 90°E 92°30'E 95°E 97°30'E 100°E 102°30'E 105°E Bangladesh India Mandalay Myanmar-China Gas Pipeline Sittwe Myanmar Nay Pyi Taw China Laos Vietnam Thalin-1A AD-7 Myanmar-Bangladesh Maritime Boundary Shwe Platform AD-2 A-4 Woodside Operator Woodside Joint Operator Woodside Non-Operator A-6 Shwe Yee Htun-1 Yangon Pathein AD-5 A-7 Kanbauk-Yangon Pipeline Thailand 0 250 Kilometres 0 250 Kilometres Yadana Platform Yadana Gas Pipeline I O P E R A T N G A N D F N A N C A L R E V E W I I I 2016 Highlights + Final investment decision in June. + Successfully transitioned to the execute phase. + Awarded major contracts and commenced subsea equipment fabrication. 2017 Activities + Detailed design and engineering. + Manufacture of subsea equipment, including trees and wellheads, multiphase pumps, flexible flowlines, line pipe and umbilicals. + Completion of detailed design of Ngujima- Yin FPSO modifications and manufacture of topsides equipment. Greater Enfield Project After investment approval in June 2016, the $1.9 billion Greater Enfield Project successfully transitioned into the execute phase and is progressing to plan. The project will develop reserves (2P) of 41 MMbbl (69 MMbbl, 100%) from the Laverda Canyon, Norton over Laverda and Cimatti oil accumulations via a 31 km subsea tieback to the existing Ngujima-Yin FPSO facility. Building on our proven capabilities and significant experience in delivering major subsea tiebacks, Woodside has maximised value from the project by collaborating closely with key contractors, applying the latest technology and leveraging the low incremental production costs associated with using existing FPSO infrastructure. Shipyard modifications to the Ngujima-Yin FPSO are required to enable production from the Greater Enfield fields. Production from the Ngujima-Yin FPSO will be suspended from Q2 2018 for approximately 12 months. Initial net oil production rates are estimated to exceed 24,000 bbl/d (Woodside share), and the project remains on budget and on schedule for expected first oil in mid-2019. In 2017, we will require the manufacture of subsea equipment, including trees and wellheads, multiphase pumps, flexible flowlines, line pipe and umbilicals ahead of installation activities commencing in 2018. Our capital expenditure in 2016 was $90 million and in 2017 we forecast further capital expenditure of approximately $280 million. The Greater Enfield Project is a joint venture between Woodside Energy Ltd (Operator, 60%) and Mitsui E&P Australia Pty Ltd (40%). 2016 Highlights + The Greater Western Flank Phase 1 Project was completed ahead of schedule and under budget. + The Persephone Project completed the reservoir drilling and completions campaign and commenced subsea installation. + Greater Western Flank Phase 2 began the reservoir drilling program. + Persephone and Greater Western Flank Phase 2 remain on budget and schedule. 2017 Activities + Start-up of Persephone Project in Q3 2017. + Continue drilling, construction and installation of pipeline and subsea hardware to support Greater Western Flank Phase 2. NWS subsea tiebacks Persephone Project We are bringing forward the projected start- up of the Persephone Project to Q3 2017. This is due to outstanding project execution, including finalising the project’s drilling and completions campaign ahead of schedule. All subsea equipment has been manufactured and the riser spool, flow line end termination and manifold have been installed. The project successfully executed the majority of its brownfield scope on the North Rankin Complex to plan during the integrated turnaround in May 2016. At the end of 2016, the project was 90% complete and is expected to deliver significant cost savings as a result of schedule improvements and offshore efficiencies. Greater Western Flank Phase 1 (GWF-1) Project The project was completed ahead of schedule and under budget. The GWF-1 Project’s Tidepole wells delivered first gas in Q4 2016, following start-up of the project’s initial tranche of wells in the Goodwyn field in late 2015. Greater Western Flank Phase 2 (GWF-2) Project The GWF-2 Project was 33% complete at the end of 2016. Fabrication of key infrastructure, including pipeline and subsea hardware, is continuing, and the project’s initial reservoir drilling campaign commenced in Q4 2016. The project will be developed using subsea infrastructure connected to the existing Goodwyn A platform. The project remains on budget and on schedule for start-up from an initial five wells in the Lady Nora, Pemberton, Sculptor and Rankin fields in H2 2019, followed by the remaining three wells in the Keast and Dockrell fields in H1 2020. The Persephone Project is expected to supply gas to the North Rankin Complex from Q3 2017. Woodside Petroleum Ltd | Operating and Financial Review 31 Kitimat LNG Exceptional production performance from the Liard appraisal program confirms a prolific unconventional resource basin. Development status The Kitimat LNG Project proposes to develop natural gas resources found in shale and tight rock formations in the Liard and Horn River basins, covering approximately 600,000 acres (100% project) in north-eastern British Columbia. Gas will be transported via the proposed Pacific Trail Pipeline to a liquefaction facility at Bish Cove near Kitimat. Kitimat LNG remains one of the most advanced LNG opportunities in Canada, located in a politically stable region and well positioned to supply North American gas given the shorter shipping distances to Asian markets. Major provincial and federal environmental approvals are in place, including approval from the National Energy Board to export up to 10 Mtpa of LNG (100% project). The joint venture is reviewing Woodside’s NextGen Technology as a potential development concept. The technology has materially driven down the estimated unit cost of downstream LNG facilities and has the potential to minimise the environmental footprint and optimise project cost. In the second half of 2016, we seconded Woodside staff into the Chevron design team to collaborate on reducing project delivery costs. Well performance We have two joint production and appraisal wells, with another coming online in early 2017. The exceptional performance of the existing wells places the Liard amongst the highest unconventional producing plays globally on a per well basis. Outlook In 2017, we will continue efforts to drive down costs across the value chain through new technology and best-in-class execution, and target top-decile cost of supply. We will continue to maintain engagement with First Nations, government and communities, working to establish a clear, stable and competitive fiscal framework, while working to secure sufficient LNG sales. Drilling and completion activities for 2017 will be focused on bringing the third Liard well (B-A03-K) into long-term production to allow further appraisal well evaluation. At the same time, the downstream concept will continue to be matured, incorporating technological and execution breakthroughs. In progressing the proposed Kitimat LNG development to commercialisation, we are targeting LNG demand in the mid-2020s. 1. Gas rate is calculated well potential based on early well performance and assuming pipeline pressure of 6 MPa. B-B03-K horizontal length is 2,076 m and was completed with 19 hydraulic fracture stages. 2. Source: Wood Mackenzie and Woodside. 2016 Highlights + Major provincial and federal environmental approvals are in place. + Woodside’s NextGen Technology selected for review as a potential development concept. + Exceptional production performance from the Liard appraisal program confirms a prolific unconventional resource basin. 2017 Activities + Increase knowledge of the resource base through production testing of three wells in the Liard Basin. + Further drive down costs of the development concept through a focus on technology and execution. Type curve e t a r i s a g d e n a r t s n o c n U B-B03-K type curve range1 Typical type curve from a Montney well2 0 12 24 36 48 60 Month Kitimat LNG site in British Columbia, Canada. Image courtesy of Chevron Canada. 32 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I Scarborough Our acquisition of a share of the Scarborough area assets increases our resource base close to Woodside-operated infrastructure. Strategic drivers for acquisition In November 2016, Woodside completed the acquisition of half of BHP Billiton’s Scarborough area assets in the Carnarvon Basin, located offshore Western Australia. The Scarborough area assets include the Scarborough, Thebe and Jupiter gas fields, which are estimated to contain contingent resources (2C) of 2.6 Tcf of dry gas (8.7 Tcf, 100%). Adding additional Carnarvon Basin volumes to Woodside’s Australian portfolio complements our growth strategy and builds on our existing position in the region. Development status The high-quality material resource base is well delineated with no further appraisal expected. During 2017, Woodside will support the Scarborough operator to progress project optimisation activities and continues subsurface modelling studies in support of optimisation. Outlook Woodside is committed to achieving the best commercial outcome in developing this resource. Development concepts comprising either an FLNG facility or use of existing LNG process infrastructure on the Burrup Peninsula will be investigated and assessed in 2017. 2016 Highlights + Completed the acquisition of Scarborough area assets. + As a result of the acquisition, Woodside’s Best Estimate Contingent Resources (2C) increased by 462 MMboe. 2017 Activities + Work with the joint venture to progress towards commercialisation. + Position to consider FEED readiness in 2018 and consider FID in 2020. Browse LNG We are targeting the highest-value development option and a reduction in development risks. Development status In March 2016, the Browse Joint Venture decided not to progress further with the selected floating LNG concept. Subsequently, a revised work program was submitted to government, and work began on evaluating a range of alternative development options, with a view to selecting a development concept in H2 2017. Two development concepts are being evaluated. The first is a phased FLNG development of Brecknock, Calliance and Torosa. The alternative concept is the use of existing LNG process infrastructure on the Burrup Peninsula. Renewal of the retention leases covering Brecknock, Calliance and Torosa was granted by the Commonwealth and State Governments in 2015 until 2020. Outlook Woodside remains committed to the earliest commercial development of the Brecknock, Calliance and Torosa fields, targeting to meet forecast LNG supply shortfall from 2022 onwards. 2016 Highlights + Completed front-end engineering and design work to evaluate the selected floating LNG concept. + The joint venture decided not to progress further with the floating LNG development concept selected at FEED entry in June 2015. 2017 Activities + Selecting development concept in H2 2017. + Deliver cost-savings to enhance project value and business case. Sunrise LNG The Greater Sunrise fields were discovered in 1974 and contain contingent resources (2C) of 1.7 Tcf of dry gas and 76 MMbbl of condensate net Woodside share (5.1 Tcf of gas and 226 MMbbl of condensate, 100%). The fields are located approximately 150 km south-east of Timor-Leste and 450 km north-west of Darwin, Australia. Woodside is committed to developing the Greater Sunrise fields. In 2016, we maintained compliance with our title obligations and continued our social investment activities in Timor-Leste. Grassy Point LNG Woodside continues to investigate the potential of developing and operating an LNG processing and export facility at Grassy Point, on the north-west coast of British Columbia, Canada. In June 2016, the British Columbian Environmental Assessment Office approved Woodside’s Grassy Point LNG Application Information Requirements (AIR). Port Arthur LNG The proposed Port Arthur LNG Project is located about 140 km east of Houston. The potential project includes two natural gas liquefaction trains with a total export capability of approximately 10 Mtpa. In 2016, Woodside entered into a project development agreement with Sempra LNG, and applications were filed with the US Federal Energy Regulatory Commission seeking authorisation to construct and operate the LNG facility. Any decision by Woodside to proceed with a binding arrangement, including the establishment of a joint venture with Sempra LNG in relation to the project, remains subject to further due diligence and necessary internal and external approvals. Woodside Petroleum Ltd | Operating and Financial Review 33 5.4 amount by which we exceeded our original production forecast Read more on page 41. Operations OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH Pluto LNG 2016 Highlights + Record annual LNG production of 40.2 MMboe and total production of 43.3 MMboe. + Reliability averaging over 99% for 2016. + Completed the PLA05 sidetrack well under budget and ahead of schedule. + No interruptions to production for 353 days (up until 14 January 2017). + Record low annual flaring. 2017 Activities + Protect long-term supply by conducting Pluto subsurface field review. + Conduct development studies to assess future possible supply options. 36 Woodside Petroleum Ltd | Annual Report 2016 Record annual production from Pluto was achieved in 2016 as a result of reliability averaging over 99% and outstanding system availability. Operational excellence Record LNG production of 40.2 MMboe and record total production of 43.3 MMboe were delivered during 2016, driven by outstanding reliability, greater system availability and capacity enhancements delivered through recent turnarounds. Pluto’s average annualised capacity has increased from 4.3 Mtpa to 4.7 Mtpa. In 2016, Pluto produced 5.0 mt at a production cost of $3.3/boe. During 2016, Pluto LNG reliability averaged more than 99%, and there were no interruptions to production for more than 300 days, representing the longest continuous period of operation since project start-up in 2012. Pluto is delivering sustainable reductions in operating costs through an ongoing focus on continuous improvement and integrated activity planning, which delivers increased planned work and fewer unplanned activities. Efficient materials and resource management and the delivery of the PLA05 side-track well ahead of schedule also contributed to strong financial performance in 2016. Pluto has optimised its maintenance and turnaround strategy, eliminating a minor turnaround planned for 2016. Pluto’s next major turnaround is scheduled for 2019. Pluto’s Gap Ridge Village (GRV) — a transient worker accommodation facility originally built to support the initial construction of the Pluto LNG Project — has been vacated following a decision by the Western Australian Minister for Lands not to renew the lease. The GRV will be decommissioned in Q1 2017. Managing risk and volatility The PLA05 side-track well completed in 2016 enables access to reserves that were previously inaccessible due to a downhole blockage. The drilling campaign was completed 40 days ahead of schedule. With the completion of the PLA05 side-track well, Pluto has six production wells providing sufficient offshore deliverability to maintain maximum production and appropriate well sparing. In 2016, Pluto delivered 77 cargoes1 (total project) of LNG, and since start-up has delivered a total of 306 cargoes1 (total project). In Q4 2016, Pluto delivered its 300th LNG cargo since start-up in 2012. The majority of 2016 cargoes were sold under long-term and mid-term agreements with premium Japanese and Korean energy buyers. Incremental value was derived from the sale of four upside cargoes on the spot market, resulting from LNG production being in excess of what had been planned. Near-term value growth Several parallel reservoir and development studies commenced in 2016 and will continue into 2017 to inform decision making on the potential to drill an additional infill well in 2018. Final interpretation of Pluto 4D seismic data will be available H1 2017 and will be used to refine subsurface targets. 1. Includes some partial cargoes. The Pluto LNG Plant set several records in 2016. Opportunities for value growth We will continue to drive operational excellence to deliver sustainable operating cost reductions, further capacity enhancements and potential mid-scale or large-scale expansion. In 2017, we will undertake activities to support potential exploration activities from 2018 and continue to evaluate opportunities to process other resource owners' gas. We will continue to use our expertise to progress activities to support selling LNG from Pluto as a transport fuel for the mining and bulk-ore shipping sectors. The creation of a truck-loading facility in 2017 will be the initial step towards achieving Woodside’s LNG fuels strategy. Production Gross margin1 46% 43.3 MMboe LNG Condensate MMboe 40.2 3.1 % 93 7 Gross margin Depreciation and amortisation Other Production cost 1. Refer to glossary for definition. US$/boe 24.0 21.1 4.3 3.3 % 46 40 8 6 Woodside Petroleum Ltd | Operating and Financial Review 37 North West Shelf Project 2016 Highlights + Achieved record quarterly production from Karratha Gas Plant (KGP) in Q3 and set daily, weekly and monthly production records. + Delivered top-quartile LNG reliability of over 98% from KGP. + Exceeded annual production forecast as a result of combined offshore and onshore reliability and increased onshore plant capacity. + Safely executed largest-ever NWS integrated turnaround on schedule and budget. + Commenced major marine facilities refurbishment campaign at KGP that will ensure ongoing vessel- loading reliability. 2017 Activities + Continue to pursue opportunities to process other resource owners’ gas. + LNG dual-fuel vessel to commence operations. + Maintain onshore and offshore reliability while continuing to support offshore projects. 38 Woodside Petroleum Ltd | Annual Report 2016 A disciplined approach to project execution, an ongoing focus on operational and maintenance excellence and top-quartile reliability is delivering value from the North West Shelf (NWS) Project. Operational excellence A sustained focus on operational excellence is delivering improvements in plant capacity and reliability. In 2016, improved offshore and onshore reliability led to increased overall LNG reliability of 98%. This contributed to production of 44.3 MMboe, just short of the 44.7 MMboe achieved in 2015. Our share of NWS pipeline gas was 12.9 MMboe and, from mid-2017, our equity share of NWS pipeline gas will reduce from 50% under the Domestic Gas Joint Venture to 16.67%. During May and June, the NWS Project completed its largest-ever turnaround, involving 16 interdependent offshore and onshore scopes at KGP, the Goodwyn A platform and the North Rankin Complex. This included completing work to enable the tie-in and start-up of the Persephone Project. We applied lessons from previous turnarounds while adopting innovations, such as using wireless technology to improve the productivity of operators and maintainers, to help establish a range of global benchmarks during the turnaround. Our ability to deliver turnaround activities safely and successfully reinforces Woodside’s position as a premier operator of LNG facilities in Australia and the world. As a result of improvements delivered during the turnarounds, KGP’s average annualised capacity has increased to 16.9 Mtpa, well above the plant’s original design capacity of 14.9 Mtpa. As well as delivering improvements to increase plant capacity, Woodside has also embarked on a journey to improve energy efficiency. Over the next five years, Woodside is aiming to reduce energy intensity – the relative amount of energy used to produce a unit of hydrocarbon – by 1% each year by identifying and implementing a range of incremental improvements across our processes and equipment and with our people. See page 54 for more information on our health, safety and environment performance. Managing risk and volatility The Karratha Life Extension (KLE) Program is focused on extending the life of KGP and reducing risks to production through the delivery of a portfolio of cost-effective refurbishment scopes. KLE investment is matched to KGP’s current production profile while ensuring sufficient flexibility to accommodate future decision making, including opportunities to process gas from other resource owners. Major activities undertaken in 2016 include the refurbishment of five major processing units, while a marine facilities campaign is progressing to plan. In 2016, four LNG loading arms on Berth 1 and two loading arms on Berth 3 were replaced without any impact to production, with the remaining two arms on Berth 3 scheduled for completion in Q1 2017. The expected expenditure on the KLE program in 2017 is $67 million. I O P E R A T N G A N D F N A N C A L R E V E W I I I The NWS Project continues to invest in the long-term future of the onshore and offshore assets, pursuing new opportunities through operational excellence and investing in existing operations. From July 2016, the NWS Project participants commenced separate marketing of uncontracted LNG and pipeline gas. Equity lifting enables Woodside to derive value from upside production, while maintaining the important contractual relationships held with long-term customers for the ongoing supply of LNG and pipeline gas. The Okha FPSO facility – which produces oil from the Cossack, Wanaea, Lambert and Hermes (CWLH) fields – completed a planned facility turnaround and vessel dry-docking in H1 2016. Subsea life extension studies to support continued operation of the CWLH infrastructure to end-of-field life will be undertaken in 2017. Near-term value growth The NWS Project is developing its reserves efficiently and effectively while Woodside continues to identify and pursue opportunities to process other resource owners’ gas through existing infrastructure. In 2016, significant progress was made on the Persephone and Greater Western Flank Phase 2 projects, while additional production from the Tidepole field was delivered by the Greater Western Flank Phase 1 Project (see 'NWS subsea tiebacks' on page 31 for further information). Woodside’s extensive subsea development expertise is ensuring that sanctioned projects are being delivered on schedule and on budget. In Q1 2016, the NWS Project participants entered the front-end engineering and design (FEED) phase with Hess Exploration Australia to process resources from Hess’ Equus fields in the Carnarvon Basin. In November 2016, Hess advised that it was discontinuing FEED activities. Prior to this, the NWS Project and Hess had matured a number of commercial agreements required for the provision of tolling services. This work has created a foundation for other potential opportunities. Outlook In 2017, we will maintain our focus on operational and maintenance excellence and the delivery of sustainable top-quartile reliability to maximise value from our existing infrastructure. Cost-effective life extension activities will support our ongoing operations. Woodside’s track record of delivering major subsea tieback projects to plan, which underpins the efficient and effective commercialisation of existing NWS Project reserves, will be further bolstered by the completion of the Persephone Project and ongoing execution of the GWF-2 Project. Woodside, along with the NWS Project participants, will continue to explore opportunities to process gas from other resource owners through our facilities. Production Gross margin1 44.3 MMboe 52% LNG Pipeline natural gas Condensate LPG Oil MMboe 23.5 12.9 6.2 0.7 1.0 % 53 29 14 2 2 Gross margin Depreciation and amortisation Other Production cost 1. Refer to glossary for definition. US$/boe 17.2 6.3 4.8 4.4 % 52 19 15 14 Woodside Petroleum Ltd | Operating and Financial Review 39 Australia oil The One FPSO Project has delivered reduced operating expenditure and improved performance across our fleet. During 2016, Woodside remained focused on maximising value from our FPSO fleet through a sustained focus on efficiency and productivity, while investing for strategic growth in oil production. Enfield (Nganhurra FPSO) Annual production was 1.1 MMbbl, down from 1.2 MMbbl in 2015. High reliability partially offset natural reservoir decline. During 2017, we will undertake preparations for the cessation of Enfield production, potentially from Q4 2017, and the permanent departure of the Nganhurra FPSO from the field. This includes the safe suspension of remaining infrastructure in preparation for future decommissioning activities. Vincent (Ngujima-Yin FPSO) Annual production was 4.1 MMbbl, down from 5.5 MMbbl in 2015 due to lower reliability and natural reservoir decline. In October 2016, the multi-phase pumps were changed to operate at a lower suction pressure and to accelerate oil production. Production will be suspended in Q2 2018 for modifications to be made to the Ngujima-Yin FPSO to enable production as part of the Greater Enfield Project. Balnaves Annual production was 0.3 MMbbl. On 4 March 2016, Woodside gave notice of termination of the Balnaves FPSO Services Agreement. Production ceased on 20 March 2016. After cessation of production and in accordance with contractual commitments and regulatory requirements, Woodside undertook decommissioning activities including removing the riser turret mooring and subsea infrastructure from the Balnaves field. Laminaria-Corallina Annual production was 0.2 MMbbl. After completion of the sale of the Laminaria- Corallina assets to Northern Oil and Gas Australia in April 2016, Woodside provided extensive transitional support to ensure that the new operator could meet all production and regulatory compliance requirements. Gross margin1 10% 2016 Highlights + Flawlessly executed the Vincent multi-phase pump change, which was accelerated from 2018 to capture additional value and production in 2017. + Completed the One FPSO project to reduce costs and improve efficiencies by standardising the asset management model. 2017 Activities + Undertake preparations for the cessation of Enfield production. + Commence preparations for Ngujima- Yin FPSO shipyard scope to support the Greater Enfield Project. Production 5.7 MMboe Vincent Enfield Balnaves Laminaria-Corallina MMboe 4.1 1.1 0.3 0.2 % 72 19 5 4 Gross margin Depreciation and amortisation Other Production cost 1. Refer to glossary for definition. US$/boe 4.7 18.2 1.6 20.7 % 10 40 4 46 40 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I International gas production Canada The Liard and Horn River basins produced 1.6 MMboe of natural gas, up from 0.2 MMboe in 2015. The increase follows start-up of the D-A28-B and B-B03-K wells in early 2016. The natural gas produced goes into the Canadian domestic grid and is a result of the appraisal program being undertaken to support the proposed Kitimat LNG Development. See page 32 for more information on the Kitimat LNG Development. Production reconciliation 5.8 (1.5) 1.4 (2.6) 100 e o b M M 90 92.2 (0.4) 80 2015 S W N o t u P l l i o a i l a r t s u A l a n o i t a n r e t n I s n o i t a r e p o d e u n i t n o c s i D 94.9 2016 Higher production in 2016 was driven by outstanding LNG reliability and availability. We exceeded our original guidance of 86-93 MMboe despite discontinuing operations at Stybarrow, Balnaves and Laminaria-Corallina. 2017 Production guidance Woodside’s production guidance for 2017 is 84–90 MMboe, broken down as follows: LNG Liquids1 NWS pipeline gas Other2 Total 2016 (MMboe) 63.7 16.0 12.9 2.3 94.9 2017E (MMboe) 63-66 13.5-15.5 approximately 5.5 2-3 84-90 + Production increase from 2016 to 2017 is forecast for the LNG business due to expected world-class reliability, the absence of major planned turnarounds and the addition of Wheatstone production. + Lower forecast 2017 production is largely due to the equity share of NWS pipeline gas reducing from 50% under the DGJV to 16.67%.3 1. Liquids include oil and condensate. 2. Other includes NWS LPG and Canada pipeline gas. 3. Woodside equity share of NWS pipeline gas and associated condensate is 50% in the Domestic Gas Joint Venture (DGJV) (up to 414 TJ/d, contract flexibilities allow Woodside to receive 50% up to 517.5 TJ per day) and 16.67% in the Incremental Pipeline Gas Joint Venture (IPGJV). The DGJV has been producing NWS pipeline gas for over 30 years. Fulfilment of DGJV production entitlement is expected in May 2017. Thereafter, Woodside share of NWS pipeline gas and associated condensate is 16.67%. Woodside Petroleum Ltd | Operating and Financial Review 41 88% Expected 2017 LNG production sold under oil-linked contracts Read more on page 44. Marketing and shipping OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH Marketing and shipping 2016 Highlights + Integrated two new LNG vessels with competitive market rates into Woodside’s fleet. + Executed arrangements allowing Woodside to equity lift its share of uncommitted NWS and Pluto LNG and domestic gas volumes. + Signed a Heads of Agreement (HoA) for long-term supply of LNG to Pertamina. + Completed majority of NWS price reviews, achieving pricing at traditional levels. + Agreed short-term pipeline deal with Synergy, the first pipeline gas sale executed under the new NWS equity lifting arrangements. + Commenced initial Myanmar market testing studies to accelerate options for commercialisation. + Executed oil-linked LNG sales of up to 1.3 million tonnes in 2016 and early 2017 for delivery over 2017–2018. + Three spot cargoes were sold to Indian buyers, further diversifying Woodside’s customer base. 2017 Activities + Convert HoA with Pertamina into fully termed Sale and Purchase Agreement. + Integrate uncommitted Wheatstone volumes into our LNG portfolio. + Pursue opportunities to create demand for LNG as a transport fuel in the Pilbara. + Evaluate opportunities to be involved further along the value chain to create additional demand for our gas. + Continue to target high-value customers for new long-term LNG portfolio sales arrangements. 44 Woodside Petroleum Ltd | Annual Report 2016 Global LNG demand grew by 7% in 2016 and is expected to grow by more than 6% per annum over the next five years. Operational excellence Our integrated approach to delivery continues to produce excellent outcomes for the business. By optimising our shipping portfolio, we continue to minimise costs and add incremental value on each delivery. Woodside’s control of its shipping fleet and strong customer relationships helped mitigate all production curtailment risks associated with stronger-than-expected output and also supported our increased trading activities. In 2016, two new LNG vessels were successfully integrated into Woodside’s fleet, further enhancing our shipping capabilities. These vessels have been chartered at competitive rates. Managing risk and volatility We have sold 88% of expected 2017 LNG production under mid-term or long-term oil-linked contracts, maintaining an appropriate level of spot exposure. During 2016 and early 2017, we executed oil-linked LNG sales for up to 1.3 million tonnes for delivery over 2017–2018. Arrangements such as NWS equity lifting and the Pluto Transitional Marketing Arrangement have been put in place to allow Woodside to sell its share of equity production – developing the company into a portfolio seller. These agreements allow Woodside to aggregate volumes to be sold under short- and mid-term contracts and support our strategy of maintaining managed levels of exposure to spot prices to maximise revenue. Although Asia remains our core market for LNG, customer diversity was enhanced by delivering cargoes to countries such as Egypt, Argentina, Kuwait and India. Near-term value growth Woodside signed a HoA with Pertamina in April 2016, establishing a new and important relationship in Indonesia. Indonesia is expected to be a key strategic counterparty going forward due to growing LNG demand and proximity to our key assets. The NWS Project successfully completed the majority of price reviews and achieved prices at traditional levels. We have made our first equity pipeline gas sale to Synergy, the NWS Project’s first domestic gas customer, after implementation of NWS equity lifting. This sale establishes Woodside as an independent pipeline gas seller. Initial market testing studies in Myanmar were initiated in the pipeline gas market to support exploration efforts and to accelerate options for commercialisation. Woodside is pursuing opportunities to create demand for LNG as a transport fuel. Around 3 billion litres of diesel is imported annually into the Pilbara region of Western Australia, mostly for use in mine vehicles and locomotives in the resources sector. Another 5 billion litres of heavy fuel oil is used to power the ships carrying mining products from the Pilbara, home to the largest bulk-export ports in the world. I O P E R A T N G A N D F N A N C A L R E V E W I I I There is long-term potential for much of this marine and transport fuel to be converted to LNG, providing significant environmental and cost benefits. In 2016, we placed a long-term charter for the Siem Thiima, the first LNG-fuelled supply vessel in the southern hemisphere, which arrived into Woodside's marine fleet in January 2017. We continue to actively evaluate opportunities to be involved further along the value chain to create additional demand for our gas. Market overview Significant new production out of Australia and the USA will have the LNG market well supplied until the early 2020s. New investment in LNG capacity will be required before the end of the decade to avoid shortages in the 2020s. Woodside is positioning itself to compete through technology and innovation, driving down costs and leveraging its existing infrastructure. New import markets are opening up more rapidly than before, with development of floating storage and regasification units (FSRUs) that are deployable within as little as a year and at significantly lower cost than traditional onshore regasification facilities. Emerging countries such as Columbia and Pakistan have begun importing LNG through FSRUs. LNG will increasingly compete in transport fuels, particularly for heavy transport. LNG is a clean alternative that is well positioned to displace diesel and heavy fuel oil. The potential demand for LNG as a marine fuel received a boost in 2016, with the International Maritime Organisation (IMO) decision to significantly reduce the allowable sulphur levels in marine fuels globally from 2020 in order to reduce pollution from the shipping industry. The market for marine fuels is significant. If the entire global marine fleet switched to LNG, almost all the 245 Mtpa of LNG traded globally in 2015 would be required to power the global marine fleet. Even a small proportion of that market would represent a big rise in demand. In road transport, China is leading the way with LNG demand for trucking. This is set to double by the end of the current decade. Woodside’s portfolio is well positioned to meet growing demand in South-East Asia, driven by a decline in regional supply, with traditional exporters such as Indonesia now becoming importers of LNG. Europe is expected to absorb excess volumes in the market, particularly from the USA. China and India are expected to drive demand growth through to 2030, with additional centres of demand growth emerging in South America and the Middle East. While North Asian spot prices in 2016 on average were lower than in 2015, in December 2016 prices recovered to almost US$10/MMBtu1 due to the return of traditional buyers to the spot market, strong winter demand, operational supply issues and higher coal prices. Global LNG supply and demand Operational supply Projects under construction Demand a p t M 600 500 400 300 200 100 0 2018 20 22 24 26 28 30 32 34 Source: Wood Mackenzie LTD, Q4 2016 1. Source: S&P Global Platts. Woodside signing the HoA for long-term supply of LNG with Pertamina. Woodside Petroleum Ltd | Operating and Financial Review 45 33% Reduction in flaring intensity Read more on page 55. Corporate OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH People and capability We continue to grow outstanding leaders, build diverse capability and drive an inclusive high-performing culture enabled by technology. Building culture and capability Woodside continues to drive a high- performing culture. One of the ways in which we do this is by building the capability of our workforce. In 2016, 140 employees completed a cross- functional rotation to broaden their leadership and technical capability. This represented a 20% increase on the 2015 result. We also successfully trialled new Development Centres to assess and develop leadership capability in a superior and cost-effective manner. We accelerated the development of our graduates by providing them with an opportunity to take part in action learning projects where they solved real-life problems. We also assigned each graduate a technical coach to support the development of their competencies. In-house training continued to focus on licence to operate and core role-based competencies. Our ability to grow outstanding leaders was evident, with 81% of senior leader appointments in 2016 coming from internal promotions, an improvement on 73% in 2015. We also maintained the ratio of graduate hires over mid-career external hires, at 67% in 2016. Productivity progress A number of organisational changes were implemented across the value chain in 2016 to support the delivery of our strategy. These changes better positioned existing functions and created new teams to accelerate and optimise activity across our growth portfolio. An example of this was the integration of the Development Planning and Subsurface teams into our Science and Technology division to spur rapid identification and application of breakthrough solutions to support our development activities. Our Business Development and Growth team also transitioned into the Finance and Commercial division to evolve synergies with functions such as Strategy and Planning. We continue to leverage technology to support our growth. In 2016, we began implementing a new talent-management software package to improve our workforce analytics and develop our workforce’s capabilities. Inclusion and diversity Woodside recognises that an inclusive culture that promotes diversity, respect and a sense of belonging is a key contributor to success. In 2016, our Diversity Policy was updated, broadened and renamed the Inclusion and Diversity Policy to strengthen our emphasis on an inclusive culture. During the year, the number of Indigenous people employed within our workforce rose from 94 (2.7% of the total workforce) to 103 (3% of the total workforce), moving 2016 Highlights + Implemented organisational change across our business to support the delivery of our strategy. + Introduced new talent management software to improve our workforce analytics and the management of talent and capability. + Launched our third Reconciliation Action Plan (RAP), which received the highest possible rating of Elevate from Reconciliation Australia. + Continued to attract high-quality graduates and improve the intake of female technical graduates as part of our gender-balanced graduate program. + Our global voluntary turnover rate continues to trend downwards from 5.7% in 2015 to 3.3% in 2016. 2017 Activities + Implement the 2016–2020 RAP, Inclusion and Diversity Policy and Gender Diversity Strategy. + Increased activities to grow outstanding leadership, build diverse capability and drive an inclusive high-performing culture enabled by technology. Company snapshot • Technical • Professional • Middle management • Administration • Senior management 40% 35% 17% 7% 1% 3,511 Employees Deployed across 11 countries to support our international operations Ranging in experience and positions 48 Woodside Petroleum Ltd | Annual Report 2016 us closer to our 2020 target of 4%. This included the hire of 14 Indigenous trainees and three apprentices as part of our pathways program, just short of our goal to hire 15 and four respectively. Our total number of Indigenous pathways participants has increased to 21 trainees and 12 apprentices. We have maintained our strong commitment to driving sustainable Indigenous employment opportunities through social contribution partnerships and community capability- building programs. Twenty community-based scholarships and scholarships directly linked to future employment opportunities were active in 2016. In 2016, we advanced on our 2015 three-year strategy to drive sustainable improvement in gender diversity at all levels of the workforce. The strategy focuses on processes and practices to address challenges women face at different stages of their careers, minimise the potential for bias and realise the benefits of a gender-balanced workforce. Our female representation increased to 28.4%, almost double the industry average of 15.8%.1 Female voluntary turnover decreased from 5.3% in 2015 to 3.6% in 2016.2 Woodside continues to provide gender- balanced development opportunities through the graduate, apprentice and trainee development programs. The overall percentage of females in our graduate program has increased and improvements have been made in the number of female technical hires. Outlook In 2017, we will continue to grow outstanding leaders, build diverse capability and drive an inclusive high-performing culture enabled by technology. Our focus is on enabling our people to effectively innovate, collaborate and accelerate their efforts in pursuit of our ambition to demonstrate global leadership in providing affordable and sustainable energy. 1. Workplace Gender Equality Agency 2016. 2. Female voluntary turnover in 2015 was 5.3% as referenced in the Sustainable Development Report 2015. In 2016, our Indigenous employee voluntary turnover rate decreased to In 2016, our female employee voluntary turnover rate decreased to 2.9% 3.6% Woodside Petroleum Ltd | Operating and Financial Review 49 Sustainability We are here for the long term. We look after each other, our communities and the environment. Working sustainably is embedded at every level of our company and is fundamental to realising our vision to be a global leader in upstream oil and gas. Sustainability is about delivering shareholder wealth through operating our existing business and developing new business opportunities in an affordable manner that is socially and environmentally responsible. To achieve this, we are committed to our five sustainability principles: operating with transparency and integrity; fostering our organisation and culture; building a resilient business; operating responsibly; and creating shared value. Sustainable Development Report Each year, we compile a Sustainable Development Report that provides an overview of our company performance against our sustainability principles. In 2016, the Report was restructured to better demonstrate how we link our sustainability principles to the company mission, vision, values and activities. As Woodside’s social licence to operate relies on effective relationships with our stakeholders, the Report reflects material issues as they relate to both internal and external stakeholders. We identify our stakeholders based on the location, timing and potential impacts from our activities. The Report is prepared in accordance with the Global Reporting Initiative (GRI) G4 core level reporting. The GRI guidelines provide a globally accepted framework of principles and indicators for reporting an organisation’s economic, environmental and social practices and performance. Woodside also reports in accordance with IPIECA and Oil and Gas Industry Guidance on Voluntary Industry Reporting (2015). Determining sustainability material issues Woodside considers sustainability issues to be material if they have the potential to impact our ability to achieve our business strategy, our reputation, or are of material concern to our stakeholders. Our materiality process consists of four key steps: identifying material issues, prioritising and ranking material issues, validating the information, and completing an annual benchmarking review. In 2016, these were the top six material issues identified by our internal and external stakeholders: 1. Climate change 2. Major incident prevention 3. Major incident response 4. Transparency, anti-bribery and corruption 5. Health and safety performance 6. Regulatory compliance. For further information on Woodside’s response to material issues, see our Sustainable Development Report 2016. Sustainability performance Woodside’s corporate scorecard links to metrics related to our material issues. Woodside’s sustainability performance is also linked to remuneration for employees and executives. To help us evaluate our progress in a more objective way, we track our performance against a number of external benchmarks including the Dow Jones Sustainability Index (DJSI), Carbon Disclosure Project (CDP), FTSE4Good and other environment, social and governance indices. In 2016, Woodside received a Silver Class distinction from RobecoSAM1 for sustainability performance as well as inclusion in the DJSI 2017 Sustainability Yearbook. This was based on an overall score of 80/100 points, which placed Woodside in the top 5% when ranked against peers in the oil and gas upstream and integrated sector. For further information on our sustainability performance, refer to the Sustainable Development Report 2016. 1. An investment specialist focused exclusively on sustainability investing. It publishes the globally recognised DJSI. SUSTAINABILITY PRINCIPLES TOP 6 MATERIAL ISSUES IN 2016 OPERATING WITH TRANSPARENCY AND INTEGRITY Transparency, anti-bribery and corruption Regulatory compliance FOSTERING THE ORGANISATION AND CULTURE Material issue is not represented in top six BUILDING A RESILIENT BUSINESS Climate change OPERATING RESPONSIBLY Major incident response Major incident prevention Health and safety performance CREATING SHARED VALUE Material issue is not represented in top six 50 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I Our economic contribution In 2016, our contribution included of taxes and royalties paid to the Commonwealth and State Governments in Australia. Woodside has paid in excess of $6 billion in taxes and royalties to the Commonwealth and State Governments in Australia since 2012. We continue to pay our fair share of tax as an Australian company, with an effective income tax rate in 2016 of Our Australian tax payments are impacted by global markets, with crude oil prices dropping to 14-year lows in 2016. s t n e m y a p x a t n a i l a r t s u A e c i r p l i O We also paid 12 13 14 15 16 in remuneration and benefits to our people in addition to our payments to shareholders, suppliers and communities. For more detail on what economic value we generate and distribute, see the Sustainable Development Report 2016. Woodside Petroleum Ltd | Operating and Financial Review 51 Community contribution 2016 Highlights + Contributed A$15.7 million worth of social investment to our host communities. + Contributed A$1.8 million towards nine early childhood development initiatives through the Woodside Development Fund. + Conducted social impact scans and assessments in Roebourne, Karratha, Myanmar and countries in West Africa to ensure that we understand the interests and concerns of the communities where we are active. We have an integrated and phased approach to understanding and contributing to communities and seek to build long-lasting relationships where we are active. We demonstrate respect and act with integrity as we aim to generate positive economic, social and cultural outcomes. Social contribution Our social contribution strategy is to create shared value for both the community and our business. We do this by focusing on three key areas: opportunities, knowledge and resilience. We believe that there is shared value for our business and our communities by creating opportunities in education, employment and enterprise. To do this, we take the time to improve our knowledge of what’s needed and to understand the environment we work in, our impacts and the opportunities to work with and support both community and government. By doing this we help build resilience in our host communities so they can take advantage of the opportunities we create. Our funding focus areas are applied globally, aligning with shareholder interests, and support our core business objectives for exploration, developments and operations. As a member of the London Benchmarking Group, we use its methodology to track, measure, benchmark and report on our social contribution performance. In 2016, we contributed A$15.7 million through voluntary social contribution towards a combination of strategic partnerships (80%), the Woodside Development Fund (12%) and philanthropic activities (8%). Our employees volunteered more than 7,500 hours through our corporate volunteering program, providing A$1.4 million worth of assistance to communities. We aim to build capacity and capability in host communities while also ensuring that we remain compliant with fraud and corruption controls. For further information on our social investment, see the Sustainable Development Report 2016. In 2016, Woodside became CoderDojo Western Australia’s Principal Partner and also launched its own Dojo organised by Woodside graduates. The CoderDojo program involves a network of coding clubs throughout Western Australia coming together to learn and develop skills in digital technology. 52 Woodside Petroleum Ltd | Annual Report 2016 In 2016, Woodside employees completed more than 7,500 hours of volunteering valued at A$1.4 million. Indigenous communities Our management-system procedures, guidelines and tools provide us with a framework to engage Indigenous communities consistently. They mandate, in locations with significant activity, the development of baseline Indigenous community understanding and knowledge. This may include community mapping and impact assessments to inform management of issues, and to identify opportunities and ways to improve community resilience. In relevant situations we also manage our relationships and impacts by making agreements. A continuous improvement model frames our principles and focus for effort in our engagements with Indigenous communities globally. Its key elements include these activities: + Developing our workforce’s respect for Indigenous culture and communities through cultural awareness training and supporting initiatives promoting our host communities’ cultures. + Building and strengthening relationships through inclusive heritage management processes and supporting community priorities, such as young people’s wellbeing and the transmission of cultural knowledge from senior people to younger generations. + Increasing economic opportunities by growing the proportion of Indigenous people working for us or our contractors, by awarding more contracts to Indigenous- owned businesses and by encouraging skills building in Indigenous-owned businesses. In 2017, we will continue engagement with Indigenous communities and focus on expansion of our international engagement strategy. Reconciliation Action Plan (RAP) performance Woodside’s first two RAPs helped us embed the importance of recognising and working with Indigenous communities within the business. Our third RAP commits us to an extra level of accountability so that the activities we commit to will have a lasting outcome in the communities where we operate. This represents a step-change in RAP frameworks, and one which we will use as we expand and grow our global business. For further information on our RAP, see the Sustainable Development Report 2016. Human rights We comply with Australian legislation and embed human rights principles in our management system. In support of our activities, a human rights working committee has been established with cross-business representation. The committee will work throughout 2017 to undertake benchmarking of Woodside's policies and systems against industry leaders. Woodside Petroleum Ltd | Operating and Financial Review 53 Health, safety and environment 2016 Highlights success and growth of our business. Strong health, safety, environment and quality performance is essential for the + Recorded a 4% improvement in total recordable injury rate. + Reduced flaring intensity by greater than 30%. + Introduced a fuel intensity key performance indicator to track and improve energy use. + Implemented Process Safety Management framework. + Developed a carbon and climate change strategy. 2017 Activities + Further embed process safety management culture and behaviours across the business. + Strengthen contractor health, safety, environment and quality (HSEQ) pre-qualification and on-boarding processes. + Continue long-term partnerships with international scientific and technical organisations to ensure that world-class HSEQ standards are maintained. + Use of advanced data analytics to support decision making and insights. + Deliver projects that assist in improving fuel and greenhouse gas intensity. 54 Woodside Petroleum Ltd | Annual Report 2016 Key initiatives delivered Process safety The Process Safety Management initative (PSMi) was completed in 2016. PSMi introduced a framework to enable effective and sustainable process safety performance. Process Safety Management (PSM) manages, in a disciplined manner, the integrity of systems and processes that control major accident and environmental events. Key improvements were delivered for priority components of the PSM framework in competency and capability; risk-assessment practices; safe operating envelope; safety critical element management; and process safety governance and assurance. In conjunction with cultural, behavioural and technical changes, it is expected to deliver a sustainable improvement in process safety performance. As an example of the changes, during 2016 a process safety curriculum and competency assessment process was developed to encompass all four competency levels: awareness; knowledge; skill and mastery. The PSM training program was delivered to build PSM awareness and knowledge throughout the organisation, aligned with the competency requirements. At the end of 2016, the program had delivered over 4,000 training events and 250 training courses to the business. This has been the single biggest training program delivered in Woodside’s history. A critical success factor was the cultural change to the ‘Line-Led, Risk-Based’ approach. This approach places high value on visible leadership and operational discipline. Embedding the PSM requirements with the line-led approach and robust governance structures enables sustainable process safety performance. The project was a finalist in the Institute of Chemical Engineers (IChemE) Global Process Safety Awards. Stand Together for Safety Stand Together for Safety is an industry initiative developing a strong and consistent safety culture across the Australian oil and gas industry. The Stand Together for Safety event in August highlighted the impact of health and wellbeing on performance, with the theme 'maintaining the connection'. Interactive sessions were designed to improve awareness of both the physical and the psychological aspects of wellbeing and the potential effects in the workplace. Supporting activities included National Mental Health week and 'R U OK' Day suicide prevention awareness. Woodside continues to participate in industry forums including the Chamber of Minerals and Energy mental health working group to inform and benchmark progress in this evolving area. Investigation improvement The investigation improvement plan has been implemented, enabling quality and efficiency improvements to support organisational learning from incidents. Key aspects included coaching and training, rostering of specialist resources to support investigations and the introduction of tools to support effective sharing of lessons learnt. The focus in 2017 will be on embedding these improvements in the Woodside Management System (WMS). SAFE cards The implementation of the See Assess Fix Encourage (SAFE) cards in 2016 provided a mechanism to unearth warning signs of potential work place hazards. In line with our human reliability improvement plan, the SAFE card initiative provides leading indicators to better reflect Woodside’s human factor themes, support the identification of near-miss situations, and promote human reliability and performance. Additionally, the quality of data captured has greater granularity to improve analysis and enhance lessons learned and recognition of warning signs. Advanced data analytics HSEQ has collaborated with IBM Watson to develop Watson HSEQ. This platform uses powerful search-engine functions and advanced data analytics to enable optimised use of historic HSEQ information. Watson HSEQ was developed to enable evidence-based decision making in order to improve process and personal safety and environmental performance. This has improved the quality of the investigations of process safety incidents. I O P E R A T N G A N D F N A N C A L R E V E W I I I Climate change Woodside recognises the scientific consensus on climate change and the challenge of providing safe, clean, affordable and reliable energy whilst reducing emissions. Woodside is committed to being part of the solution. We are responding by ensuring that our portfolio remains resilient in a carbon constrained market and improving our energy performance. We acknowledge increasing expectations to be transparent about climate related risk. To address this, Woodside has adopted our Climate Change Policy. We believe that natural gas will play an increasingly important role globally, both in the energy mix and in reducing greenhouse gas emissions, supporting intermittency of renewable energy and improving local air quality. For further information on climate change, see the Sustainable Development Report 2016. Flared gas intensity Our ongoing improvements in operational reliability and flare reduction initiatives has allowed us to reduce our flare intensity by over 50% since 2013. We continue to pursue improvements in our flare performance and our 2017 flare intensity target is 17% below our 2016 target. Fuel intensity In 2016, a fuel intensity target of 5% reduction over a five-year period against business-as- usual operations was introduced (defined as gigajoules of energy per tonne of exportable hydrocarbon production). A number of energy and cost-saving initiatives have been assessed in order to achieve this target. To date, this work has achieved a 1% reduction on 2016 target fuel intensity. We held our first Energy Efficiency week in 2016, which focused on raising awareness of the business drivers for improving our organisation's energy efficiency. Innovative seminars across the week included sessions from technical experts and industry leaders, aimed at providing insights to novel and established energy practices that could be potentially implemented. Biodiversity Biodiversity and protection of our operational environment continues to be of great importance to Woodside. In 2016, Woodside partnered with Fauna and Flora International, an international, science-based NGO, and Myanmar's Pathein University. These collaborations seek to provide technical and capacity-building support through international experts providing training to assess and monitor nearshore marine habitats. We have also begun a research partnership with the University of Western Australia, the focus of which is to build a knowledge base in understanding future environmental impacts of decommissioning options offshore. Outlook We are pursuing energy efficiency opportunities to deliver a 5% reduction in fuel intensity by the end of 2020. Woodside continues to position itself as a global partner of choice by leveraging strategic partnerships with leading scientific organisations. In 2017, we will aim to continue leading health, safety and environmental performance to protect our people and the environments in which we operate. Tier 1 and 2 process safety events (PSEs) Tier 1 Tier 2 ) # ( s t n e v E 5 4 2 2 12 13 14 15 1 1 16 The Tier 1 PSE involved the release of stabilised condensate which was contained within the storage tank bund and was internally classified as low risk. Lost time injuries (LTI) and Lost time injury frequency (LTIF) 0.94 LTIF (LHS) LTI (RHS) ) # ( s e i r u n I j 0.43 0.28 0.43 0.22 18 12 6 13 3 14 6 15 4 16 d e k r o w s r u o h n o i l l i m r e p s e i r u n I j Total recordable injury rate performance Flared gas Fuel intensity Woodside Top quartile actual1 Top quartile forecast1 s r u o h n o i l l i m r e p R R T I d e k r o w 12 13 14 15 16 Woodside 4.13 Top quartile1 1.03 3.00 1.90 1.71 1.64 0.90 0.91 0.81 0.752 2012 2013 2014 2015 2016 n o i t c u d o r p f o e n n o t o l i k r e p e n n o T 12.7 6.3 421 10.0 350 217 59 12 121 13 170 14 n o i t c u d o r p f o e n n o t r e p J G 9.1 312 161 15 s e n n o t o l i K 6.1 210 91 16 Flared gas intensity (LHS) Woodside share of flaring (RHS) Total flaring (RHS) Target Actual 4.56 4.52 2016 Fuel intensity was a new metric implemented in 2016. Woodside achieved a 1% reduction on target fuel intensity during 2016. Target and actual excludes Balnaves. 1. Based on International Association of Oil and Gas Producers (IOGP) data. 2. 2016 data based on IOGP forecast. Woodside’s share of flaring has been revised in line with production allocation. Woodside Petroleum Ltd | Operating and Financial Review 55 Technology and innovation 2016 Highlights + Data analytics and cognitive computing continue to deliver insights from our business, helping to reduce costs and to protect high production performance and reliability. + Deployed 3D full waveform inversion on two data sets on our Myanmar seismic surveys. + Our NextGen LNG Technology at the proposed Kitimat LNG project has materially driven down the estimated unit cost of downstream LNG facilities. + Developed capability to reduce operating and warehouse storage costs and improve efficiencies through advances in producing spares on demand under our 3D printing program. 2017 Activities + Invest in local content opportunities that foster the development of an innovation knowledge economy in Western Australia. + Implement technological solutions that increase efficiency, reduce cost and deliver new commercial outcomes. + Further deploy analytics and cognitive solutions across the business. We’re taking action across the value chain to enable investment in the next wave of LNG. Our step-change approach to technology will support operational excellence and reduce exploration, development and production costs. Operational excellence Maximising production We are pioneering the application of advanced analytics and cognitive computing in our operations to leverage our collective knowledge and to support operational excellence. The advanced analytics program is built around a range of statistical tools, updated with live streaming data from our onshore LNG and offshore assets. These tools aid decision making in our engineering and operations teams across a wide range of initiatives including surveillance, optimisation, planning, process control and maintenance. In 2016, we built a Maximum Possible Production (MPP) tool for our Pluto LNG train that provides insights on live production performance compared to the best historical performance of the plant in similar conditions. This tool helps our engineers and operators track and interpret current performance against previous best practice and is now also being trialled for our NWS LNG trains. During 2016, we continued to roll out IBM’s Watson cognitive computing system across our entire organisation, with 12 separate deployments during the year. We also developed a prototype of our 'Willow' cognitive adviser tool, which can interrogate all of the separate Watson systems as well as other corporate knowledge and reporting systems. These tools are augmenting the intelligence of our employees by putting all of Woodside’s collective knowledge of operating experience at their fingertips, enabling faster, data-driven decision making. Reducing production costs We continue to deliver business solutions that reduce operating costs for our existing facilities. Our 3D printing program has the potential to reduce operating costs through the printing of spares on demand. In 2016, we grew our capability in 3D printing and installed our first 3D printed parts on our operating facilities. This program allows us to rapidly reproduce parts by accelerating the prototyping, testing and eventually deployment of new gas-processing technology. The benefits of additive manufacturing go beyond the convenience of being able to reproduce parts as required, as we currently hold around A$100 million of inventory spares at our Karratha Gas Plant (KGP) for Woodside and our fellow joint venture participants. During the year, a low-cost wireless technology (WiFi) solution was installed at the KGP. It has delivered significant improvements CASE STUDY 3D Printing When a vital electricity safety switch for the Goodwyn A Platform off the north-west coast of Australia malfunctioned during a maintenance shutdown, we needed it repaired quickly. The hard-to-get part was critical to completion of the shutdown. For every day it was not repaired, the potential impact was an extra day on the end of the shutdown, leaving about 100 workers unoccupied, waiting for power to be restored. We were able to reproduce the part at the 3D printing facility at Monash University and it was on its way to site within three days. It has been installed in the electrical switchboard. Such 3D printing enables us to reproduce bespoke spare parts quickly, potentially reducing inventory and sparing. Woodside supports the 3D printing program at Monash University. 56 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I through a fast and cost-effective way of acquiring additional plant data to enhance the KGP's operating envelope and ultimately to increase the production capacity of the operating unit. It enables smart operations and underpins the mobile worker of the future, allowing operators access to services and support in the field, improving productivity and plant availability. Reducing exploration and development costs In 2016, we progressed work under our Offshore Transformation work stream, investigating new technologies that allow for faster exploration and an economical offshore development. These technologies include advances in subsea technologies, offshore seismic interpretation, floating and subsea production systems and exploration and production wells. In exploration, our seismic acquisition and processing initiatives include the application of full wave form inversion (FWI) technology that delivers clearer subsurface images much faster. In 2016, we deployed 3D FWI on two data sets on our Myanmar seismic surveys. We are pursuing initiatives to simplify the upstream facilities and equipment using new technologies including all-electric subsea systems, subsea processing and lightweight not-normally-manned floating facilities. We continue to further advance work on our Next Generation LNG concepts through modularisation to substantially reduce estimated development costs compared to conventional LNG projects. Our Plant of the Future work stream is targeting plant designs with capacity costs of less than US$500/tonne per annum of installed capacity. Our plant of the future will be smaller, smarter and safer through the use of advanced technologies including 3D printing, predictive analytics, modularisation, wireless controls and remote monitoring. Outlook FutureLab, our collaborative innovation program, aims to nurture and grow a culture of diversity and innovation, harness new commercial opportunities and secure our ambition to be a leading supplier of affordable and sustainable energy. In 2016, we opened the Woodside FutureLab collaboration centres at Monash University and the University of Western Australia. These centres, in conjunction with our centre at Curtin University, will support the delivery of our Intelligent Enterprise, Plant of the Future and Offshore Transformation work streams. During the year, we supported programs that encourage the development of an innovation knowledge economy in Western Australia through programs including KPMG Energise, Bloom and the Western Australian Innovator of the Year Awards. We will continue to leverage our core capabilities and the latest technology to create new opportunities to sharpen our competitive edge. We are actively pursuing strategies to reduce unit costs for developments and maturing technology solutions in new business opportunities to deliver our strategic objectives and deliver value growth. Plant of the Future + Plant designs produced with intelligent, automated design software to minimise the total piping required. + Reduced cost, faster schedule, and better-quality construction with robotic fabrication. + Lighter, smaller plants are possible with gas-processing vessels that are 3D printed. + Improved production and simplified plant designs as a result of self-learning controllers. + Lower inventory costs and better availability by printing spares on demand as required. + Wireless advanced sensors enable predictive analytics for more throughput. Innovation across the Woodside value chain Explore Develop Operate Woodside is introducing industry-leading technology and innovation capabilities across the oil and gas value chain. Explore full wave form inversion Reduced exploration cycle time and improved success rate Modularisation Reducing LNG liquefaction cost through modular construction Cognitive computing Saving time, driving efficiency and reducing cost Data analytics Insights from data to reduce lifting cost and protect high reliability 3D Printing Potential to reduce operating cost through spares on demand Wireless technology Enabling wireless sensors and mobile technology Dual-fuel support vessel Establishing new energy markets through new technology FutureLab Woodside Petroleum Ltd | Operating and Financial Review 57 Risk Risk is inherent in our business, which is why it is crucial that we maintain a robust and disciplined focus on operational excellence and effective risk management. Our approach to risk management focuses on creating a competitive advantage by enabling the business to better understand, take and manage risk. Woodside’s risk management process focuses on reducing threats that may have an adverse impact on results and operations, and on enhancing opportunities across the value chain. It sets out clearly defined criteria to evaluate and report on material risk across our organisation. We systematically assess the consequence of risk in areas such as health and safety, environment, finance, reputation and brand, legal and compliance, and social and cultural impacts. Our process is aligned to ISO 31000, the international standard for risk management. An overview of our material risks is summarised below. Details on sustainability issues of significance to our stakeholders and our business are also contained in the Sustainable Development Report 2016. Further details on Woodside's approach to risk management and internal control is set out in Woodside’s Corporate Governance Statement, which can be viewed in the Governance and Compliance section of our website at: www. woodside.com.au/ Working-Sustainably/governance-and-compliance. CONTEXT RISK MITIGATION Our future growth depends on our ability to identify, acquire, explore and develop reserves. Unsuccessful exploration and renewal of upstream resources may impede delivery of our strategy. Efficient and cost-competitive commercialisation of hydrocarbons is a contributor to our success. Safety, reliability and integrity in production and delivery of hydrocarbon products influence our licence to operate and our ability to achieve superior shareholder returns. Our business relies on a variety of information technology systems. External market conditions, including volatility in commodity prices and demand for our products, impact our financial performance. A failure to successfully commercialise our hydrocarbons by selecting a sub-optimal development option or failing to execute a project that achieves cost, quality and schedule expectations may reduce the value we can secure from future developments and negatively impact our financial performance. Sustained, unplanned interruption to production may impact our licence to operate and financial performance. Our facilities are subject to operating hazards, inclement weather and disruption to supply chain, which can result in a loss of hydrocarbon containment, diminished production, additional costs, environmental damage or harm to our people. The integrity, availability and reliability of data within Woodside’s information technology systems may be subject to intentional or unintentional disruption (e.g. cyber security attack). Commodity prices are variable and are impacted by global economic factors beyond Woodside’s control. Demand for and pricing of our products remain sensitive to external economic and political factors, weather, natural disasters, introduction of new and competing supply, and change within buyer preferences for differing products and price regimes. Exposure to reserve depletion is addressed by our comprehensive exploration strategy together with our capability in geosciences and deep-water exploration. Our disciplined management of opportunities and acquisitions, together with the application of new technologies and recovery processes, further addresses this risk. Central to the management of this risk is our focus on creating effective commercial arrangements with a range of participants, stakeholders and contractors. In addition, we continue to invest in robust and high-quality opportunity development and project management systems. Our extensive framework of controls enables the management of this risk. This includes production processes, drilling and completions and well integrity management processes, inspection and maintenance procedures and performance standards. This framework is supported by the ongoing engagement we have with regulators. Our exposure to cyber security risk is managed by a control framework and the continuing focus on system control improvements, supported by an established and embedded security strategy across the organisation. Woodside mitigates the uncertainty associated with product demand by selling LNG in a portfolio manner and under long-term ‘take or pay’ sale agreements, in addition to the spot market. Our low cost of production and approach to balance sheet risk management further mitigate this exposure. For the estimated impact of a change in oil price or exchange rates on NPAT, see the Financial Summary on page 17. 58 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I CONTEXT RISK MITIGATION Fluctuation in currency exchange rates may negatively impact Woodside’s financial results. The US dollar reflects the majority of Woodside's underlying cash flows and is used in our financial performance reporting, reducing our exposure to currency fluctuations. We are exposed to fluctuations in currency exchange rates and this exposure increases as we continue to diversify the geographic regions in which we operate. Commercial transactions, obligations or liabilities may impact Woodside’s portfolio. Woodside's technology strategy is focused on maintaining competitive advantage through innovation to generate value for our business. Our business activities are subject to extensive regulation and government policy. Woodside faces climate change risks including changes in product demand, carbon pricing, uncertainty surrounding future regulatory frameworks and increased stakeholder expectations. Commercial transactions undertaken with the objective of growing Woodside’s portfolio incur a number of risks that may impact the ability to deliver anticipated value. These include sub- optimal commercial outcomes; the imposition of unfavourable conditions, obligations or liabilities; and operational performance of acquired assets not meeting expectations. Unsuccessful development and delivery of new technology and new products through innovation may impact competitive advantage. In each of the countries where we do business, Woodside is subject to various national and local laws, regulations and approvals. These relate to the exploration, development, production, marketing, pricing, transportation and storage of our products, and changes or failure to comply with these may impact our licence to operate. Demand for oil and gas may subside as lower carbon substitutes take market share. Global climate change policy remains uncertain and has the potential to constrain Woodside’s ability to create and deliver stakeholder value. Bribery and corruption present a significant threat to commercial organisations and communities worldwide. Violation of anti-bribery and corruption laws may expose Woodside to fines, criminal sanctions and civil suits, and negatively impact our international reputation. Our commercial processes are designed to reduce the likelihood of these risks materialising as a result of a commercial transaction. We focus on maintaining a disciplined approach to ensure that we continue to increase shareholder value and appropriately manage risk. We are reducing unit costs for developments and deploying technology solutions in new business opportunities to deliver our strategic objectives. We aim to respond nimbly to emerging trends, disruptive innovations and complementary technologies. As we increase our global footprint, we continue to strengthen our regulatory compliance framework and supporting tools. We also proactively maintain relationships with governments and regulators within countries in which we operate and those of interest. We are focusing on improving our energy efficiency, maintaining engagement with key industry and government stakeholders and modelling the impact of climate change action on our business. We are exploring new opportunities for LNG as a transport fuel to reduce emissions and improve air quality. Our Fraud and Corruption Control Program provides a clear framework to help prevent, detect and respond to dishonest or unethical behaviour. The framework incorporates policies, programs, training, standards and guidelines that help ensure that all activities are conducted ethically, honestly and to the highest possible standard. Unreasonable prejudice 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. Forward-looking statements 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 that 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 Australian Securities Exchange (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. Woodside Petroleum Ltd | Operating and Financial Review 59 Reserves and resources Exploration and acquisition activity adds 694 MMboe Best Estimate (2C) contingent resources, contributing to an increase of 14% on 2015 volumes. 2016 Highlights + Increased Proved plus Probable (2P) Developed reserves by 38.5 MMboe. Key activities driving volume growth were the start-up of the Pluto PLA05 sidetrack well and the completion of the Tidepole development campaign. + Final investment decision on the Greater Enfield Project matured 41.1 MMboe of Best Estimate (2C) contingent resources into Proved plus Probable (2P) Developed and Undeveloped reserves. + Discovered 82 MMboe of Best Estimate (2C) contingent resources in Myanmar through the Shwe Yee Htun and Thalin exploration wells. + Acquired 612 MMboe of Best Estimate (2C) contingent resources in Senegal and the Scarborough area. Woodside’s reserves1,2,3,4 and contingent resources5 overview* (Woodside share, as at 31 December 2016) Dry gas Bcf Condensate MMbbl Oil MMbbl Total MMboe Proved11 Developed13 and Undeveloped14 Proved Developed Proved Undeveloped Proved plus Probable12 Developed and Undeveloped Proved plus Probable Developed Proved plus Probable Undeveloped 5,326.1 2,471.1 2,855.0 7,089.5 3,602.9 3,486.6 94.9 41.0 53.9 124.2 57.2 67.0 50.5 1,079.8 20.2 30.3 494.7 585.1 74.4 1,442.4 33.0 41.4 722.3 720.1 Contingent resources 26,053.7 236.6 206.9 5,014.2 *Small differences are due to rounding. Key metrics Proved Proved plus Probable 2016 reserves replacement ratio15 Organic 2016 reserves replacement ratio16 Three-year reserves replacement ratio Organic three-year reserves replacement ratio Reserves life17 Annual production18 Net acquisitions and divestments % % % % Years MMboe MMboe 28 29 78 13 11 98.2 -0.2 33 33 102 13 15 98.2 -0.3 1P Reserves 2P Reserves 2C Contingent resources e o b M M 1,231 1,231 1,143 1,143 1,048 1,048 1,150 1,150 1,080 1,042 e o b M M 1,544 1,544 1,437 1,437 1,338 1,388 1,508 1,508 1,442 1,397 e o b M M 33 years of 2016 production 1,745 1,692 1,743 4,398 5,014 12 13 14 15 16 12 13 14 15 16 12 13 14 15 16 60 Woodside Petroleum Ltd | Annual Report 2016 60 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I Proved (1P) and Proved plus Probable (2P) Developed and Undeveloped reserves annual reconciliation by product* (Woodside share, as at 31 December 2016) Dry gas6 Bcf8 Condensate7 MMbbl9 Oil MMbbl Total MMboe10 ) P 1 ( d e v o r P 5,827.9 -45.5 14.9 0.0 0.0 471.1 l s u p d e v o r P l ) P 2 ( e b a b o r P 7,591.7 -54.9 23.8 0.0 0.0 471.1 ) P 1 ( d e v o r P 105.3 -1.6 0.0 0.0 0.0 8.8 l s u p d e v o r P l ) P 2 ( e b a b o r P 133.5 -0.6 0.0 0.0 0.0 8.8 Reserves at 31 December 2015 Revision of previous estimates19 Transfer to/from reserves Extensions and discoveries20 Acquisitions and divestments Annual production Reserves at 31 December 2016 5,326.1 7,089.5 94.9 124.2 *Small differences are due to rounding. ) P 1 ( d e v o r P 22.4 5.1 30.0 0.0 -0.2 6.7 50.5 l s u p d e v o r P l ) P 2 ( e b a b o r P ) P 1 ( d e v o r P l s u p d e v o r P l ) P 2 ( e b a b o r P 42.6 -2.3 41.1 0.0 -0.3 6.7 74.4 1,150.1 1,508.0 -4.5 32.6 0.0 -0.2 98.2 -12.4 45.3 0.0 -0.3 98.2 1,079.8 1,442.4 Best Estimate Contingent resources (2C) annual reconciliation by product* (Woodside share, as at 31 December 2016) Best Estimate Contingent resources (2C) summary by region* (Woodside share, as at 31 December 2016) Dry gas6 Bcf8 Condensate7 MMbbl9 Oil MMbbl Total MMboe10 Project Dry Gas Bcf Condensate (MMbbl) Oil (MMbbl) Total (MMboe) Contingent resources at 31 December 2015 Transfer to/from reserves Revision of previous estimates Extensions and discoveries Acquisitions and divestments Contingent resources at 31 December 2016 23,106.2 237.8 106.5 4,398.1 Greater Browse26 Greater Sunrise28 -23.8 -128.4 467.5 2,632.1 0.0 -1.3 0.0 0.0 -41.1 -45.3 Greater Pluto21 3.0 0.0 -20.8 Greater Exmouth23 North West Shelf22 82.0 Wheatstone24 138.5 600.2 *Small differences are due to rounding. 26,053.7 236.6 206.9 5,014.2 Canada25 Senegal30 Greater Scarborough27 Myanmar29 Total 4,881.0 1,716.8 868.4 307.4 186.8 17.5 14,976.2 0.0 2,632.1 467.5 142.6 75.6 10.3 2.1 5.7 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 41.1 15.8 0.0 0.0 998.9 376.7 162.7 97.0 54.3 3.4 2,627.4 150.0 150.0 0.0 0.0 461.8 82.0 26,053.7 236.6 206.9 5,014.2 1P Reserves by region (Developed and Undeveloped) 2P Reserves by region (Developed and Undeveloped) 2C Contingent resource by region *Small differences are due to rounding. 1,079.8 MMboe 1,442.4 MMboe 5,020 5,014.2 MMboe MMboe Greater Pluto North West Shelf Greater Exmouth Wheatstone Canada % 48 31 4 17 1 Greater Pluto North West Shelf Greater Exmouth Wheatstone Canada % 52 26 4 18 1 Greater Browse Greater Sunrise Greater Pluto Greater Exmouth North West Shelf Canada Senegal Greater Scarborough Myanmar % 20 8 3 2 1 52 3 9 2 Woodside Petroleum Ltd | Operating and Financial Review 61 Woodside Petroleum Ltd | Operating and Financial Review 61 Reserves and resources cont. Proved (1P) Developed and Undeveloped reserves summary by region* Dry gas Bcf l d e p o e v e d n U d e p o e v e D l l a t o T 1,232.7 1,458.6 2,691.3 1,197.9 428.5 1,626.3 0.0 0.0 40.5 0.0 0.0 968.0 968.0 0.0 40.5 Condensate MMbbl Oil MMbbl Total MMboe d e p o e v e D l 16.5 24.5 0.0 0.0 0.0 l d e p o e v e d n U 24.3 12.2 0.0 17.4 0.0 d e p o e v e D l 0.0 9.9 10.3 0.0 0.0 l a t o T 40.8 36.7 0.0 17.4 0.0 l d e p o e v e d n U 0.0 0.0 30.3 0.0 0.0 30.3 d e p o e v e D l 232.7 244.6 10.3 0.0 7.1 l d e p o e v e d n U 280.2 87.4 30.3 187.2 0.0 l a t o T 0.0 9.9 40.6 0.0 0.0 l a t o T 512.9 331.9 40.6 187.2 7.1 50.5 494.7 585.1 1,079.8 2,471.1 2,855.0 5,326.1 41.0 53.9 94.9 20.2 Greater Pluto North West Shelf Greater Exmouth Wheatstone24 Canada25 Reserves *Small differences are due to rounding. Proved and Probable (2P) Developed and Undeveloped reserves by region* Dry gas Bcf l d e p o e v e d n U d e p o e v e D l l a t o T 2,255.7 1,681.7 3,937.4 1,286.7 495.8 1,782.5 0.0 0.0 60.6 0.0 0.0 1,309.1 1,309.1 0.0 60.6 3,602.9 3,486.6 7,089.5 Condensate MMbbl Oil MMbbl Total MMboe d e p o e v e D l 29.6 27.6 0.0 0.0 0.0 57.2 l d e p o e v e d n U 29.4 14.0 0.0 23.5 0.0 67.0 d e p o e v e D l 0.0 13.9 19.2 0.0 0.0 l a t o T 59.1 41.6 0.0 23.5 0.0 124.2 33.0 l d e p o e v e d n U 0.0 0.0 41.4 0.0 0.0 41.4 d e p o e v e D l 425.4 267.2 19.2 0.0 10.6 l a t o T 0.0 13.9 60.6 0.0 0.0 l d e p o e v e d n U 324.5 101.0 41.4 253.2 0.0 l a t o T 749.8 368.2 60.6 253.2 10.6 74.4 722.3 720.1 1,442.4 Greater Pluto North West Shelf Greater Exmouth Wheatstone Canada Reserves Qualified petroleum reserves and resources evaluator statement The reserves and resources statement is based on and fairly represents information and supporting documentation prepared by qualified petroleum reserves and resources evaluators. The reserves and resources 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. *Small differences are due to rounding. 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 Procedure, staff training and minimum competency levels and external reserves audits. On average, 98% 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 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius). 62 Woodside Petroleum Ltd | Annual Report 2016 I O P E R A T N G A N D F N A N C A L R E V E W I I I Notes to the reserves and resource statement 1. ‘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. 2. 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 as the outlet of the Floating Production Storage Facility (FPSO). For onshore LNG projects, the reference point is defined as the inlet to the downstream (onshore) processing facility. For offshore LNG projects (floating liquefied natural gas (FLNG)), the reference point is defined as the outlet of the FLNG facility. Downstream fuel and flare represents 10.5% of Woodside’s Proved (Developed and Undeveloped) reserves, and 10.4% 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. ‘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. 5. 6. 7. 8. 9. 10. 11. 12. 13. ‘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. 14. ‘Undeveloped reserves’ are those reserves for which wells and facilities have not been installed or executed but are expected to be recovered through future investments. 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. 18. ‘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 and resources statement’ annual production differs from production volumes reported in the company's annual and quarterly reports due to differences between the sales and reserves product definitions, reserves reported gross of downstream fuel and flare and the ‘MMboe’ conversion factors applied. 19. ‘Revision of previous estimates’ are 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. 20. ‘Extensions and discoveries’ represent additions to reserves or contingent resources that result from increased areal extensions of previously discovered fields, discovery of reserves or contingent resources in new fields, or new reservoirs in old fields. 21. The ‘Greater Pluto’ region comprises the Pluto-Xena, Larsen, Martell, Martin, Noblige, Pyxis and Remy 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 14.3% of NWS Proved (Developed and Undeveloped) dry gas reserves and 18.3% of NWS Proved (Developed and Undeveloped) condensate reserves. 23. The ‘Greater Exmouth’ region comprises the Vincent, Enfield, Greater Enfield, Greater Laverda, Ragnar and Toro fields. 24. The ‘Wheatstone’ region comprises the Julimar and Brunello fields. 25. The ‘Canada’ region comprises unconventional resources in the Liard Basin. 26. The ‘Greater Browse’ region comprises the Brecknock, Calliance and Torosa fields. 27. The ‘Greater Scarborough’ region comprises the Jupiter, Scarborough and Thebe fields. 28. The ‘Greater Sunrise’ region comprises the Sunrise and Troubadour fields. 29. ‘The Myanmar’ region comprises the Shwe Yee Htun and Thalin fields. 30. The ‘Senegal’ region comprises the SNE field. 31. Material concentrations of undeveloped reserves in Greater Pluto and North West Shelf have remained undeveloped for longer than five years from the dates 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. Woodside Petroleum Ltd | Operating and Financial Review 63 In 2016, Woodside launched the 'Real Conversations, Genuine Relationships, Stronger Communities' campaign to showcase Woodside’s contribution to the communities in which we operate. Read more on page 52. Governance Woodside Board MICHAEL CHANEY, AO PETER COLEMAN LARRY ARCHIBALD MELINDA CILENTO FRANK COOPER, AO CHRISTOPHER HAYNES, OBE Michael Chaney, AO BSc, MBA, Hon LLD (UWA), FAICD Chairman: Appointed July 2007 Term of office: Director since November 2005 Independent: Yes Experience: Spent 22 years at 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 Chairman of National Australia Bank Limited (2004 to 2015) and non-executive director of BHP Billiton Limited (1995 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: Wesfarmers Limited (director since 2015). Director: The Centre for Independent Studies Ltd (since 2000). Chancellor: The University of Western Australia (since 2006). Member: Commonwealth Science Council (since 2014). Directorships of other listed entities within the past three years: National Australia Bank Limited (2004 to 2015). IAN MACFARLANE DAVID MCEVOY Peter Coleman BEng, MBA, FATSE CEO and Managing Director Term of office: Director since 2011 Independent: No 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 the development and project work in the Asia-Pacific region. Appointed an Adjunct Professor in Corporate Strategy by the University of Western Australia in 2012. Committee membership: Attends Board committee meetings. ANN PICKARD SARAH RYAN GENE TILBROOK 66 Woodside Petroleum Ltd | Annual Report 2016 Current directorships/other interests: Chair: Australia-Korea Foundation (since 2014) and the Federal Government's Advisory Group on Australia-Africa Relations (since 2015). Member: The University of Western Australia Business School Board (since 2011), Executive Committee of the Australia Japan Business Co-operation Council (since 2011), Australia- India Chief Executive Officers’ Forum (since 2015), Australian Institute of Company Directors (since 2011) and Adviser to the Asia Society since 2015. Adviser: Monash Industry Council. Larry Archibald MBA, BSc (Geosciences), BA (Geology) Term of office: Director since February 2017 Independent: Yes Experience: Former ConocoPhillips company executive (2008 to 2015), where he spent eight years in senior positions including Senior Vice President, Business Development and Exploration, and Senior Vice President, Exploration. Prior to this, Mr Archibald spent 29 years at Amoco (1980 to 1998) and BP (1998 to 2008) in various positions including leadership of exploration programs covering many different regions of the world. Committee membership: Audit & Risk, Sustainability and Nominations Committees. Current directorships/other interests: Adviser: Guidestone Energy LLC (since 2016). Non-executive director: MainSail Energy Plc (since 2016). Consultant: Warburg Pincus (since 2016). Melinda Cilento BA, BEc (Hons), MEc Term of office: Director since December 2008 Independent: Yes Experience: Significant public and private sector 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. Committee membership: Chair of the Human Resources & Compensation Committee. Member of the Sustainability and Nominations Committees. G O V E R N A N C E Current directorships/other interests: Director: Australian Unity Limited (since 2014). Co-Chair: Reconciliation Australia (director since 2010) and NAB Advisory Council on Corporate Responsibility (member since 2013). Commissioner (part-time): Productivity Commission (since 2014). Member: Chief Executive Women. Frank Cooper, AO BCom, FCA, FAICD Term of office: Director since February 2013 Independent: Yes 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: Chair: Insurance Commission of Western Australia and University of Western Australia Strategic Resources Committee. Director: St John of God Australia Limited (since 2015) and South32 Limited (since 2015). Member: Senate of the University of Western Australia. President: Western Australia division of the Australian Institute of Company Directors. Trustee: St John of God Health Care (since 2015). Christopher Haynes, OBE BSc, DPhil, FREng, CEng, FIMechE Term of office: Director since June 2011 Independent: Yes Experience: Had a 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 Manager of the North West Shelf Venture. Dr Haynes retired from Shell in 2011. Committee membership: Member of the Audit & Risk, Sustainability and Nominations Committees. Current directorships/other interests: Director: WorleyParsons Limited (since 2012). President: Energy Industries Council (since 2015). Ian Macfarlane Former Australian Federal Minister (Resources; Energy; Industry and Innovation), FAICD Sarah Ryan PhD (Petroleum and Geophysics), BSc (Geophysics) (Hons 1), BSc (Geology) Term of office: Director since 2016 Term of office: Director since 2012 Independent: Yes Independent: Yes Experience: Australia’s longest-serving Federal Resources and Energy Minister and the Coalition’s longest-serving Federal Industry and Innovation Minister with over 14 years of experience in both Cabinet and shadow ministerial positions. Before entering politics, Mr Macfarlane’s experience included agriculture, and being Presidents of the Queensland Graingrowers Association (1991 to 1998) and the Grains Council of Australia (1994 to 1996). Committee membership: Member of the Human Resources & Compensation, Sustainability and Nominations Committees. Current directorships/other interests: Chief Executive: Queensland Resources Council (since 2016). Chair: Innovative Manufacturing Co-operative Research Centre. Member: Toowoomba Community Advisory Committee of the University of Queensland Rural Clinical School. David McEvoy BSc (Physics), Grad Dip (Geophysics) Term of office: Director since September 2005 Independent: Yes Experience: Had a 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) and Seven Group Holdings Limited (since 2015). Ann Pickard BA, MA Term of office: Director since February 2016 Independent: Yes Experience: Retired from Shell in 2016 after a 15-year tenure holding numerous positions, including Executive Vice President Arctic, Executive Vice President Exploration and Production, Country Chair of Shell in Australia, and Executive Vice President Africa. Previously had an 11-year tenure with Mobil prior to its merger with Exxon. Committee membership: Member of the Human Resources & Compensation, Sustainability and Nominations Committees. Current directorships/other interests: Director: KBR Inc. Member: Chief Executive Women, Advisory Council of the Eurasia Foundation and Board of Advisors of Catalyst. Directorships of other listed entities within the past three years: Westpac Banking Corporation (2011 to 2014). 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 advisor for institutional investment firm Earnest Partners, having previously been responsible for research and portfolio management from 2007 until 2014. Committee membership: Member of the Audit & Risk, Sustainability and Nominations Committees. Current directorships/other interests: Director: Akastor ASA (since 2014) and Vautron Holdings Pty Ltd (since 2016). Member: Chief Executive Women (since 2016). Advisor to the Chairman: Saxo Bank, Denmark Directorships of other listed entities within the past three years: Aker Solutions ASA (2011 to 2014). Gene Tilbrook BSc, MBA Term of office: Director since 2014 Independent: Yes Experience: Broad experience in corporate strategy, investment and finance. Senior executive of Wesfarmers Limited between 1985 and 2009, including 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: Deputy Chair: National Board of the Australian Institute of Company Directors (since 2016). Director: Orica Limited (since 2013), GPT Group Limited (since 2010) and the Bell Shakespeare Company. Member: Western Australia division of the Australian Institute of Company Directors (since 2013). Councillor: Curtin University. Directorships of other listed entities within the past three years: Fletcher Building Limited (2009 to 2015), Aurizon Holdings Limited (2010 to 2016). Andrew Jamieson, OBE FREng, CEng, FIChemE Dr Andrew Jamieson retired effective on 21 April 2016 after 11 years of service on Woodside’s Board of Directors. Dr Jamieson served on a number of Woodside Board committees including as Chair of the Human Resources & Compensation Committee and a member of the Sustainability and Nominations Committees. Woodside Petroleum Ltd | Governance 67 Corporate Governance Statement We believe high standards of governance and transparency are essential. 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. 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 is the overarching guide for everyone who works for Woodside. Our corporate governance model is illustrated below. The Woodside Management System (WMS) was updated in 2016 and describes the Woodside way of working, enabling Woodside to understand and manage its business to achieve its objectives. It defines the boundaries within which our employees and contractors are expected to work. The WMS establishes a common approach to how we operate, wherever the location. Throughout 2016, our governance arrangements complied with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (third edition). Our Corporate Governance 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. The Corporate Governance Statement discusses arrangements in relation to our Board of Directors, committees of the Board, shareholders, risk management and internal control, the external auditor relationship, and inclusion and diversity. Our website contains copies of Board and committee charters and copies of many of the policies and documents mentioned in the Corporate Governance Statement. The website is updated regularly to ensure that it reflects Woodside’s most current corporate governance information. Woodside’s Corporate Governance Statement can be viewed in the Governance and Compliance section of our website at: www.woodside. com.au/Working-Sustainably/ governance-and-compliance. STAKEHOLDERS BOARD DELEGATION ACCOUNTABILITY AUDIT & RISK COMMITTEE HUMAN RESOURCES & COMPENSATION COMMITTEE CHIEF EXECUTIVE OFFICER NOMINATIONS COMMITTEE SUSTAINABILITY COMMITTEE INDEPENDENT ASSURANCE MANAGEMENT GOVERNANCE AND ASSURANCE EXTERNAL AUDIT STRATEGY GUIDELINES AUTHORITIES FRAMEWORK INTERNAL AUDIT RISK MANAGEMENT MAJOR PROJECT ASSURANCE CHECKS MANAGEMENT REVIEW & T IMPROVEMENT PROCESSES & PROCEDURES EXPECTATIONS COMPASS & POLICIES WOODSIDE MANAGEMENT SYSTEM OPERATING STRUCTURE MANAGEMENT COMMITTEES 68 Woodside Petroleum Ltd | Annual Report 2016 G O V E R N A N C E Directors' Report The directors of Woodside Petroleum Ltd present their report (including the Remuneration Report) together with the Financial Statements of the consolidated entity, being Woodside Petroleum Ltd and its controlled entities, for the year ended 31 December 2016. Directors The directors of Woodside Petroleum Ltd in office at any time during or since the end of the 2016 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) are set out on pages 66 and 67. 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 page 7 of the Corporate Governance Statement. Directors attended all relevant Board and committee meetings during the year. 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 page 90. 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 $868 million ($26 million in 2015). 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 pages 1-63. Significant changes in the state of affairs The review of operations (pages 1-63) sets out a number of matters that 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 Since the reporting date, the directors have declared a fully franked dividend. More information is available in the 'Dividend' section below. 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. Dividend The directors have declared a final dividend out of profits of the company in respect of the year ended 31 December 2016 of 49 cents per ordinary share (fully franked) payable on 29 March 2017. Type 2016 final 2016 interim 2015 final Payment date 29 March 2017 30 September 2016 8 April 2016 Period ended 31 December 2016 30 June 2016 31 December 2015 Cents per share Value $ million Fully franked 49 413  34 43 286 354   The full-year 2016 dividend is 83 cents per share. 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 pages 54-55. Through its Health, Safety, Environment and Quality Policy, Woodside plans and performs activities so that adverse effects on the environment are avoided or kept as low as reasonably practicable. Company Secretaries The following individuals have acted as Company Secretary during 2016: Michael Abbott BJuris, LLB, BA, MBA Senior Vice President Corporate and Legal and General Counsel and Joint Company Secretary Mr Abbott joined Woodside in 2005 and was appointed to the role of Senior Vice President Corporate and Legal and General Counsel in December 2014. He was appointed Joint Company Secretary effective 3 May 2012. 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 is a solicitor and chartered secretary. He is a member of the National Board and Vice President of the Governance Institute of Australia. Woodside Petroleum Ltd | Governance 69  + 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. The auditor independence declaration, as required under section 307C of the Corporations Act 2001, 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 2001. 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 Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016. Signed in accordance with a resolution of the directors. M A Chaney, AO Chairman Perth, Western Australia 1 March 2017 P J Coleman Chief Executive Officer and Managing Director Perth, Western Australia 1 March 2017 Auditor’s Independence Declaration to the Directors of Woodside Petroleum Ltd As lead auditor for the audit of Woodside Petroleum Ltd for the financial year ended 31 December 2016, I declare to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. Directors’ relevant interests in Woodside shares as at the date of this report This declaration is in respect of Woodside Petroleum Ltd and the entities it controlled during the financial year. Director L Archibald M Chaney M Cilento P Coleman1 F Cooper C Haynes I Macfarlane D McEvoy A Pickard S Ryan G Tilbrook Relevant interest in shares - 20,000 2,311 335,208 4,928 6,119 - 8,040 940 4,458 7,153 Ernst & Young T S Hammond Partner Perth, Western Australia 1 March 2017 1. Mr Coleman holds Variable Pay Rights under his CEO incentive arrangements, details of which are set out in the Remuneration Report in Table 11 on page 86. Liability limited by a scheme approved under Professional Standards Legislation. Directors' Report cont. 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 E.5 to the Financial Statements. 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 2001 for the following reasons: 70 Woodside Petroleum Ltd | Annual Report 2016 Remuneration Report Contents Chairman's letter Our response to your feedback KMP and summary of Woodside's five-year performance Scorecard measures and outcomes CEO and executive KMP remuneration structure CEO and executive KMP remuneration for 2016 Other equity plans Contracts for executive KMP Non-executive Directors (NEDs) Human Resources & Compensation (HR&C) Committee Use of remuneration consultants Reporting notes Statutory tables 72 74 76 77 78 79 82 83 83 84 84 84 85 Woodside Petroleum Ltd | Governance 71 GOVERNANCE Woodside Petroleum Ltd Woodside Plaza 240 St Georges Terrace Perth WA 6000 Australia T +61 8 9348 4000 F +61 8 9348 4000 E companyinfo@woodside.com.au woodside.com.au 1 March 2017 Dear Shareholder On behalf of the Board, I am pleased to present Woodside’s Remuneration Report for the year ended 31 December 2016. At the 2016 Annual General Meeting (AGM) 27.6% of votes were cast against the 2015 Remuneration Report, constituting a ‘first strike’. That result was a catalyst for a review of our executive remuneration arrangements by the Board. The Human Resources and Compensation (HR&C) Committee Chair, Melinda Cilento and I have spent a considerable amount of time engaging with shareholders to understand their concerns around our remuneration policy and practice. This year’s Report demonstrates our commitment to responding to this feedback. We have made a number of significant changes to remuneration arrangements for the CEO and Key Management Personnel (KMP) that are reflected in the 2016 remuneration outcomes. We have moved from fair to face value for long-term award (LTA) allocations and we have removed the second Relative Total Shareholder Return (RTSR) test for LTA allocations (known as the ‘retest’). Woodside’s executive KMP have accepted these changes and the material reduction in the value of their variable reward without additional payment or consideration. Further, for this year the cash component of the CEO’s short-term award (STA) has been reduced from two-thirds to one-third, with the remaining two-thirds of STA now delivered in Restricted Shares. In addition, for the second consecutive year, the Board resolved that the CEO, KMP and Non-executive Directors (NEDs) would not receive an increase to their fixed annual reward for the 2016 year, and we allocated no equity rights to executive KMP through the Woodside Equity Plan and Supplementary Woodside Equity Plan in 2016. You will also find a number of changes to other executive remuneration measures, including the incorporation of a Net Profit After Tax (NPAT) hurdle in the scorecard for executive KMP in 2016, replacing one-year RTSR. Finally, the Board has increased minimum shareholding requirements for NEDs, requiring Directors to have acquired shares for a total purchase price of at least 50% of their pre-tax base annual fee after four years on the Board. This strengthens the alignment of Director and shareholder interests in the long-term performance of the company. These changes reflect the commitment of the CEO, KMP and the Board to addressing shareholder sentiment with a commensurate response. We are consulting further regarding the scope for a broader redesign of our executive remuneration. In a challenging environment, the CEO and KMP have continued to deliver against the performance objectives set by the Board. This Report aims to present a simple and transparent summary of the links between executive remuneration outcomes, operational and financial performance and shareholder experience. I believe that the improvements in remuneration structures and their presentation here are an appropriate response to feedback, and I trust shareholders will be satisfied with the resolutions we’ve reached. Yours sincerely, Michael Chaney, AO Chairman Woodside Petroleum Ltd 72 Woodside Petroleum Ltd | Annual Report 2016 The Board has listened to concerns raised by stakeholders and made changes to our executive remuneration practices with the support of executive KMP, to better align with shareholder experience and expectations. Woodside Petroleum Ltd | Governance 73 GOVERNANCE In 2016, the Chairman and HR&C Committee Chair held 53 face-to-face meetings with key shareholders and advisers. This included three domestic and international roadshows. This reflects the Board's commitment to developing a deep understanding of shareholder views and in particular emerging preferences with regard to executive remuneration, to inform its decision making. Accordingly, following this consultation, several immediate changes were introduced to the remuneration arrangements in place for Woodside’s executive key management personnel (KMP). These changes seek to address shareholder concerns and are explored in further detail throughout this report, and are summarised below: Our response to your feedback ISSUE RAISED ISSUE RAISED Use of fair value in Variable Pay Rights (VPRs) allocations for LTA Retesting of unvested awards after first performance period for LTA What it looked like in 2015 The number of VPRs allocated was based on a fair value. The fair value was determined by an independent expert. What it looked like in 2015 Any VPRs that did not vest as a result of the first performance test (four years) would be retested at the end of a five year period. What has changed in 2016? For the 2016 LTA award, the allocation price was determined using a face value. This was determined by calculating the Volume Weighted Average Price of Woodside shares for the trading days in the month of December 2016. The allocation of LTA on face value resulted in the CEO receiving 104,997 VPRs. If a fair value methodology had been applied as per previous years, the CEO would have received 197,003 VPRs. Why has it changed? This improves transparency in how allocations are calculated. What has changed in 2016? The second RTSR test (retest) will be removed for 2016 LTA awards for executive KMP, meaning that VPRs allocated in 2017 will lapse if the required RTSR performance is not achieved at the end of the four-year period. Why has it changed? Shareholders considered the benefit to be overly generous and is consistent with the majority of peer companies who have moved away from retesting in the last two years. 74 Woodside Petroleum Ltd | Annual Report 2016 74 Woodside Petroleum Ltd | Annual Report 2016 G O V E R N A N C E ISSUE RAISED Use of RTSR in both STA and LTA ISSUE RAISED Proportion of STA paid in cash to the CEO What it looked like in 2015 The 2015 STA scorecard was based on four equally weighted measures: RTSR, production, safety and delivery against business plan commitments. RTSR was also the performance measure for LTA. What has changed in 2016? In 2016, the RTSR measure in the STA scorecard has been replaced with an NPAT measure for executive KMP, meaning that 25% of their scorecard contribution to the STA pool is derived from a profit-based measure, to improve alignment between remuneration outcomes and shareholder experience. Why has it changed? The move to NPAT in the corporate scorecard addressed shareholder concerns over the dual use of RTSR. What it looked like in 2015 The CEO received STA delivered two-thirds as cash and one-third Restricted Shares subject to a three-year deferral period. What has changed in 2016? The 2016 STA award to the CEO will be delivered one-third in cash and two-thirds in Restricted Shares. 50% of the Restricted Shares will be subject to a two-year deferral period and the remaining 50% will be subject to a three-year deferral period. Why has it changed? The increased deferral reinforces the importance of a longer term focus from the CEO. ISSUE RAISED Disclosure of STA targets and the link between performance and outcomes What it looked like in 2015 Disclosure of high-level individual Key Performance Indicators (KPIs) for KMP including the CEO. What has changed in 2016? CEO disclosure includes expanded commentary regarding performance metrics and the CEO’s individual performance factor. Additional disclosure of individual KMP performance indicators has been provided where possible, subject to commercial sensitivities. Why has it changed? This provides increased transparency regarding the link between company performance against defined KPIs and STA outcomes for the CEO and executive KMP. ISSUE RAISED Use of RTSR as a sole metric for LTA What it looked like in 2015 Vesting of 33% of the LTA was based on the RTSR performance against the ASX50. Vesting of the remaining 67% was subject to an RTSR test against an international peer group of oil and gas companies. What has changed in 2016? A complete review of executive incentive plans is currently being undertaken with the intention of introducing any new arrangements at the start of the 2018 year. Why would it change? An important objective of this review is to align executives’ variable remuneration outcomes with the company's strategy and performance and our shareholders' experience. ISSUE RAISED Vesting schedule for LTA commencing at the 50th percentile What it looked like in 2015 At 50% RTSR performance, 50% of VPRs vest. At 75% or more RTSR performance, 100% of VPRs vest, with proportionate vesting between these percentile points. What has changed in 2016? A complete review of executive incentive plans is currently being undertaken with the intention of introducing any new arrangements at the start of the 2018 year. Why would it change? An important objective of this review is to align executives’ variable remuneration outcomes with the company's strategy and performance and our shareholders' experience. ISSUE RAISED Claw back What it looked like in 2015 There were no provisions enabling Woodside to claw back unvested awards. What has changed in 2016? The Board may exercise post cessation discretion to forfeit Restricted Shares or lapse unvested VPRs of former employees if events occur or information becomes available after cessation which would have impacted the decision to grant favourable treatment on cessation of employment. Why has it changed? Clarifying the application of Board discretion in this scenario aligns with shareholder expectations to appropriately manage the variable remuneration outcomes of former employees. Woodside Petroleum Ltd | Governance 75 Woodside Petroleum Ltd | Governance 75 Remuneration Report (audited) KMP and summary of Woodside's five-year performance Woodside’s key management personnel (KMP) This Remuneration Report outlines the remuneration arrangements in place and outcomes achieved for Woodside’s KMP during 2016. 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 2016 are set out in Table 1. Table 1 – KMP Executive Executive Director P Coleman (Managing Director and Chief Executive Officer) (CEO) Senior Executives M Abbott (Senior Vice President Corporate and Legal and General Counsel) R Edwardes (Executive Vice President Development) S Gregory (Senior Vice President and Chief Technology Officer) P Loader (Executive Vice President Global Exploration) R Matisons (Executive Vice President Marketing, Trading and Shipping) D McLoughlin (Senior Vice President People and Global Capability) G Roder (Executive Vice President Business Development and Growth)1 L Tremaine (Executive Vice President and Chief Financial Officer)2 M Utsler (Executive Vice President and Chief Operations Officer) 1. Mr Greg Roder ceased as KMP on 29 April 2016. His employment with Woodside Energy Ltd ceased on 31 October 2016. 2. Mr Lawrie Tremaine resigned from Woodside Energy Ltd on 13 February 2017 and is currently serving a period of notice. 3. Mr Larry Archibald was appointed to the Woodside Board on 1 February 2017. 4. Dr Andrew Jamieson retired from the Woodside Board on 21 April 2016. 5. Mr Ian Macfarlane was appointed to the Woodside Board on 14 November 2016. 6. Ms Ann Pickard was appointed to the Woodside Board on 29 February 2016. Table 2 – Five year performance The table below outlines Woodside's performance over the last five years against key metrics. Non-executive Directors M Chaney (Chairman) L Archibald3 M Cilento F Cooper C Haynes A Jamieson4 I Macfarlane5 D McEvoy A Pickard6 S Ryan G Tilbrook Net Profit After Tax (NPAT)1 Earnings per Share2 Dividends per Share Share closing price (last trading day of the year) Production Relative TSR (1 year) (US$ million) (US cents) (US cents) (A$) (MMboe) (quartile) 1. NPAT detail is contained in the Financial Statements on pages 91 to 124. 2. Basic and diluted earnings per share from total operations. 2016 868 104 83 31.16 94.9 2015 26 3 109 28.72 92.2 2014 2,414 293 255 38.01 95.1 2013 1,749 213 249 38.90 87.0 2012 2,983 366 130 33.88 84.9 3rd quartile 2nd quartile 1st quartile 4th quartile 2nd quartile Remuneration Policy Woodside aims to be a global leader in upstream oil and gas. To do so the company must be able to attract and retain talented executives in a globally competitive market. The Board structures remuneration so that it rewards those who perform, is valued by executives, and is strongly aligned with the company’s strategic direction and the creation of returns to shareholders. Fixed Annual Reward (FAR) is determined by the scope of the executive’s role and their level of knowledge, skills and experience. Variable Annual Reward (VAR) at target is structured to reward the CEO and executive KMP for achieving challenging yet realistic targets set by the Board. Executive remuneration is reviewed annually having regard to individual and business performance and relevant comparative information. FAR and VAR is benchmarked against domestic and international competitors at target, to maintain competitive advantage. 76 Woodside Petroleum Ltd | Annual Report 2016 Scorecard measures and outcomes The Board assesses management performance on an annual basis against a balanced scorecard of measures that aim to drive business performance and the creation of shareholder value. The 2016 scorecard for executive KMP is based on four equally weighted measures that have been chosen because they impact long and short- term shareholder value, with a score of one for an outcome at target and a maximum score of two on each measure. The Board sets challenging yet realistic targets for each measure with sufficient stretch to promote continuous improvement and superior performance. In 2016, Woodside achieved operational excellence and maintained a strong focus on improving health and safety. A sustained focus on productivity and cost enabled a solid NPAT result to be delivered. Despite a challenging external environment, Woodside capitalised on its strong balance sheet to create and build near-term value and growth opportunities and we are well positioned to provide affordable energy products to the world’s growth markets. Accordingly, the Board determined a scorecard outcome of 1.54 out of a maximum of two for executive KMP for the 2016 performance year.1 NPAT Profit after tax performance is closely aligned with short-term shareholder value creation. NPAT is underpinned by operational performance, oil price and foreign exchange rates. This measure focuses management on driving exceptional operational performance, with the Board ensuring that short-term results are not achieved at the expense of longer term performance. NPAT outcomes, and therefore the short-term awards, are exposed to the upside and downside of oil price and foreign exchange fluctuations, as are returns to shareholders. SAFETY Strong safety performance creates and protects value four ways; it reduces the likelihood of major accident events and catastrophic losses; it maintains Woodside’s licence to operate which enables the development and sanction of its growth portfolio; it reflects efficient, optimised and controlled business processes that generate value; and it retains the company’s position as a partner of choice providing us access to the best capabilities and talent. The Total Recordable Injury Rate (TRIR) target is set with reference to the company’s aim to achieve global top-quartile health and safety performance. 2015 NPAT Outcome: 2016 NPAT Outcome: $26 million $868 million Scorecard Outcome: 1.2 2015 TRIR Outcome: 1.71 2016 TRIR Outcome: 1.64 Scorecard Outcome: 1.2 + In 2015, NPAT was reduced by asset impairment charges of $1,083 million. Despite a significant fall in oil prices over 2016, Woodside delivered NPAT of $868 million, a 12% increase on budget; underpinned by an overall 28% reduction in unit production cost; and a break even cost of sales down 23% to $8.5 per boe, both of which demonstrate the realised benefits of Woodside’s multi-year productivity agenda and disciplined focus on cost reduction. Total scorecard 1.54 outcome PRODUCTION Woodside maximises revenue and generates value from its assets when they are fully utilised in production. Production is carefully managed throughout the year to optimise the production value from the reservoir. The production target is set relative to the company’s annual budget and is not revised through the year. 2015 Production Outcome: 2016 Production Outcome: Scorecard Outcome: 92.2MMboe 94.9MMboe 2 + Annual production of 94.9MMboe, the second highest for the company, and world-class LNG reliability of 98.7% were achieved. + Improved safety and environmental performance across the business with a reduced TRIR of 1.64, down from 1.71 in 2015, on track to achieve our goal of top-quartile global performance. DELIVERY AGAINST BUSINESS PLAN Woodside’s annual business plan commitments aim to deliver long-term shareholder value. The commitments are structured under four categories; key annual imperatives; operational health (e.g. cost project delivery, reliability, availability, utilisation, energy efficiency, diversity, development of people, succession planning, turnover, corporate reputation); financial strength (e.g. capital management, discipline and efficiency, supply chain performance); and delivery of growth agenda (e.g. quality of exploration portfolio and growth opportunities captured). Scorecard Outcome: 1.8 + The vast majority of our 2016 business plan commitments were met or exceeded, with highlights including; important acquisitions in Australia and Senegal which provide significant additional resources at low entry cost; announced discovery of 2.4 Tcf of gas offshore Myanmar; forecasting approximately 15% production growth from 2017 – 2020 from existing operations and currently sanctioned projects,2 including FID for Greater Enfield; for the second year in a row, lower flared gas intensity, with a 33% reduction from 2015; and maintaining our investment grade credit rating and gearing within our target range. 1. Scorecard outcomes, including the total scorecard outcome, have been rounded for reporting purposes. 2. Based on project schedules of currently sanctioned projects including NWS subsea tiebacks, Wheatstone Project and Greater Enfield Project. Woodside Petroleum Ltd | Governance 77 GOVERNANCE Remuneration Report (audited) cont. CEO and executive KMP remuneration structure Woodside's remuneration structure for the CEO and executive KMP is comprised of three components being FAR, STA and LTA. Challenging yet realistic annual targets are set by the Board and set out in the corporate scorecard. These targets are designed to promote short-term and long-term shareholder value. Meeting these targets means the CEO and executive KMP being eligible for their target STA allocation, subject to individual performance. Exceeding targets may result in an increase to STA, whereas under performance will result in a reduction in STA. Target LTA is a set percentage of FAR, converted to VPRs with vesting subject to a relative total shareholder return test. LTA vesting is subject to share performance with the overall value exposed to the upside or downside of the share price movement, therefore closely aligning with shareholder interests. The remuneration structure for executive KMP for 2016 is explained below: Summary of executive KMP remuneration structure for 2016 Fixed Annual Reward (FAR) How is it determined? FAR is based on the scope of the executive’s role and their individual level of knowledge, skill and experience. FAR makes up 30% of the CEO’s total target remuneration and 45-50% for other executive KMP. When is it paid? Monthly. Link to Woodside strategy FAR is benchmarked for competitiveness against comparator organisations, to enable the company to attract and retain high quality executives Variable Annual Reward (VAR) Short-term Award (STA) How is it determined? STA payments are based on the annual corporate scorecard result and individual performance against KPIs during 2016. The corporate scorecard for 2016 is based on NPAT, 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. See page 81 for details of the CEO’s individual KPIs and page 80 for other executive KMP. The Board assesses performance against the corporate scorecard. Performance against individual KPIs is assessed by the Board in the case of the CEO, or by the CEO in the case of other executive KMP (subject to approval by the HR&C Committee). Eligible executives may only receive an STA award if their individual performance for 2016 is assessed as acceptable. Participants other than the CEO are then divided into “Pool Groups”, with the size of the pool determined by each participant's target STA, and then adjusted based on the corporate scorecard result. Each participant is then allocated a portion of the relevant pool based on individual performance relative to other executives in the same pool. STA makes up 30% of the CEO’s total target remuneration and 30-33% for other executive KMP. The CEO’s maximum STA award is two times FAR. Other executive KMP do not have an individual maximum STA opportunity because the size of the STA pool varies from year to year depending on performance and other factors. However, the total size of the STA pool is capped as noted above. The minimum STA award that an executive can receive is zero if their individual performance is assessed as unacceptable, or the corporate scorecard result is zero. When is it paid? For the CEO, one-third of 2016 STA will be paid in cash in March 2017. The remaining two-thirds will be delivered as a deferred equity award of Restricted Shares, with 50% subject to a two year deferral and 50% subject to a three year deferral. 78 Woodside Petroleum Ltd | Annual Report 2016 For executive KMP, two-thirds will be paid in cash in March 2017. The remaining third will be delivered as a deferred equity award of Restricted Shares, subject to a three-year deferral period. The number of Restricted Shares is calculated by dividing the deferred STA value by the Volume Weighted Average Price (VWAP) for December 2016. Generally, vesting of the deferred STA is subject to the executive’s employment not being terminated with cause, or by resignation, for the deferral period after allocation. The deferred STA may vest prior to the expiry of the deferral period 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 or retirement, as determined by the Board. The Board has discretion to claw back unvested shares held by or on behalf of the executive. This discretion arises if, after cessation of employment, new information has come to light about a material breach of an executive’s obligations or other inappropriate conduct during their employment, or their circumstances change after they cease employment (e.g. they commence working with a competitor), and in each case the Board considers that it is no longer appropriate for them to retain the benefit. A summary of unvested deferred STA awarded to KMP is provided in Table 11 on page 86. Link to Woodside strategy The corporate scorecard consists of balanced measures that reflect the values and annual goals of the organisation. The measures and annual targets are reviewed and approved by the Board each year. The scorecard provides a common purpose for all executives each year. Individual KPIs are calibrated to the role of each executive. This recognises that Woodside’s success depends upon all executives achieving and exceeding targets within their areas of influence and responsibility. STA deferral ensures that awards remain subject to fluctuations in share price over a three year period, which is intended to reflect the sustainability of performance over the medium-term and support increased alignment between executives and shareholders. Long-term Award (LTA) How is it determined? LTA is granted in the form of VPRs. The VPRs are divided into two portions with each portion subject to a separate RTSR performance hurdle tested over a four year period. One-third of the LTA will be tested against a comparator group that comprises the entities within the ASX 50 index at 1 December 2016. The remaining two-thirds of the VPRs will be tested against an international group of oil and gas companies, set out in Table 10 on page 86. TSR outcomes are calculated by an external adviser on the fourth anniversary of the allocation of the VPRs. The outcome of the test is measured against the schedule below. For 2016 LTA awards, any VPRs that do not vest will lapse and are not retested. Woodside RTSR percentile position within peer group Less than 50th percentile Equal to 50th percentile Equal to or greater than 75th percentile Vesting between these percentile points is on a pro rata basis. Vesting of VPRs no vesting 50% vest 100% vest The CEO’s annual LTA entitlement is set at 133% of his fixed remuneration and makes up 40% of his total target remuneration. LTA makes up 20-22% of total target remuneration for other executive KMP. When is it paid? LTA may vest after four years, subject to performance against the relevant peer group. The number of VPRs allocated at the start of the performance period is calculated on a face value basis by dividing the LTA value by the Volume Weighted Average Price (VWAP) for December 2016. 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. The Board has discretion to claw back the unvested VPRs of former employees in certain circumstances, as outlined above in relation to deferred STA. A summary of unvested VPRs awarded to executive KMP is provided in Table 11 on pages 86-88. Link to Woodside strategy LTA is directly linked to shareholder returns over the longer term. For LTA to vest, Woodside must deliver better shareholder outcomes than at least half of the companies in the relevant comparator group. In this way, shareholder interests are embedded directly into the remuneration structure. The LTA has been designed to align with company strategy through peer groups that include both competitors for shareholder funds, and domestic and overseas oil and gas players (recognising that Woodside competes globally for resources, investment, and people). The relative weightings reflect our vision of becoming a global leader in upstream oil and gas. The LTA performance period is tested after four years as Woodside operates in a capital intensive industry with long investment timelines. It is imperative that executives take decisions in the long-term interest of shareholders, focused on value creation across the commodity price cycles of the oil and gas industry. CEO and executive KMP remuneration for 2016 CEO Short-term Award (STA) The CEO’s remuneration is governed by his contract of employment. The CEO’s STA award is determined by multiplying the CEO’s FAR by the corporate scorecard result and the CEO’s individual performance factor as determined by the Board. The award is subject to an overall cap of two times FAR. CEO Long-term Award (LTA) Under his contract, the CEO’s annual LTA opportunity is set at 133% of his FAR. The LTA entitlement for the 2016 performance year was allocated in February 2017 at face value and will be subject to RTSR testing in February 2021. There will be no retest. Each year the Board determines and documents the metrics that will be used to assess the annual individual performance of the CEO for the year. The vesting conditions for the LTA allocation reflect those outlined on page 78. KMP Executive Incentive Plan (EIP) The EIP is used to deliver STA and LTA to executive KMP, other than the CEO. 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. As shown in the 'Our response to your feedback' section on pages 74 and 75 several changes have been introduced for the 2016 performance year, impacting executive KMP. Table 3 below illustrates how EIP awards for executive KMP will be determined for the 2016 performance year, as well as their lifecycle in future years. For 2016, the individual performance of the CEO was reviewed by the Board against five equally weighted measures: + Growth agenda: Assesses the alignment of growth opportunities to shareholder return; portfolio balance; and the achievement of challenging business objectives. + Effective execution: Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; and achievement of health, safety and community expectations. + Enterprise capability: Assesses leadership development; workforce planning; succession; Indigenous participation and diversity; effective risk identification and management. + Culture and reputation: Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; and Woodside’s brand as a partner of choice. + Shareholder focus: Assesses whether decisions are made with a long-term shareholder return focus; effective and timely communication to shareholders, market analysts and fund managers; and the focus on shareholder return throughout the organisation. These metrics were chosen because successful performance in each area is a key driver of superior shareholder returns. At the completion of the year, each NED independently contributes to the review of the CEO’s performance for that year. The CEO is given an overall individual performance factor of between 0.8 and 1.4. Woodside Petroleum Ltd | Governance 79 GOVERNANCE Remuneration Report (audited) cont. Table 3 – Overview of the EIP for executive KMP (excluding the CEO) 2016 2017 2018 2019 2020 2021 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. F O S T S I S N O C R A V ELIGIBLE EXECUTIVES RECEIVE A VAR UNDER THE EIP VAR for a Performance Year is calculated as a percentage of FAR, which is determined by the Board taking into account relevant data on levels of variable reward being offered in the market. 60% STA Adjusted in accordance with the STA pooling and performance assessment process. Two-thirds of the STA is paid in early 2017 as cash while the other third is awarded as Restricted Shares. 40% LTA Awarded as VPRs. RESTRICTED SHARES Subject to a three-year deferral period ending on 27 February 2020. VPRS Subject to RTSR performance over a four-year period up to the vesting date on 27 February 2021 with no retest. Individual KPIs for 2016 STA KPIs are tailored to reflect the individual responsibilities of executives who participate in the STA, and are chosen to align individual performance with the achievement of Woodside’s business plan and objectives. Examples of the individual KPIs for each of the executive KMP are shown in Table 4. Table 4 – Individual KPIs for 2016 STA KMP Key Performance Indicator KMP Key Performance Indicator Executive Vice President and Chief Operating Officer Production Operating expense Executive Vice President and Chief Financial Officer Executive Vice President Development Unit production costs Total recordable injury rate Process safety events Energy efficiency Capital expense Portfolio cost competitiveness Portfolio maturation Portfolio development imperatives Executive Vice President Global Exploration Exploration expense Discovered resource volumes Senior Vice President and Chief Technology Officer Senior Vice President Corporate and Legal and General Counsel Commercial finding costs Exploration prospects Senior Vice President People and Global Capability Executive Vice President Marketing Trading and Shipping Sales Trading/performance NPAT Corporate development Return on capital employed Corporate operating expense Productivity benefits Unit technical cost reduction Innovation capability Data science value IS&S service and cost Regulatory compliance Corporate affairs management Management system deployment Voluntary and regret staff turnover Succession health Gender and Indigenous diversity 80 Woodside Petroleum Ltd | Annual Report 2016 Remuneration outcomes for 2016 A summary of the remuneration outcomes for executive KMP in 2016 is set out below. Fixed Annual Reward CEO and Managing Director In January 2016, Woodside conducted a review of the CEO's remuneration based on benchmarking data against a defined peer group. This data confirmed the CEO's remuneration was in line with the market median. This supported the Board's decision to not award the CEO an increase to FAR for the second consecutive year. Executive KMP Executive KMP were not awarded an increase to their FAR for the second consecutive year. Short-term incentives STA pool The STA pool for 2016 was $25,729,525 for 100 participants including the executive KMP and the CEO. CEO and Managing Director The CEO’s performance outcomes against his individual performance indicators are as follows: Shareholder focus: assessed as 1.2 out of a maximum of 1.4; highlighted by outstanding operational performance in our base business and domestic and international growth opportunities; strong focus on productivity, driving down costs to maintain profitability in a low price environment; and disciplined approach to acquisitions and capital management. The CEO's overall individual performance factor for 2016 was 1.19, resulting in an STA award of 92% of maximum. The CEO’s 2012 deferred STA vested on 22 February 2016, resulting in him receiving 33,720 shares. Executive KMP The Board approved STA to executive KMP based on the scorecard result and their individual performance assessment. Two-thirds of STA was delivered in cash, and one-third in Restricted Shares subject to a three-year deferral period. Executive KMPs 2012 deferred STA vested on 22 February 2016, which resulted in the following: + Growth agenda: assessed as 1.25 out of a maximum of 1.4. Highlighted + 2,284 restricted shares vested to Mr Abbott. by a disciplined and timely acquisition of quality assets including Scarborough and offshore Senegal; successfully rebalancing the exploration portfolio to increase exposure to oil and emerging basins; announced the discovery of 2.4Tcf of gas (2C, 100%) offshore Myanmar; acquiring over 35,000 km2 of seismic data in Myanmar and Ireland; and forecast approximately 15% production growth from 2017-2020 from existing operations and currently sanctioned projects.1 + Effective execution: assessed as 1.22 out of a maximum of 1.4. Highlighted by world-class LNG reliability of 98.7%; exceeding our original production forecast by 5.4 MMboe; realised $830 million in benefits through the productivity program; and operating expenditure below target. + Enterprise capability: assessed as 1.12 out of a maximum of 1.4; highlighted by an increase to our Indigenous participation from 2.7% in 2015 to 3% in 2016; a reduction in Indigenous turnover from 3.2% in 2015 to 2.9%; increasing our female participation to 28.4%, almost double the industry average; decreasing female voluntary turnover from 5.3% in 2015 to 3.6%; continuing to attract high-quality graduates; and achieving gender balance in graduate recruitment. + Culture and reputation: assessed as 1.15 out of a maximum of 1.4, highlighted by our A$15.7 million worth of social investment to our host communities and contributing A$1.8 million towards nine early childhood development initiatives through the Woodside Development Fund. Creation of significant economic value through A$1 billion in remuneration and associated taxes through employing people in the communities in which we operate; $3.5 billion in expenditure with over 2,000 global suppliers. 1. Based on project schedules of currently sanctioned projects including NWS subsea tiebacks, Wheatstone Project and Greater Enfield Project. + 4,710 restricted shares vested to Mr Edwardes. + 2,694 restricted shares vested to Mr Gregory. + 3,569 restricted shares vested to Mr Matisons. + 3,829 restricted shares vested to Mr Roder. + 6,933 restricted shares vested to Mr Tremaine. Long-term incentives CEO and Managing Director There were no LTA vestings for the CEO in 2016. Executive KMP There were no LTA vestings for executive KMP in 2016. Other Woodside Equity Plan (WEP) Executive KMPs 2013 WEP equity rights vested on 1 October 2016, which resulted in the following: + 1,550 rights vested to Mr Abbott. + 3,100 rights vested to Mr Gregory. + 1,550 rights vested to Mr Matisons. + 3,100 rights vested to Mr Tremaine. Supplementary Woodside Equity Plan (SWEP) There were no vestings under the SWEP for executive KMP in 2016. Woodside Petroleum Ltd | Governance 81 GOVERNANCE Remuneration Report (audited) cont. Remuneration outcomes for 2016 (cont.) The table below provides a valuation summary of the VAR for the CEO and executive KMP for the 2016 and 2015 performance years. Table 5 – Valuation Summary of CEO and executive KMP VAR for 2016 and 2015 Name P Coleman M Abbott R Edwardes S Gregory P Loader R Matisons D McLoughlin G Roder4 L Tremaine5 M Utsler Year 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 STA Cash1 $ $1,085,317 $2,007,413 $240,312 $200,654 $434,721 $440,297 $316,815 $260,580 $395,538 $337,364 $251,333 $232,188 $98,688 $176,800 $151,403 $296,609 $380,224 $414,316 $615,447 $455,769 STA Deferred2 $ $2,103,092 $1,492,241 $111,478 $149,146 $201,659 $327,293 $146,953 $193,691 $183,473 $250,789 $116,573 $172,602 $45,769 $132,045 $0 $220,480 $176,373 $307,980 $285,492 $338,787 LTA3 $ $1,265,214 $2,675,156 $83,711 $163,901 $159,385 $337,001 $85,266 $180,282 $122,127 $258,224 $87,893 $185,864 $83,711 $122,913 $119,295 $302,708 $144,407 $288,378 $169,375 $339,262 Total EIP $ $4,453,623 $6,174,810 $435,501 $513,701 $795,765 $1,104,591 $549,034 $634,553 $701,138 $846,377 $455,799 $590,654 $228,168 $431,758 $270,698 $819,797 $701,004 $1,010,674 $1,070,314 $1,133,818 1. Represents the short-term incentive earned in the respective year, which is actually paid in the following year. Amounts were translated to USD using closing spot rate on 31 December 2016. 2. The number of shares allocated under the STA was calculated by dividing the amount of the executive’s entitlement by the face value of Woodside shares. The USD fair value of Restricted Shares as at their date of grant has been determined by reference to the share price at acquisition. The fair value is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should these equity instruments vest. 3. The number of shares allocated under the LTA for 2016 was calculated by dividing the amount of the executive's entitlement by the face value of Woodside shares. The USD fair value shown above has been determined at the date of grant by applying the binomial valuation method combined with a Monte Carlo simulation. The amount included above is not related to or indicative of the benefit (if any) that individual executives may ultimately receive should these equity instruments vest. 4. Mr Roder ceased being KMP on 29 April 2016 and ceased employment with Woodside on 31 October 2016. His deferred STA was granted as cash of A$104,578 classified as a termination benefit. 5. Mr Tremaine's Restricted Shares and VPR awards for the 2016 service year represent those estimated to be allocated as at 31 December 2016. Mr Tremaine resigned on 13 February 2017 which has resulted in the subsequent forfeiture of all unvested Restricted Shares and VPRs. Other equity plans Woodside has a history of providing employees with the opportunity to participate in ownership of shares in the company and using equity to support a competitive base remuneration position. No awards were made to executive KMP in 2016 under Woodside’s other equity plans, but details of prior year allocations are provided in Table 11 on pages 86-88. Woodside Equity Plan (WEP) The WEP is available to all Australian based permanent employees including executives, other than the CEO. 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 determined by the Board, and based on individual performance as assessed under the performance review process as described for STA on page 78. There are no further ongoing performance conditions. 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. 82 Woodside Petroleum Ltd | Annual Report 2016 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 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. Each ER entitles the participant to receive a Woodside share on the vesting date three years after the effective grant date. There were no awards issued under the SWEP in 2016. 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 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. Table 11 on pages 86-88 includes a summary of executive KMP’s interests in ERs. Contracts for executive KMP All KMP have a contract of employment. Table 6 below contains a summary of the key contractual provisions of the contracts of employment for the executive KMP. Table 6 – Summary of contractual provisions for executive KMP Employing company Contract Duration Termination notice period company1, 2 Termination notice period executive P Coleman Woodside Petroleum Ltd Unlimited M Abbott Woodside Energy Ltd Unlimited R Edwardes Woodside Energy Ltd Fixed Term Contract until 31 December 2018 S Gregory Woodside Energy Ltd Unlimited R Matisons Woodside Energy Ltd Unlimited D McLoughlin Woodside Energy Ltd Unlimited P Loader Woodside Energy Ltd Fixed Term Contract until 1 July 2018 L Tremaine Woodside Energy Ltd Unlimited M Utsler Woodside Energy Ltd Fixed Term Contract until 2 December 2018 12 months 6 months 6 months 12 months 12 months 6 months 6 months 12 months 6 months 6 months 3 months 6 months 6 months 6 months 3 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 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. Non-executive Directors (NEDs) 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. + the responsibilities and work requirements of Board members. Fees paid to NEDs are recommended by the HR&C 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. The Woodside minimum shareholding requirement for NEDs increased in 2016, with NEDs now required to have acquired shares for a total purchase price of at least 50% of their pre-tax annual fee after four years on the Board. 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. NEDs remuneration structure NEDs remuneration consists of base Board fees and committee fees, plus 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. For the second consecutive year, NEDs received no increase in their fees. Table 7 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. Board fees are not paid to the CEO, 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. The total remuneration paid to, or in respect of, each NED in 2016 is set out in Table 12 on page 89. Woodside Petroleum Ltd | Governance 83 GOVERNANCE Remuneration Report (audited) cont. Table 7 – Annual base Board and Committee fees for NEDs Position Chairman of the Board2 Non-executive Directors3 Committee Chair Committee Member Board A$1 723,3004 212,7004 Audit & Risk Committee Human Resources & Compensation Committee Sustainability Committee Nominations Committee A$1 A$1 A$1 56,0004 27,9004 47,4004 23,7004 47,4004 23,7004 A$1 Nil Nil 1. NEDs receive Board and committee fees plus statutory superannuation (or payments in lieu for overseas based NEDs). 2. Inclusive of committee work. 3. Board fees paid to NEDs, other than the Chairman. 4. Annual fee from 1 July 2014. Human Resources & Compensation (HR&C) Committee The HR&C 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, available on Woodside's website. Use of remuneration consultants The Committee directly engages independent external advisers to provide input to the process of reviewing NEDs and executive remuneration. The Committee receives executive remuneration recommendations directly from external independent remuneration consultants. Table 8 below shows the fees payable to independent external remuneration consultants during 2016. Under communications and engagement protocols adopted by the company, the market data reports and the recommendations were provided directly to the Committee Chair, 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 8 – Fees paid to remuneration consultants Remuneration consultant Services provided Fees Egan Associates Remuneration recommendations (including market data) for the 2017 CEO remuneration review A$27,489 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 functional and presentation currency of the company. Compensation for Australian-based employees and all KMP 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. 84 Woodside Petroleum Ltd | Annual Report 2016 Statutory tables Table 9 - Compensation of executive KMP for the year ended 31 December 2016 and 2015 Fixed Annual Reward Variable Annual Reward Short-term Post Short-term s e e f , s e i r a a S l s e c n a w o l l a d n a $ s e c n a w o l l a i g n d u l c n i ( d n a s t fi e n e B 1 ) y r a t e n o m - n o n $ y n a p m o C n o i t a u n n a r e p u s o t s n o i t u b i r t n o c $ m r e t - t r o h S 2 ) h s a C ( d r a w a $ Share based payments l 3 s n a p e r a h S $ e v a e l e c i v r e s g n o L s t fi e n e b n o i t a n m r e T i l a t o T 4 n o i t a r e n u m e r 5 d e t a e r l e c n a m r o f r e P $ $ $ A$ P Coleman, Chief Executive Officer 2016 1,809,295 25,158 14,461 1,085,317 3,673,472 98,772 - 6,706,475 8,949,491 2015 1,829,049 152,493 14,304 2,007,413 3,488,469 63,088 M Abbott, Senior Vice President Corporate and Legal and General Counsel 2016 340,806 15,320 63,205 240,312 271,499 29,379 2015 310,743 15,526 83,106 200,654 257,297 42,601 R Edwardes, Executive Vice President Development6 S Gregory, Senior Vice President and Chief Technology Officer 2016 769,232 13,254 14,461 434,721 607,645 34,846 2015 786,031 25,630 14,304 440,297 379,166 22,304 2016 414,999 19,282 14,461 316,815 357,328 (17,489) 2015 421,790 14,388 14,304 260,580 346,471 15,924 P Loader, Executive Vice President Global Exploration7, 8 2016 642,876 27,487 2015 656,081 64,635 - - 395,538 563,058 24,145 337,364 442,557 16,465 R Matisons, Executive Vice President Marketing, Trading and Shipping D McLoughlin, Senior Vice President People and Global Capability G Roder, Executive Vice President Business Development and Growth9 L Tremaine, Executive Vice President and Chief Financial Officer10 2016 348,924 18,253 90,494 251,333 351,166 18,269 2015 352,674 67,703 96,831 232,188 348,562 16,396 2016 399,768 17,744 14,461 98,688 99,405 15,502 2015 336,031 16,738 13,416 176,800 61,839 7,650 2015 671,396 43,930 59,258 296,609 542,504 20,073 2016 606,228 13,053 16,942 380,224 692,987 39,820 2015 607,197 13,131 17,124 414,316 706,360 22,838 M Utsler, Executive Vice President and Chief Operations Officer7, 11 2016 946,540 23,643 2015 954,838 40,625 - - 615,447 666,580 35,982 455,769 511,756 22,775 - - - - - - - - - - - - - 7,554,816 9,968,190 960,521 1,292,954 909,927 1,204,838 1,874,159 2,518,405 1,667,732 2,207,854 1,105,396 1,488,227 1,073,457 1,420,345 1,653,104 2,220,352 1,517,102 2,008,670 1,078,439 1,449,595 1,114,354 1,474,617 645,568 869,059 612,474 817,477 - - - - - 1,633,770 2,161,451 1,749,254 2,346,527 1,780,966 2,352,977 2,288,192 3,079,492 1,985,763 2,630,912 % 71 73 53 50 56 49 61 57 58 51 56 52 31 39 55 51 61 63 56 49 2016 219,107 10,406 14,291 151,403 661,126 (10,606) 425,219 1,470,946 1,983,499 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. Amounts were translated to USD using closing spot rate on 31 December 2016. 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. 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. The Total Remuneration in AUD is converted from USD using exchange rates on the date of each transaction. This non-IFRS information is included for the purposes of showing the total annual cost of benefits to the company in Australian dollars for the service period. 5. Performance related outcomes are calculated using the USD total remuneration figure. 6. Mr Edwardes' 2014, 2015 and 2016 share based payment amortisation expenses have been accelerated based on his contract end date of 31 December 2018. 7. 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. 8. Mr Loader's 2014, 2015 and 2016 share based payment amortisation expenses have been accelerated based on his contract end date of 1 July 2018. 9. Mr Roder ceased being KMP on 29 April 2016 and ceased employment with Woodside on 31 October 2016. All share based payment amortisation expenses have been accelerated accordingly. 10. Mr Tremaine’s Restricted Share and VPR awards for the 2016 service year represent those estimated to be allocated as at 31 December 2016. Mr Tremaine resigned on 13 February 2017 which has resulted in the subsequent forfeiture of all unvested Restricted Shares and VPRs. 11. Mr Utsler’s 2014, 2015 and 2016 share based payment amortisation expenses have been accelerated based on his contract end date of 2 December 2018. Woodside Petroleum Ltd | Governance 85 GOVERNANCE   Remuneration Report (audited) cont. Table 10 - LTA peer group, international oil and gas companies Anadarko Petroleum Corporation Apache Corporation BG Group PLC1 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 Inc2 Tullow Oil PLC 1. BG Group was acquired by Royal Dutch Shell in February 2016. 2. Talisman Energy Inc was acquired by a wholly owned subsidiary of Repsol in May 2015. Table 11 – Summary of CEO and executive KMP’s allocated, vested or lapsed equity Type of equity1 Grant date Allocation date Vesting date2,3 Awarded but not vested Vested in 2016 % of total vested Lapsed in 2016 Fair Value of Equity4,5,6 Restricted Shares 1 January 2012 22 February 2013 22 February 2016 - 33,720 100 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 16 December 2016 27 February 2017 27 February 2019 P Coleman Restricted Shares 1 January 2016 27 February 2017 27 February 2020 RTSR Tested VPRs 1 January 2012 22 February 2013 22 February 2017 RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 19,924 45,334 47,905 48,225 48,225 150,665 156,940 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 167,316 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 153,833 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 104,997 - - - - - - - - - - - - - - - - - - - - Restricted Shares 1 January 2012 22 February 2013 22 February 2016 - 2,284 100 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 M Abbott7 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 4,788 5,339 9,425 6,947 - - - - WEP Equity Rights 1 October 2013 WEP Equity Rights 1 October 2015 - - 1 October 2016 - 1,550 1 October 2018 2,300 - R Edwardes Restricted Shares 1 January 2012 22 February 2013 22 February 2016 - 4,710 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 RTSR Tested VPRs 1 January 2012 22 February 2013 22 February 2017 RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 5,075 9,717 10,507 9,658 11,923 19,780 21,078 19,379 13,227 - - - - - - - - - - - - - 100 - 100 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 30.98 35.18 34.80 31.15 22.73 20.88 15.90 20.77 17.45 17.39 12.05 30.98 31.15 20.88 17.39 12.05 30.47 18.07 30.98 35.18 34.80 31.15 20.88 15.90 20.77 17.45 17.39 12.05 86 Woodside Petroleum Ltd | Annual Report 2016   Table 11 – Summary of CEO and Executive KMP’s allocated, vested or lapsed equity (cont.) Type of equity1 Grant date Allocation date Vesting date2,3 Awarded but not vested Vested in 2016 % of total vested Lapsed in 2016 Fair Value of Equity4,5,6 Restricted Shares 1 January 2012 22 February 2013 22 February 2016 - 2,694 100 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 2,566 5,198 6,218 7,038 RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 10,000 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 11,276 10,367 7,076 - - - - - - - - - - - - - - - - S Gregory WEP Equity Rights 1 October 2013 WEP Equity Rights 1 October 2014 WEP Equity Rights 1 October 2015 - - - 1 October 2016 1 October 2017 1 October 2018 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 P Loader RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 SWEP Equity Rights 1 October 2014 - 1 October 2017 - 3,100 100 2,300 2,300 1,450 7,445 8,051 8,787 7,536 16,150 14,849 10,135 11,960 - - - - - - - - - - - - - - - - - - - - - - Restricted Shares 1 January 2012 22 February 2013 22 February 2016 - 3,569 100 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 R Matisons8 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 WEP Equity Rights 1 October 2013 WEP Equity Rights 1 October 2015 - - 1 October 2016 1 October 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 D McLoughlin RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 WEP Equity Rights 1 October 2015 - 1 October 2018 Restricted Shares 1 January 2012 22 February 2013 22 February 2016 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 G Roder9 RTSR Tested VPRs 1 January 2012 22 February 2013 22 February 2017 RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 5,541 5,583 10,688 7,294 - - - - - - - - - 1,550 100 2,300 4,239 2,192 7,068 6,947 2,300 - - - - 5,774 17,940 18,932 17,407 9,900 - - - - - - 3,829 4,603 8,728 7,078 - - - - - - - - - - - 100 100 100 100 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 30.98 35.18 34.80 31.15 20.88 20.77 17.45 17.39 12.05 30.47 31.26 18.07 35.18 34.80 31.15 20.88 20.77 17.45 17.39 12.05 31.26 30.98 31.15 20.88 17.39 12.05 30.47 18.07 31.15 20.88 17.39 12.05 18.07 30.98 35.18 34.80 31.15 15.90 20.77 17.45 17.39 12.05 Woodside Petroleum Ltd | Governance 87 GOVERNANCE   Remuneration Report (audited) cont. Table 11 – Summary of CEO and Executive KMP’s allocated, vested or lapsed equity (cont.) Type of equity1 Grant date Allocation date Vesting date2,3 Awarded but not vested Vested in 2016 % of total vested Lapsed in 2016 Fair Value of Equity4,5,6 Restricted Shares 1 January 2012 22 February 2013 22 February 2016 - 6,933 100 L Tremaine10 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 RTSR Tested VPRs 1 January 2012 22 February 2013 22 February 2017 RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 WEP Equity Rights 1 October 2013 WEP Equity Rights 1 October 2014 WEP Equity Rights 1 October 2015 SWEP Equity Rights 1 October 2014 - - - - 1 October 2016 1 October 2017 1 October 2018 1 October 2017 Restricted Shares 1 January 2013 21 February 2014 21 February 2017 Restricted Shares 1 January 2014 20 February 2015 20 February 2018 Restricted Shares 1 January 2015 19 February 2016 19 February 2019 Restricted Shares 1 January 2016 27 February 2017 27 February 2020 M Utsler RTSR Tested VPRs 1 January 2013 21 February 2014 21 February 2018 RTSR Tested VPRs 1 January 2014 20 February 2015 20 February 2019 RTSR Tested VPRs 1 January 2015 19 February 2016 19 February 2020 RTSR Tested VPRs 1 January 2016 27 February 2017 27 February 2021 SWEP Equity Rights 1 October 2014 - 1 October 2017 4,249 10,393 9,887 8,447 14,631 16,560 18,036 16,583 11,984 - - - - - - - - - - - - - - - - - - - 3,100 100 2,300 2,300 11,960 322 12,228 10,876 13,673 1,676 21,219 19,509 14,056 14,350 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 30.98 35.18 34.80 31.15 20.88 15.90 20.77 17.45 17.39 12.05 30.47 31.26 18.07 31.26 35.18 34.80 31.15 20.88 20.77 17.45 17.39 12.05 31.26 1. For valuation purposes all VPRs and equity rights are treated as if they will be equity settled. 2. Vesting date and exercise date are the same. Vesting is subject to satisfaction of vesting conditions. Full details of the vesting conditions for all prior year equity grants to KMP are included in the remuneration report for the relevant year. 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 equity instruments awarded. 3. Any RTSR-tested VPRs allocated prior to 2017 that do not vest as a result of the first test will be retested over a five year performance period. RTSR-tested VPRs allocated in 2017 and future years will not be retested. The second test date for earlier VPR allocations is one year after the listed in the table. 4. In accordance with the requirements of AASB 2 Share-based Payment, the fair value of variable pay 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. 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. The fair value of Equity Rights and Restricted Shares as at their date of grant has been determined by reference to the share price at acquisition. The fair value is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should these equity instruments vest. 6. Of the changes made to the 2016 EIP (discussed in 'Our response to your feedback'), the removal of the LTA retest was the only change that represented a modification to fair value under the plan as defined by AASB 2. The fair value of the awards allocated in February 2017 at the grant date based on the original terms was $12.05. At the modification date of 17 August 2016, the USD equivalent share price was $21.78. The fair value under the original terms was $13.01 and the fair value after the modification was $11.44. As the impact of the modification was an incremental decrease in fair value at modification date, the value of the VPRs for accounting purposes remains as the original grant date fair value in accordance with the AASB 2. 7. Mr Abbott did not meet the definition of KMP under AASB 124 for years prior to 2015. Previous years comparative figures are not shown. 8. Mr Matisons did not meet the definition of KMP under AASB 124 for years prior to 2015. Previous years comparative figures are not shown. 9. Mr Roder ceased being KMP on 29 April 2016 and ceased employment with Woodside on 31 October 2016. 10. Mr Tremaine’s Restricted Share and VPR awards for the 2016 service year represent those estimated to be allocated as at 31 December 2016. Mr Tremaine resigned on 13 February 2017 which has resulted in the subsequent forfeiture of all unvested Restricted Shares, VPRs and equity rights. 88 Woodside Petroleum Ltd | Annual Report 2016   Table 12 - Total remuneration paid to NEDs in 2016 and 2015 The following table provides a detailed breakdown of the components of remuneration for each of the company’s NEDs. Non-executive director Salaries, fees and allowances Company contributions to superannuation Cash salary and fees Pension super M Chaney M Cilento F Cooper C Haynes A Jamieson1 I Macfarlane2 D McEvoy A Pickard3 S Ryan G Tilbrook 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 1. Dr Jamieson ceased being a director with Woodside on 21 April 2016. 2. Mr Macfarlane was appointed as a director on 14 November 2016. 3. Ms Pickard was appointed as a director on 29 February 2016. $ 537,452 543,228 205,449 195,346 217,270 219,604 215,047 217,358 69,634 233,393 25,233 - 214,000 236,848 163,184 - 196,390 198,500 196,390 198,500 $ 51,058 51,607 19,518 18,558 20,641 20,862 - - - - 1,206 - 20,330 - 12,677 - 18,657 18,858 15,015 15,176 Total $ 588,510 594,835 224,967 213,904 237,911 240,466 215,047 217,358 69,634 233,393 26,439 - 234,330 236,848 175,861 - 215,047 217,358 211,405 213,676 Woodside Petroleum Ltd | Governance 89 GOVERNANCE   Remuneration Report (audited) cont. Table 13 - KMP share and equity holdings Details of shares held by KMP including their personally related entities1 for the 2016 financial year are as follows: Opening holding at 1 January 20162 Type of equity Rights allocated in 2016 Rights vested in 2016 Restricted shares granted Net changes - other NEDSP3 Closing holding at 31 December 20164 Non-executive Directors M Chaney M Cilento F Cooper C Haynes A Jamieson I Macfarlane D McEvoy A Pickard S Ryan G Tilbrook Executives P Coleman M Abbott R Edwardes S Gregory P Loader R Matisons D McLoughlin G Roder L Tremaine M Utsler Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares Equity Rights Shares 20,000 2,086 3,304 4,623 7,778 - 8,040 - 3,045 7,153 474,921 209,153 25,510 10,948 52,781 20,045 33,623 18,008 35,646 8,895 37,648 43,981 2,658 158 42,646 17,160 68,887 47,640 37,245 12,550 - 225 1,624 1,496 568 - - 940 1,413 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 153,833 - 9,425 - 19,379 - 10,367 - 14,849 - 10,688 - 7,068 - 17,407 - 16,583 - 19,509 - - - - - - - - - - - - - (1,550) 1,550 - - (3,100) 3,100 - - (1,550) 1,550 - - - - (3,100) 3,100 - - - - - - - - - - - - - - - - - - - - - - - - 47,905 (16,800) - 4,788 - 10,507 - 6,218 - 8,051 - 5,541 - 4,239 - 7,078 - 9,887 - 10,876 - - - - - (10,794) - - - (11,034) - - - - - - - - 20,000 2,311 4,928 6,119 8,346 - 8,040 940 4,458 7,153 628,754 240,258 33,385 17,286 72,160 30,552 40,890 16,532 50,495 16,946 46,786 40,038 9,726 4,397 60,053 24,238 82,370 60,627 56,754 23,426 1. Personally related entities include a KMP's spouse, dependents or entities over which they have direct control or significant influence. 2. Opening holding represents amounts carried forward in respect of KMP. 3. Related to participation in the Non-executive Directors' Share Plan (NEDSP). 4. Closing equity rights holdings represents unvested options and rights held at the end of the reporting period. There are no options and rights vested but unexercised as at 31 December 2016. 90 Woodside Petroleum Ltd | Annual Report 2016 Financial Statements OPERATIONAL EXCELLENCE | MANAGING RISK AND VOLATILITY | NEAR-TERM VALUE GROWTH Contents Financial statements 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 the financial statements About these statements A. Earnings for the year A.1 Segment revenue and expenses A.2 Finance costs A.3 Dividends paid and proposed A.4 Earnings per share A.5 Taxes B. Production and growth assets B.1 Segment production and growth assets B.2 Exploration and evaluation B.3 Oil and gas properties B.4 Impairment of oil and gas properties B.5 Significant production and growth asset acquisitions 93 94 95 96 97 98 99 100 102 102 102 102 104 105 106 107 108 109 C. Debt and capital C.1 Cash and cash equivalents C.2 Interest-bearing liabilities C.3 Financing facilities C.4 Contributed equity C.5 Other reserves D. Other assets and liabilities D.1 Receivables D.2 Inventories D.3 Payables D.4 Provisions D.5 Segment assets and liabilities E. Other items E.1 Contingent liabilities and assets E.2 Leases E.3 Employee benefits E.4 Related party transactions E.5 Auditor remuneration E.6 Events after the end of the reporting period E.7 Joint arrangements E.8 Parent entity information E.9 Subsidiaries E.10 Other accounting policies Directors’ declaration Independent audit report 110 111 111 111 112 112 113 114 114 114 115 115 116 117 117 117 119 119 119 119 120 121 123 125 126 Significant changes in the current reporting period The financial performance and position of the Group was particularly affected by the following events and transactions during the reporting period: • The sale of the Group’s interests in the Laminaria-Corallina joint operation in April 2016. The transaction resulted in an after tax gain on sale of US$2 million. • The purchase of 100% of the shares in ConocoPhillips Senegal B.V. on 28 October 2016, for a total purchase consideration of US$446 million. For more detail, refer to Note B.5. • The purchase of interests in BHP Billiton’s Scarborough area assets on 14 November 2016, for a total purchase consideration of US$252 million. For more detail, refer to Note B.5. 92 Woodside Petroleum Ltd | Annual Report 2016 I I F N A N C A L S T A T E M E N T S CONSOLIDATED INCOME STATEMENT for the year ended 31 December 2016 Operating revenue Cost of sales Gross profit Other income Other expenses Profit before tax and net finance costs Finance income Finance costs Profit before tax Petroleum Resource Rent Tax (PRRT) benefit/(expense) Income tax expense Profit after tax Profit attributable to: Equity holders of the parent Non-controlling interest Profit for the year Basic and diluted earnings per share attributable to equity holders of the parent (US cents) The accompanying notes form part of the financial statements. Notes A.1 A.1 A.1 A.1 A.2 A.5 A.5 E.9 A.4 2016 US$m 4,075 (2,234) 1,841 61 (514) 1,388 8 (56) 1,340 177 (544) 973 868 105 973 104.0 2015 US$m 5,030 (3,073) 1,957 31 (1,547) 441 4 (89) 356 (131) (112) 113 26 87 113 3.2 Woodside Petroleum Ltd | Financial Statements 93 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2016 Profit for the year Other comprehensive income Items that may be reclassified to profit or loss in subsequent periods: Gain on available-for-sale financial assets reclassified to profit or loss Exchange differences reclassified to profit or loss Loss on cash flow hedges Items that will not be reclassified to profit or loss in subsequent periods: Remeasurement (losses)/gains on defined benefit plan Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income attributable to: Equity holders of the parent Non-controlling interest Total comprehensive income for the year The accompanying notes form part of the financial statements. Notes C.5 2016 US$m 973 2015 US$m 113 - 17 (12) (2) 3 976 871 105 976 14 3 - 12 29 142 55 87 142 94 Woodside Petroleum Ltd | Annual Report 2016 I I F N A N C A L S T A T E M E N T S CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 December 2016 Notes 2016 US$m 2015 US$m Current assets Cash and cash equivalents Receivables Inventories Tax receivable Other assets Disposal group held for sale Total current assets Non-current assets Receivables Inventories Other financial assets Other assets Exploration and evaluation assets Oil and gas properties Other plant and equipment Deferred tax assets Total non-current assets Total assets Current liabilities Payables Interest-bearing liabilities Other financial liabilities Other liabilities Provisions Tax payable Liabilities associated with disposal group held for sale Total current liabilities Non-current liabilities Interest-bearing liabilities Deferred tax liabilities Other financial liabilities Other liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued and fully paid shares Shares reserved for employee share plans Other reserves Retained earnings Equity attributable to equity holders of the parent Non-controlling interest Total equity The accompanying notes form part of the financial statements. C.1 D.1 D.2 A.5 D.1 D.2 B.2 B.3 A.5 D.3 C.2 D.4 A.5 C.2 A.5 D.4 C.4 C.4 C.5 E.9 285 446 149 2 18 - 122 489 170 106 47 145 900 1,079 172 5 30 8 3,228 19,376 69 965 23,853 24,753 546 76 17 31 202 91 - 963 4,897 1,578 20 72 1,561 8,128 9,091 93 19 30 8 2,528 19,236 76 770 22,760 23,839 813 77 1 42 215 - 156 1,304 4,364 1,390 11 92 1,653 7,510 8,814 15,662 15,025 6,919 (30) 979 6,971 14,839 823 15,662 6,547 (27) 963 6,743 14,226 799 15,025 Woodside Petroleum Ltd | Financial Statements 95 CONSOLIDATED STATEMENT OF CASH FLOWS for the year ended 31 December 2016 Notes 2016 US$m 2015 US$m 973 113 Cash flows from operating activities Profit after tax for the period Adjustments for: Non-cash items Depreciation and amortisation Impairment of oil and gas properties Loss on disposal of exploration and evaluation assets Gain on disposal of oil and gas properties Loss on disposal of investment 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/(increase) in trade and other receivables Decrease in inventories Increase in provisions Increase in other assets and liabilities (Decrease)/increase in trade and other payables Cash generated from operations Purchases of shares and payments relating to employee share plans Interest received Dividends received Borrowing costs relating to operating activities Income tax paid PRRT received/(paid) Payments for restoration Payments for carbon tax Net cash from operating activities Cash flows used in investing activities Payments for capital and exploration expenditure Borrowing costs relating to investing activities Payments for disposal of oil and gas properties Payments for acquisition of joint arrangements net of cash acquired B.5 Net cash used in investing activities Cash flows from/(used in) financing activities Proceeds from borrowings Borrowing costs relating to financing activities Contributions to non-controlling interests Proceeds from underwriters of Dividend Reinvestment Plan (DRP) Dividends paid (net of DRP) Dividends paid outside of DRP Net cash from/(used in) financing activities Net increase/(decrease) in cash held Cash and cash equivalents at the beginning of the period Effects of exchange rate changes Cash and cash equivalents at the end of the period The accompanying notes form part of the financial statements. C.1 96 Woodside Petroleum Ltd | Annual Report 2016 1,346 - - (23) - 5 48 367 54 45 21 45 16 (7) (81) 2,809 (54) 8 7 - (172) 14 (25) - 1,539 1,083 2 (3) 14 1 85 243 131 (28) (28) 67 79 (30) 55 3,323 (45) 5 8 (20) (768) (10) (16) (2) 2,587 2,475 (1,608) (153) (14) (698) (2,473) 545 (18) (193) 277 (274) (286) 51 165 122 (2) 285 (1,819) (99) - (3,637) (5,555) 1,867 (33) (162) - - (1,730) (58) (3,138) 3,268 (8) 122 I I F N A N C A L S T A T E M E N T S g n i l l o r t n o c - n o N t s e r e t n i E.9 US$m 799 105 - 105 - - - - (81) 823 783 87 - 87 - - - y t i u q e l a t o T US$m 15,025 973 3 976 372 (54) - 64 (721) 15,662 16,659 113 29 142 (45) - 70 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2016 i d a p y l l u f d n a d e u s s I s e r a h s l s n a p e r a h s e e y o p m e l r o f d e v r e s e r s e r a h S s t fi e n e b e e y o p m E l e v r e s e r e v r e s e r n o i t a l s n a r t y c n e r r u c n g e r o F i e g d e h w o fl h s a C e v r e s e r e u a v l r i a f t n e m t s e v n I e v r e s e r i s g n n r a e d e n a t e R i e h t l f o s r e d o h y t i u q E t n e r a p C.4 US$m C.4 US$m C.5 US$m C.5 US$m C.5 US$m US$m US$m US$m 6,547 (27) 187 776 - - - 372 - - - - 6,919 6,547 - - - - - - - - - - - (54) 51 - - (30) (38) - - - (45) 56 - - 6,547 (27) - (2) (2) - - (51) 64 - 198 161 - 12 12 - (56) 70 - 187 - 17 17 - - - - - 793 773 - 3 3 - - - - 776 - - (12) (12) - - - - - (12) - - - - - - - - - - - - - - - - - - - 6,743 14,226 868 - 868 - - - - 868 3 871 372 (54) - 64 (640) 6,971 (640) 14,839 (14) 8,447 15,876 26 - 26 - - - 26 29 55 (45) - 70 - 14 14 - - - - - Notes At 1 January 2016 Profit for the year Other comprehensive income/(loss) Total comprehensive income/(loss) for the year Dividend Reinvestment Plan Employee share plan purchases Employee share plan redemptions Share-based payments Dividends paid At 31 December 2016 At 1 January 2015 Profit for the year Other comprehensive income Total comprehensive income for the year Employee share plan purchases Employee share plan redemptions Share-based payments Dividends paid At 31 December 2015 (1,730) (1,730) 6,743 14,226 (71) 799 (1,801) 15,025 The accompanying notes form part of the financial statements. Woodside Petroleum Ltd | Financial Statements 97 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2016 About these statements Woodside Petroleum Ltd (Woodside or the Group) is a for-profit entity limited by shares, incorporated and domiciled in Australia. Its shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group are described in the Directors’ Report and in the segment information in Note A.1. The financial statements were authorised for issue in accordance with a resolution of the directors on 22 February 2017. Statement of compliance The financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards (AASBs) and other authoritative pronouncements of the Australian Accounting Standards Board. The financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The accounting policies are consistent with those disclosed in the Financial Report 2015, except for the impact of all new or amended standards and interpretations. With the exception of AASB 2014-3, the adoption of these standards and interpretations did not result in any significant changes to the Group’s accounting policies. The change in policy has had no impact on the financial statements as there were no such acquisitions in the period. Currency The functional and presentation currency of Woodside Petroleum Ltd and all its subsidiaries is US dollars. 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. Rounding of amounts The amounts contained in these financial statements have been rounded to the nearest million dollars under the option available to the Group under Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016, unless otherwise stated. Basis of preparation The financial statements have been prepared on a historical cost basis, except for derivative financial instruments and certain other financial assets and financial liabilities, which have been measured at fair value or amortised cost adjusted for changes in fair value attributable to the risks that are being hedged in effective hedge relationships. The financial statements comprise the financial results of the Group and its subsidiaries as at 31 December each year (refer to Section E). 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 the Group ceases to have control. 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. The consolidated financial statements provide comparative information in respect of the previous period. A reclassification of items in the financial statements of the previous period have been made in accordance with the classification of items in the financial statements of the current period. 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. 98 Woodside Petroleum Ltd | Annual Report 2016 Key estimates 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 known 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 found in the following notes: Note A.5 Note B.2 Note B.3 Note B.4 Note D.4 Note E.7 Taxes Exploration and evaluation Oil and gas properties Page 103 Page 106 Page 107 Impairment of oil and gas properties Page 108 Provisions Joint arrangements Page 115 Page 120 Financial and capital risk management The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework, including review and the approval of the Group’s risk management strategy, policy and key risk parameters. The Board of Directors and the Audit & Risk Committee have oversight of the Group’s internal control system and risk management process, including the oversight of the internal audit function. The Group’s management of financial and capital risks is aimed at ensuring that available capital, funding and cash flows are sufficient to: • meet the Group’s 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. Refer to the risk section of the Operating and Financial Review on page 58 for more information on the Group’s objectives, policies and processes for managing financial risk. The below risks arise in the normal course of the Group’s business. Risk information can be found in the following sections: Section A Section A Section C Section C Section C Section D Commodity price risk Foreign exchange risk Capital risk Liquidity risk Interest rate risk Credit risk Page 99 Page 99 Page 110 Page 110 Page 110 Page 113 I N O T E S T O T H E F N A N C A L S T A T E M E N T S I NOTES TO THE FINANCIAL STATEMENTS A. EARNINGS FOR THE YEAR for the year ended 31 December 2016 In this section This section addresses financial performance of the Group for the reporting period including, where applicable, the accounting policies applied and the key estimates and judgements made. The section also includes the tax position of the Group for and at the end of the reporting period. A. A.1 A.2 A.3 A.4 A.5 Earnings for the year Segment revenue and expenses Page 100 Finance costs Dividends paid and proposed Earnings per share Taxes Page 102 Page 102 Page 102 Page 102 Key financial and capital risks in this section Commodity price risk management The Group’s revenue is exposed to commodity price fluctuations, in particular oil and gas prices are measured 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. As at the reporting date, the Group had no financial instruments with material exposure to commodity price risk. Foreign exchange risk management Foreign exchange risk arises from future commitments, financial assets and financial liabilities that are not denominated in US dollars. The majority of the operations’ revenue is denominated in US dollars. The Group is exposed to foreign currency risk arising from operating and capital expenditure incurred in currencies other than US dollars, particularly Australian dollars. Measuring the exposure to foreign exchange risk is achieved by regularly monitoring and performing sensitivity analysis on the Group’s financial position. A reasonably possible change in the exchange rate of the US dollar to the Australian dollar (+10%/-10%), with all other variables held constant, would not have a material impact on the Group’s equity or the profit or loss in the current period. Refer to Notes C.1, C.2, D.1 and D.3 for detail of the denomination of cash and cash equivalents, interest-bearing liabilities, receivables and payables held at 31 December 2016. In order to hedge the foreign exchange risk and interest rate risk (refer to Section C) of a Swiss Franc (CHF) denominated medium term note, Woodside entered into a cross-currency interest rate swap during the period. The aim of this hedge is to convert the fixed interest CHF bond into variable interest US dollar debt. Woodside Petroleum Ltd | Financial Statements 99 NOTES TO THE FINANCIAL STATEMENTS A. EARNINGS FOR THE YEAR for the year ended 31 December 2016 A.1 Segment revenue and expenses Operating segment information The Group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team in assessing performance and in determining the allocation of resources. Management monitors the operating results of the segments 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 and is measured in accordance with the Group’s accounting policies. Financing requirements, including cash and debt balances, finance income, finance costs and taxes are managed at a Group level. Geographical information Revenue from external customers1 2016 US$m 501 3,513 37 11 13 2015 US$m 532 4,207 77 - 214 Non-current assets2 2016 US$m 2015 US$m 21,048 20,763 64 - 1,285 491 32 - 1,171 24 Australia Asia USA Canada Other Consolidated 4,075 5,030 22,888 21,990 Operating segments outlined below are identified by management based on the nature and geographical location of the business or venture. 1. Revenue is attributable to geographic location based on the location of the customers. 2. Non-current assets exclude deferred tax of US$965 million (2015: US$770 million). Major customer information The Group has two major customers which account for 21% and 17% of the Group’s external revenue. The sales are generated by the Pluto and North West Shelf operating segments (2015: two customers; 18% and 16%). Producing North West Shelf Project – 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 LNG – Exploration, evaluation, development, production and sale of liquefied natural gas and condensate in assigned permit areas. Australia Oil – Exploration, evaluation, development, production and sale of crude oil in assigned permit areas (Enfield, Vincent, Stybarrow and Balnaves). Development Browse – Exploration, evaluation and development of liquefied natural gas and condensate in the Browse area. Wheatstone LNG – Exploration, evaluation and development of liquefied natural gas and condensate. Other Other segments – This segment comprises trading and shipping activities and activities undertaken in the United States, Canada, Senegal, Myanmar and other international locations. Unallocated items – Unallocated items comprise primarily corporate 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. Recognition and measurement 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. • Revenue from sale of produced hydrocarbons Revenue from the sale of produced hydrocarbons is recognised when the significant risks and rewards of ownership have passed to the customer, which is typically at the point that title passes. This policy is applied to the Group’s different operating arrangements. Revenue is recognised on the basis of the Group’s working interest in a producing field (the entitlement method). Revenue from take or pay contracts is recognised in earnings when the product has been drawn by the customer and recorded as unearned revenue when not drawn by the customer. • Other operating revenue Revenue earned from LNG processing, ship chartering and other services is recognised as the services are rendered. Trading revenue earned from sales of third party products is recognised when the risks and rewards of ownership of the products are transferred to the customer. Expenses • 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. • Depreciation and amortisation Refer to Note B.3 for details on depreciation and amortisation. • Impairment Refer to Note B.4 for details on impairment. • Leases Refer to Note E.2 for details on leases. • Employee benefits Refer to Note E.3 for details on employee benefits. 100 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS A. EARNINGS FOR THE YEAR for the year ended 31 December 2016 A.1 Segment revenue and expenses (cont.) Producing Development Other Pluto Australia Oil Browse Wheatstone Other segments Unallocated items Consolidated 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m Liquefied natural gas Pipeline natural gas Condensate Oil Liquefied petroleum gas Revenue from sale of produced hydrocarbons Processing and services revenue Trading revenue Other revenue Operating revenue Production costs Royalties and excise Carbon costs Insurance Inventory movement Onerous lease provision Costs of production Land and buildings Transferred exploration and evaluation North West Shelf 2016 US$m 2015 US$m 801 1,028 2015 US$m 2016 US$m 1,950 2,067 295 - - 291 134 130 292 279 44 34 140 34 - - - - 258 510 - - - - - - - - 1,450 1,788 2,084 2,197 258 510 - - - - - - 202 180 - - 202 180 - - - - - - 1,450 1,788 2,286 2,377 258 510 (196) (186) (145) (206) (118) (237) (179) (215) - (6) 6 (2) (7) (15) - - (11) (16) - 4 (12) (31) - - - - (3) (6) (3) (23) - - - - - (128) (375) (425) (172) (245) (127) (391) (7) (7) (46) (71) - - (5) (6) (49) (36) (1) (4) Plant and equipment (261) (315) (820) (746) (103) (303) Marine vessels and carriers (7) (7) - - - - Oil and gas properties depreciation and amortisation (280) (335) (915) (853) (104) (307) Shipping and direct sales costs (34) (39) (93) (100) - - - - (34) (39) (93) (100) - - - (2) - (2) (689) (799) (1,180) (1,198) (231) (700) Trading costs Other cost of sales Cost of sales Trading intersegment adjustments - - (65) (42) - - Gross profit/(loss) 761 989 1,041 1,137 27 (190) Other income Exploration and evaluation expenditure Amortisation Write-offs Exploration and evaluation General, administrative and other costs Impairment of oil and gas properties Depreciation of other plant and equipment Other1 Other costs Other expenses Profit/(loss) before tax and net finance costs 10 13 4 10 41 13 (4) (3) (3) (1) - - - - - - - - (4) (3) (3) (1) (1) - - (1) (5) - (33) (38) (9) - 29 (18) (11) 5 - (200) (1) 4 (1) (6) (8) (202) (12) (205) - - - (32) (32) (35) 9 - - 1 - - - - 11 (27) 10 9 (9) (10) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 - - - 11 - 70 70 81 (11) - - - - - (11) - - - - - - - 1 - - - 1 - 354 354 355 - - - - - - - - - - - - - - - - - - - - 2,751 3,095 303 413 302 34 296 421 650 34 3,803 4,496 202 70 272 180 354 534 4,075 5,030 (1) (2) (9) (472) (639) - - (1) - - (2) - - - - - 2 - - 2 - - - - - - - - (14) - - (5) - - (179) (215) - (18) (16) - 2 (28) (69) (128) (14) (685) (1,077) - - - - - (53) (78) (55) (46) (1,184) (1,364) (7) (7) (1,299) (1,495) (9) - (141) (109) (9) (250) (148) (353) (501) (23) (2,234) (3,073) (109) (353) - (109) (351) (120) (353) (14) (14) - - - - - - - - - - - - - - - - - - - - - - - - - - - - 65 26 42 - - - - 44 (14) (23) 1,841 1,957 - - 3 6 (8) 61 31 - - - - - (208) (240) (26) (54) (22) (98) (288) (360) - - - - - - - - (216) (249) (26) (54) (22) (131) (296) (402) (23) (14) (90) (57) (133) (28) - (865) - - - - - (1,083) - - - - (1) (5) - - (19) (31) (865) (29) (14) (140) (865) (317) (374) (140) (21) (7) (85) (85) (21) (64) (22) (12) (218) (1,145) (514) (1,547) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 759 797 1,010 1,156 58 (204) - - (865) (291) (327) (148) (116) 1,388 441 1. Other comprises foreign exchange gains and losses, losses on disposals of investments, restructuring costs as well as other expenses not associated with the ongoing operations of the business. Woodside Petroleum Ltd | Financial Statements 101 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS A. EARNINGS FOR THE YEAR for the year ended 31 December 2016 A.2 Finance costs A.5 Taxes Interest on interest-bearing liabilities Accretion charge Other finance costs Less: Interest capitalised A.3 Dividends paid and proposed (a) Dividends paid during the financial year Prior year fully franked final dividend US$0.43, paid on 8 April 2016 (2015: US$1.44, paid on 25 March 2015) Current year fully franked interim dividend US$0.34, paid on 30 September 2016 (2015: US$0.66, paid on 23 September 2015) 2016 US$m 2015 US$m 163 40 16 (163) 56 132 46 21 (110) 89 2016 US$m 2015 US$m 354 1,186 286 640 544 1,730 (b) Dividend declared subsequent to the reporting period end (not recorded as a liability) Final dividend US$0.49 (2015: US$0.43) 413 354 (c) Other information Franking credits available for the subsequent periods Current year dividends per share (US cents) 1,887 83 2,808 109 A.4 Earnings per share (a) Tax expense comprises PRRT Current tax benefit Deferred tax (benefit)/expense PRRT (benefit)/expense Income tax Current year Current tax expense Deferred tax expense/(benefit) Adjustment to prior years Current tax benefit Deferred tax expense Income tax expense Tax expense (b) Reconciliation of income tax expense Profit before tax PRRT benefit/(expense) Profit before income tax Income tax expense calculated at 30% Non-deductible items Foreign expenditure not brought to account Adjustment to prior years Foreign exchange impact on tax expense Income tax expense (c) Reconciliation of PRRT expense/(benefit) Profit before tax Non-PRRT assessable profits 2016 2015 PRRT projects (loss)/profit before tax Profit attributable to equity holders of the parent (US$m) 868 26 Weighted average number of shares on issue 835,011,896 822,943,960 Basic and diluted earnings per share (US cents) 104.0 3.2 Earnings per share is calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares on issue during the year. The weighted average number of shares makes allowance for shares reserved for employee share plans. Performance rights of 9,384,302 (2015: 9,305,660) are considered to be contingently issuable and have not been allowed for in the diluted earnings per share calculation. There have been no transactions involving ordinary shares between the reporting date and the date of completion of these financial statements. PRRT (benefit)/expense calculated at 40% Augmentation Derecognition of quarantined exploration expenditure Other PRRT (benefit)/expense (d) Deferred tax income statement reconciliation PRRT Production and growth assets Provisions Augmentation for current year Derecognition of quarantined exploration expenditure Laminaria-Corallina PRRT impact Other PRRT deferred tax (benefit)/expense Income tax Oil and gas properties Provisions PRRT liabilities Exploration and evaluation assets Unused tax losses and tax credits Other Income tax deferred tax expense/(benefit) Deferred tax expense 2016 US$m 2015 US$m (5) (172) (177) 368 176 (10) 10 544 367 1,340 177 1,517 456 15 84 (2) (9) 544 1,340 (1,452) (112) (45) (170) - 38 (177) (36) 13 (170) - 21 - (172) 200 36 56 (49) (119) 62 186 14 (29) 160 131 283 (168) (23) 20 112 243 356 (131) 225 67 15 82 (2) (50) 112 356 (341) 15 6 (226) 363 (12) 131 (56) 67 (226) 363 - 12 160 (183) 61 (42) 46 - (30) (148) 12 102 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS A. EARNINGS FOR THE YEAR for the year ended 31 December 2016 2016 US$m 2015 US$m Current taxes 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. A.5 Taxes (cont.) (e) Deferred tax balance sheet reconciliation Deferred tax assets PRRT Production and growth assets Augmentation for current year Provisions Other Deferred tax liabilities PRRT Production and growth assets Provisions Other Income tax Oil and gas properties Provisions Exploration and evaluation assets PRRT liabilities Unused tax losses and tax credits Other1 (f) Tax (payable)/receivable reconciliation PRRT receivable Income tax (payable)/receivable (g) Effective income tax rate: Australian and global operations Effective income tax rate2 Australia3 Global (h) Current year income tax payable reconciliation Profit before income tax Income tax at the statutory tax rate of 30% Non-temporary differences4 Temporary differences: deferred tax Current year income tax payable 626 170 187 (18) 965 436 (135) 12 1,438 (524) 299 197 (119) (26) 365 226 197 (18) 770 437 (138) 12 1,238 (560) 348 141 - (88) 1,578 1,390 2 (91) (89) 10 96 106 30.5% 35.9% 31.5% 49.8% 1,517 456 99 (176) 379 225 67 97 168 332 1. US$0.2 million (2015: US$3 million) movement recognised in other comprehensive income. 2. Effective income tax rate = Income tax expense / Profit before income tax. 3. Excludes foreign exchange impact on tax expense. 4. Primarily expenditure in respect of foreign activities and operations. Tax transparency code Woodside has adopted the Board of Taxation’s voluntary Tax Transparency Code (TTC). The TTC requires additional tax disclosures in two parts. The Part A disclosure requirements are addressed in the tables in this note. Part B disclosure requirements will be addressed in the Sustainable Development Report 2016. Recognition and measurement Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. 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. The tax rates and laws used to determine the amount are based on those that have been enacted or substantially enacted by the end of the reporting period. Income taxes relating to items recognised directly in equity are recognised in equity. Deferred taxes Deferred tax expense is the movements in the temporary differences between the carrying amount of an asset or liability in the statement of financial position and its tax base. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for deductible temporary differences, unused tax losses and tax credits only if it is probable that sufficient future taxable income will be available to utilise those temporary differences and losses. Deferred tax is 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 accounting profit nor the taxable profit. In relation to PRRT, the impact of future augmentation on expenditure is included in the determination of future taxable profits when assessing the extent to which a deferred tax asset can be recognised in the statement of financial position. Offsetting deferred tax balances Deferred tax assets and liabilities are offset only if there is a legally enforceable right to offset current tax assets and liabilities and when they relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities that the Group intends to settle its current tax assets and liabilities on a net basis. Refer to Notes E.9 and E.10 for detail on the tax consolidated group. Key estimates and judgements (a) Income tax classification Judgement is required when determining whether a particular tax is an income tax or another type of tax. Accounting for deferred tax is applied to income taxes as described above, but is not applied to other types of taxes, e.g. North West Shelf royalties and excise. Such taxes are recognised in the income statement on an appropriate basis. PRRT is considered, for accounting purposes, to be an income tax. (b) Deferred tax asset recognition Australian tax losses: A deferred tax asset of US$119 million has been recognised from carry forward unused tax losses of US$108 million (2015: nil) and carry forward unused tax credits of US$11 million (2015: nil). The Group has determined that it is probable that sufficient future taxable income will be available to utilise those losses and credits. Foreign tax losses: Deferred tax assets of US$407 million (2015: US$334 million) relating to unused foreign tax losses that are available for offset against future taxable profits are not recognised. The Group has determined it is not probable that the assets will be utilised based on current planned activities in those regions. PRRT: Deferred tax assets of US$4,622 million (2015: US$3,894 million) on the deductible temporary differences have not been recognised on the basis that deductions from future augmentation of the deductible temporary difference will be sufficient to offset future taxable profit. US$3,592 million (2015: US$3,028 million) relates to the transition of the North West Shelf Project, US$425 million (2015: US$363 million) relates to the quarantined exploration spend of the Pluto Project and US$605 million (2015: US$503 million) relates to the general expenditure of the Wheatstone Project. Future taxable profits were determined using the same assumptions disclosed in Note B.4 and a long-term bond rate of 2.2% (2015: 2.7%) for the purposes of augmentation. Had an alternative approach been used to assess recovery of the deferred tax assets, whereby future augmentation was not included in the assessment, the estimated deferred tax assets would be recognised, with a corresponding benefit to income tax expense. It was determined that the approach adopted provides the most meaningful information on the implications of the PRRT regime, whilst ensuring compliance with AASB 112 Income Taxes. Woodside Petroleum Ltd | Financial Statements 103 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS B. PRODUCTION AND GROWTH ASSETS for the year ended 31 December 2016 In this section This section addresses the strategic growth (exploration and evaluation) and core producing (oil and gas properties) assets’ position of the Group at the end of the reporting period including, where applicable, the accounting policies applied and the key estimates and judgements made. The section also includes the impairment position of the Group at the end of the reporting period. B. B.1 B.2 B.3 B.4 B.5 Production and growth assets Segment production and growth assets Exploration and evaluation Oil and gas properties Impairment of oil and gas properties Page 105 Page 106 Page 107 Page 108 Significant production and growth asset acquisitions Page 109 104 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS B. PRODUCTION AND GROWTH ASSETS for the year ended 31 December 2016 B.1 Segment production and growth assets Producing Development Other North West Shelf Pluto Australia Oil Browse Wheatstone Other segments Unallocated items Consolidated 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m 2016 US$m 2015 US$m - - - - - - - - Balance as at 31 December Oceania Asia Africa The Americas Europe 29 26 396 402 8 192 397 373 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total exploration and evaluation 29 26 396 402 8 192 397 373 - - - - - 562 308 61 486 30 19 1,286 1,173 3 4 - 2,398 1,534 Balance as at 31 December Land and buildings Transferred exploration and evaluation Plant and equipment Marine vessels and carriers Projects in development 28 54 35 40 460 368 539 417 - 3 - 8 2,499 2,532 10,932 11,589 276 359 122 283 129 339 - - - 60 142 - 12 379 293 572 - - - - - - - - - - - - 271 284 - - 1 - 3 - - 3,727 2,811 (4) - 3,998 3,095 - 1 - 3 - (4) - Total oil and gas properties 2,986 3,075 11,820 12,687 Additions to exploration and evaluation Exploration Evaluation Restoration - 1 - 1 - 10 - 10 - - (6) (6) 32 (1) - 31 - 15 - 15 33 - - 19 - 52 30 (6) 24 131 (5) 126 - - - - - - - - 94 122 862 1,072 (13) 75 943 1,269 Additions to oil and gas properties Oil and gas properties additions 239 151 111 234 95 154 Capitalised borrowing costs additions1 Restoration 5 (52) 192 9 - (144) 16 (35) 76 5 (16) 223 1 - 3 99 (7) 147 - - - - - - - - 755 3,755 157 (13) 96 109 899 3,960 - - - - - - - - 1. Borrowing costs capitalised were at a weighted average interest rate of 3.5% (2015: 3.9%). Refer to Note A.1 for descriptions of the Group’s segments. - - - - - - - - - - - - - - - - - - - - 1 1,392 1,302 - - - - 61 486 30 19 1,286 1,173 3 4 1 3,228 2,528 - - 489 425 575 465 - 13,981 14,767 - 122 129 - 4,359 3,300 - 19,376 19,236 - 94 187 (25) 908 1,206 - (25) 70 (25) 977 1,463 - - - - 1,200 4,294 163 (97) 110 (58) 1,266 4,346 Woodside Petroleum Ltd | Financial Statements 105 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS B. PRODUCTION AND GROWTH ASSETS for the year ended 31 December 2016 B.2 Exploration and evaluation Year ended 31 December 2016 Carrying amount at 1 January 2016 Additions Amortisation of licence acquisition costs Expensed Transferred exploration and evaluation Carrying amount at 31 December 2016 Year ended 31 December 2015 Carrying amount at 1 January 2015 Additions Amortisation of licence acquisition costs Expensed Transferred exploration and evaluation Carrying amount at 31 December 2015 Exploration commitments Year ended 31 December 2016 Year ended 31 December 2015 Oceania US$m Asia US$m Africa US$m The Americas US$m Europe US$m Total US$m 1,302 325 - (38) (197) 1,392 1,231 221 - (100) (50) 1,302 43 142 30 35 (4) - - 61 10 42 (6) (16) - 30 81 130 19 478 (11) - - 486 13 20 (2) (12) - 19 183 25 1,173 139 (10) (16) - 1,286 4 1,179 (10) - - 1,173 30 124 4 - (1) - - 3 10 1 (4) (3) - 4 13 53 2,528 977 (26) (54) (197) 3,228 1,268 1,463 (22) (131) (50) 2,528 350 474 Recognition and measurement 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 commitments The Group has exploration expenditure obligations which are contracted for, but not provided for in the financial statements. These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Group. Areas of interest are based on a geographical area. All exploration and evaluation expenditure, including general permit activity, geological and geophysical costs and new venture activity costs, is expensed as incurred except for the following: • where the expenditure relates to an exploration discovery that, at the reporting date, has not been recognised as an area of interest, because an assessment of the existence or otherwise of economically recoverable reserves is not yet complete; or • where the expenditure relates to a recognised area of interest 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 acquiring interests in new evaluation and exploration licences are capitalised. 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. Subsequent to the recognition of an area of interest, all further evaluation costs relating to that area of interest are capitalised. 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. In the statement of cash flows, those cash flows associated with capitalised exploration and evaluation expenditure, including unsuccessful wells, are classified as cash flows used in investing activities. Key estimates and judgements (a) Area of interest An area of interest (AOI) is defined by the Group as an individual geographical area whereby the presence of hydrocarbons is considered favourable or proved to exist. The Group has established criteria to recognise and maintain an AOI. There is separate guidance for conventional and unconventional AOIs. (b) Impairment of exploration and evaluation assets 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 AOI. Each potential or recognised AOI 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 continued carry forward of capitalised costs. Where a potential impairment is indicated, assessment is performed using a fair value less costs to dispose method to determine the recoverable amount for each AOI to which the exploration and evaluation expenditure is attributed. This assessment requires management to make certain estimates and apply judgement in determining 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. 106 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS B. PRODUCTION AND GROWTH ASSETS for the year ended 31 December 2016 B.3 Oil and gas properties Year ended 31 December 2016 Carrying amount at 1 January 2016 Additions Disposals at written down value Depreciation and amortisation Completions and transfers Carrying amount at 31 December 2016 At 31 December 2016 Historical cost Accumulated depreciation and impairment Net carrying amount Year ended 31 December 2015 Carrying amount at 1 January 2015 Additions Disposals at written down value Depreciation and amortisation Impairment loss Completions and transfers Carrying amount at 31 December 2015 At 31 December 2015 Historical cost Accumulated depreciation and impairment Net carrying amount Land and buildings US$m Transferred exploration and evaluation US$m Plant and equipment US$m Marine vessels and carriers US$m Projects in development US$m 575 - - (86) - 489 1,092 (603) 489 652 - - (78) - 1 575 1,092 (517) 575 465 - - (55) 15 425 823 (398) 425 413 - (3) (46) - 101 465 872 (407) 465 14,767 (90) (3) (1,192) 499 13,981 24,566 (10,585) 13,981 15,568 (119) (4) (1,364) (218) 904 14,767 24,181 (9,414) 14,767 129 - - (7) - 122 401 (279) 122 135 - - (7) - 1 129 401 (272) 129 3,300 1,364 - - (305) 4,359 5,282 (923) 4,359 766 4,465 - - (865) (1,066) 3,300 4,223 (923) 3,300 Total US$m 19,236 1,274 (3) (1,340) 209 19,376 32,164 (12,788) 19,376 17,534 4,346 (7) (1,495) (1,083) (59) 19,236 30,769 (11,533) 19,236 Recognition and measurement Oil and gas properties are stated at cost less accumulated depreciation and impairment charges. Oil and gas properties include initial cost to acquire, construct, install or complete production and infrastructure facilities such as pipelines and platforms, capitalised borrowing costs, transferred exploration and evaluation assets, development wells and the estimated 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. 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. Transferred evaluation and exploration and offshore plant and equipment are depreciated using the unit of production basis over proved reserves or proved plus probable reserves. Onshore plant and equipment is depreciated using a straight-line basis over the lesser of useful life and the life of proved plus probable reserves. On a straight-line basis the assets have an estimated useful life of 5-50 years. All other items of oil and gas properties are depreciated using the straight- line method over their useful life. They are depreciated as follows: • Buildings – 24-40 years; • Marine vessels and carriers – 10-40 years; • Other plant and equipment – 5-15 years; and • Land is not depreciated. Impairment Refer to Note B.4 for details on impairment. Capital commitments The Group has capital expenditure commitments contracted for, but not provided for in the financial statements of US$553 million (2015: US$520 million). Key estimates and judgements Reserves and resources The estimations of reserves require significant management judgement and 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. Estimates of oil and natural gas reserves are used to calculate depreciation, depletion and amortisation charges for the Group’s oil and gas properties. Judgement is used in determining the reserve base applied to each asset. Typically, late life oil assets use proved reserves. Estimates are reviewed at least annually or when there are changes in the economic circumstances impacting specific assets or asset groups. These changes may impact depreciation, asset carrying values, restoration provisions and deferred tax balances. If proved reserves estimates are revised downwards, earnings could be affected by higher depreciation expense or an immediate write-down of the asset’s carrying value. For more information regarding reserve assumptions, refer to the reserves and resources statement at page 60 of the Annual Report. Woodside Petroleum Ltd | Financial Statements 107 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS B. PRODUCTION AND GROWTH ASSETS for the year ended 31 December 2016 B.4 Impairment of oil and gas properties Recognition and measurement Impairment testing The carrying amounts of oil and gas properties are assessed half-yearly to determine whether there is an indication of impairment. Indicators of impairment include changes in future selling prices, future costs and reserves. When assessing potential indicators of impairment a range of possible future commodity prices is considered. If any such indication exists, the asset’s recoverable amount is estimated. Oil and gas properties are assessed for impairment on a cash generating unit (CGU) basis. CGUs are determined on a field by field basis, except for Pluto and Wheatstone which are single CGUs respectively, and North West Shelf, which is split into an oil CGU and a gas CGU. Impairment calculations The recoverable amount of an asset or CGU 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 it to its present value using an appropriate discount rate. If the carrying amount of an asset or CGU exceeds its recoverable amount, the asset or CGU is written down and an impairment loss is recognised in the income statement. Impairment reversals The carrying amount of oil and gas properties which have previously been impaired are assessed half-yearly to determine if there is an indication of impairment reversal. Such indications include material increases in future selling prices or beneficial changes in future costs and reserves. When assessing potential indicators of reversal a range of possible future commodity prices is considered. If such an indication exists, the asset’s recoverable amount is estimated. If the recoverable amount exceeds the carrying amount, the impairment loss is reversed. The carrying amount of the asset or CGU 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. Inputs to impairment calculation Future cash flow information used for the value in use calculation is based on the Group’s latest budget, five-year plan and project economic plans. Key estimates are disclosed in the ‘Key estimates and judgements’ section. Recognised impairment and impairment reversal The Group assessed each CGU to determine whether an indicator of impairment or impairment reversal existed. All impairment losses and reversals are recognised in other expenses. Refer to Note A.1. Australia oil Enfield Laminaria-Corallina Vincent Balnaves NWS oil Wheatstone Impairment charge/ (reversal) Recoverable amount 2015 US$m 2015 US$m 18 (95) 85 10 200 865 1,083 8 109 220 - 224 3,094 3,655 No impairments or impairment reversals were recognised in 2016. All impairment losses are recognised against plant and equipment, with the exception of Wheatstone which is recognised against projects in development. Key estimates and judgements Recoverable amount calculation key assumptions 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. These estimates require significant management judgement and 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. In 2015, Laminaria- Corallina was assessed using the fair value less costs to dispose method, all other assets were assessed in 2015 and 2016 using the value in use method. The basis for the estimates used for value in use assessments are set out below: • Inflation rate – an inflation rate of 2.0% has been applied (2015: 2.0%). • Foreign exchange rates – based on the forward exchange rates at the date of assessment for three years, reverting to management’s assumptions, including $0.76 AUD:USD (2015: $0.75) after five years. • Discount rate – a range of pre-tax discount rates have been applied between 9% and 11% (2015: 9% and 13%). • LNG price – based on the terms set out in the relevant contracts between the Group and its customers. The majority of LNG sales contracts are linked to an oil price marker, accordingly the LNG prices used are consistent with oil price assumptions. • Natural gas price – based on the terms set out in the relevant contracts between the Group and its customers. • Oil price – oil prices were derived from forward price curves and long-term views of global supply and demand, building upon past experience of the industry and consistent with external sources. Prices are adjusted based on premiums and discounts applied to the oil price marker based on the nature and quality of the product produced at the field. The unadjusted oil prices (US$/bbl) used were: 2017 2018 2019 2020 2021 2022 2016 2015 58.35 58.36 57.87 70.68 77.57 84.46 47.58 51.90 65.68 74.24 82.81 84.46 Prices from 2022 onwards are escalated at 2%. 108 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS B. PRODUCTION AND GROWTH ASSETS for the year ended 31 December 2016 B.5 Significant production and growth asset acquisitions (a) Senegal On 28 October 2016, Woodside completed the acquisition of 100% of the shares in ConocoPhillips Senegal B.V. for a purchase price of US$350 million plus a closing adjustment of US$92 million. The closing adjustment represents reimbursement of ConocoPhillips’ share of net expenditure in the Senegal Joint Arrangement between the effective date, 1 January 2016, and closing. In addition to the purchase cash consideration, transaction costs of US$4 million have been capitalised relating to the acquisition. Under the terms of the Purchase and Sale Agreement, Woodside has acquired a 35% interest in a Joint Operation containing three offshore exploration blocks, which include the SNE and FAN deep water oil discoveries in Senegal. (b) Scarborough On 14 November 2016, Woodside completed the acquisition of half of BHP Billiton’s Scarborough area assets in the Carnarvon Basin for an aggregate purchase price of US$250 million plus a closing adjustment of US$1 million. Transaction costs of US$1 million have been capitalised in relation to the acquisition. In addition, a US$150 million payment is contingent on a positive final investment decision to develop the Scarborough field. Under the terms of the Sale and Purchase Agreement, Woodside has acquired the following interests in Joint Operations: • a 25% interest in WA-1-R and a 50% interest in WA-62-R, which together contain the Scarborough gas field; • a 50% interest in WA-61-R which contains the Jupiter gas field; and • a 50% interest in WA-63-R which contains the Thebe gas field. The acquisition of the interests in the Scarborough assets and Senegal interests have been accounted for as asset acquisitions. The interests acquired have been classified as Joint Operations. The consolidated financial statements include the results of the Joint Operations for periods from the acquisition dates of Senegal (28 October 2016) and Scarborough (14 November 2016). Assets acquired and liabilities assumed The identifiable assets and liabilities acquired as at the date of the acquisition inclusive of transaction costs were: Exploration and evaluation assets Net other assets and liabilities acquired Total identifiable net assets at acquisition Cash flows on acquisition Purchase cash consideration Transaction costs Total purchase consideration Net cash outflows on acquisition Senegal US$m Scarborough US$m 447 (1) 446 252 - 252 Senegal US$m Scarborough US$m 442 4 446 446 251 1 252 252 Woodside Petroleum Ltd | Financial Statements 109 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS C. DEBT AND CAPITAL for the year ended 31 December 2016 In this section This section addresses cash, debt and capital position of the Group at the end of the reporting period including, where applicable, the accounting policies applied and the key estimates and judgements made. C. C.1 C.2 C.3 C.4 C.5 Debt and capital Cash and cash equivalents Interest-bearing liabilities Financing facilities Contributed equity Other reserves Page 111 Page 111 Page 111 Page 112 Page 112 Key financial and capital risks in this section Capital risk management 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. A stable capital base is maintained 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. The Dividend Reinvestment Plan (DRP) was approved by shareholders at the Annual General Meeting in 2003 for activation as required to fund future growth. The DRP was reactivated and fully underwritten for the 2015 final dividend. A range of financial metrics is monitored, including gearing and cash flow leverage, and Treasury policy breaches and exceptions. Liquidity risk management 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. The Group’s liquidity position is continually reviewed including cash flow forecasts to determine the forecast liquidity position and maintain appropriate liquidity levels. At 31 December 2016, the Group has a total of US$2,679 million (2015: US$1,722 million) available undrawn facilities and cash at its disposal. The maturity profile of interest-bearing liabilities is disclosed in Note C.2, and trade and other payables are disclosed in Note D.3. Financing facilities available to the Group are disclosed in Note C.3. Interest rate risk management 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 manages 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. During the period, Woodside entered into a cross-currency interest rate swap to hedge the foreign exchange risk (refer to section A) and interest rate risk of a CHF denominated medium term note. At the reporting date, the Group was exposed to various benchmark interest rates that were not designated in cash flow hedges, US$285 million (2015: US$122 million) on cash and cash equivalents, US$1,533 million (2015: US$2,166 million) on interest-bearing liabilities (excluding transaction costs) and US$3 million (2015: nil) on cross currency interest rate swaps. A reasonably possible change in the USD London Interbank Offered Rate (LIBOR) (+1.0%/-1.0%), with all variables held constant, would not have a material impact on the Group’s equity or the income statement in the current period. 110 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS C. DEBT AND CAPITAL for the year ended 31 December 2016 C.1 Cash and cash equivalents Unused facilities As at the reporting date, the Group had the following facilities that were undrawn at balance date: 2016 US$m 2015 US$m Cash and cash equivalents Cash at bank Total cash and cash equivalents 285 285 122 122 Debt facilities 2016 US$m 2,394 2015 US$m 1,600 Recognition and measurement 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. Maturity profile of interest-bearing liabilities The table below presents the undiscounted cash flows associated with the Group’s interest-bearing liabilities, representing principal and interest. The figures will not necessarily reconcile with the amounts disclosed in the consolidated statement of financial position. Foreign exchange risk The Group held US$23 million of cash and cash equivalents at 31 December 2016 (2015: US$58 million) in currencies other than US dollars. Due for payment in: 1 year or less 1-2 years 2-3 years 3-4 years 4-5 years 2016 US$m 2015 US$m More than 5 years Amounts exclude transaction costs. 2016 US$m 2015 US$m 264 962 1,078 197 880 2,631 6,012 236 237 1,127 1,387 155 2,137 5,279 C.2 Interest-bearing liabilities (a) Interest-bearing liabilities (current) Debt facilities (b) Interest-bearing liabilities (non-current) Medium term notes Bonds Debt facilities 76 76 77 77 366 3,087 1,444 4,897 - 2,289 2,075 4,364 Recognition and measurement All borrowings are initially recognised at fair value less transaction costs. Borrowings are subsequently carried at amortised cost. 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. The CHF denominated medium term note designated as a hedged item is measured at amortised cost adjusted to record changes in the fair value of risks that are being hedged in fair value hedges. The changes in the fair value risks of the hedged item resulted in a gain of US$12 million being recorded, offset by a loss of US$15 million recorded on the hedging instrument. All bonds and 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 period. Foreign exchange risk All interest-bearing liabilities are denominated in US dollars, excluding the CHF175 million medium term note. Fair value The carrying amount of interest-bearing liabilities approximates their fair value, with the exception of the Group’s four unsecured bonds (2015: three unsecured bonds) which have a carrying amount of US$3,087 million (2015: US$2,289 million) and a fair value of US$3,151 million (2015: US$2,310 million). The fair value of the bonds and notes was determined using quoted prices in an active market, classified as Level 1 on the fair value hierarchy. The Group’s repayment obligations remain unchanged. C.3 Financing facilities Details of loan facilities at the reporting date are as follows: Medium Term Notes On 28 August 2015, the Group established a US$3,000 million Global Medium Term Notes Programme on the Singapore Stock Exchange. Two notes have been issued under this program as set out below: • • the 2022 US$200 million medium term note has a floating three month USD LIBOR rate and matures on 15 July 2022; and the 2023 CHF175 million medium term note has a fixed rate coupon of 1.00% p.a. and matures on 11 December 2023. The unutilised program is not considered to be an unused facility. Bonds The Group has four 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; the 2021 US$700 million bond has a fixed rate coupon of 4.60% p.a. and matures on 10 May 2021; the 2025 US$1,000 million bond has a fixed rate coupon of 3.65% p.a. and matures on 5 March 2025; and the 2026 US$800 million bond has a fixed rate coupon of 3.70% p.a. and matures on 15 September 2026. Interest on the bonds is payable semi-annually in arrears. Woodside Petroleum Ltd | Financial Statements 111 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS C. DEBT AND CAPITAL for the year ended 31 December 2016 C.3 Financing facilities (cont.) (b) Shares reserved for employee share plans Year ended 31 December 2016 Opening balance Purchases during the year Vested during the year Amounts at 31 December 2016 Year ended 31 December 2015 Opening balance Purchases during the year Vested during the year Amounts at 31 December 2015 Number of shares US$m 985,802 2,515,145 (2,349,772) 1,151,175 937,442 1,880,385 (1,832,025) 985,802 (27) (54) 51 (30) (38) (45) 56 (27) Recognition and measurement 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. C.5 Other reserves Other reserves Employee benefits reserve Foreign currency translation reserve Cash flow hedge reserve 2016 US$m 2015 US$m 198 793 (12) 979 187 776 - 963 Reserve Employee benefits reserve Foreign currency translation reserve Nature and purpose Used to record share-based payments associated with the employee share plans and remeasurement adjustments relating to the defined benefit plan. 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. Used to record gains and losses on hedges designated as cash flow hedges. Gains and losses accumulated in the cash flow hedge reserve are taken to the income statement in the same period during which the hedged expected cash flows affect the income statement. Bi-lateral loan facilities The Group has 17 bi-lateral loan facilities totalling US$2,144 million (2015: US$2,100 million). Details of bi-lateral loan facilities at the reporting date are as follows: Number of facilities 8 2 7 Term (years) Currency 5 4 3 USD USD USD Extension option Evergreen Evergreen Evergreen Interest rates are based on USD LIBOR and margins 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. 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 UFJ, 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 USD 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. Syndicated facility On 3 July 2015, the Group executed an unsecured US$1,000 million syndicated loan facility. The syndicated loan facility comprises two tranches with tenors of three and five years at interest rates of USD LIBOR plus 0.9% and USD LIBOR plus 1.15%, respectively. Interest is paid at the end of the drawdown period. On 22 March 2016, the company exercised an option to increase the US$1,000 million syndicated facility to US$1,200 million. C.4 Contributed equity (a) Issued and fully paid shares Year ended 31 December 2016 Opening balance DRP underwriting agreement Ordinary shares issued at A$26.70 (2015 final dividend) 13,631,075 277 DRP Ordinary shares issued at A$26.40 (2015 final dividend) Share issue costs (net of tax) Amounts at 31 December 2016 Year ended 31 December 2015 Opening and closing balance 4,903,171 - 93 2 842,444,903 6,919 823,910,657 6,547 All shares are a single class with equal rights to dividends, capital, distributions and voting. The company does not have authorised capital nor par value in relation to its issued shares. 112 Woodside Petroleum Ltd | Annual Report 2016 Number of shares US$m 823,910,657 6,547 Cash flow hedge reserve NOTES TO THE FINANCIAL STATEMENTS D. OTHER ASSETS AND LIABILITIES for the year ended 31 December 2016 In this section This section addresses other assets and liabilities position at the end of the reporting period including, where applicable, the accounting policies applied and the key estimates and judgements made. D. D.1 D.2 D.3 D.4 D.5 Other assets and liabilities Receivables Inventories Payables Provisions Segment assets and liabilities Page 114 Page 114 Page 114 Page 115 Page 115 Key financial and capital risks in this section Credit risk management Credit risk is the risk that a counterparty will not meet its obligation under a financial instrument or customer contract, leading to 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. Woodside Petroleum Ltd | Financial Statements 113 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS D. OTHER ASSETS AND LIABILITIES for the year ended 31 December 2016 D.1 Receivables D.3 Payables 2016 US$m 2015 US$m The following table shows the Group’s payables balances and maturity analysis. Year ended 31 December 2016 Trade payables1 Other payables1 Interest payable2 Total payables Year ended 31 December 2015 Trade payables1 Other payables1 Interest payable2 Total payables < 30 days US$m 30-60 days US$m > 60 days US$m Total US$m 114 301 3 418 197 493 2 692 5 - - 5 1 - 1 2 78 - 45 123 85 - 34 119 197 301 48 546 283 493 37 813 1. Interest-free and normally settled on 30-day terms. 2. Details regarding interest-bearing liabilities are contained in Note C.2. Recognition and measurement 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 reporting period. Fair value The carrying amount of payables approximates their fair value. Foreign exchange risk The Group held US$373 million of payables at 31 December 2016 (2015: US$507 million) in currencies other than US dollars (predominantly Australian dollars). (a) Receivables (current) Trade receivables1 Other receivables1 Loans receivable2 Dividend receivable (b) Receivables (non-current) Loans receivable2 Defined benefit plan asset 198 142 104 2 446 162 10 172 227 186 74 2 489 80 13 93 1. Interest-free and settlement terms are usually between 14 and 30 days. 2. Loans receivable are due from non-controlling interests. Recognition and measurement 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. The Group’s customers are required to pay in accordance with agreed payment terms. Depending on the product, settlement terms are 14 to 30 days from the date of invoice or bill of lading and customers regularly pay on time. There are no overdue trade receivables as at the end of the reporting period (2015: nil). Fair value The carrying amount of trade and other receivables approximates their fair value. Foreign exchange risk The Group held US$101 million of receivables at 31 December 2016 (2015: US$123 million) in currencies other than US dollars (predominantly Australian dollars). D.2 Inventories (a) Inventories (current) Petroleum products Goods in transit Finished stocks Warehouse stores and materials (b) Inventories (non-current) Warehouse stores and materials 2016 US$m 2015 US$m 20 46 83 149 5 5 33 42 95 170 19 19 Recognition and measurement Inventories include hydrocarbon stocks, consumable supplies and maintenance spares. Inventories are valued at the lower of cost and net realisable value. Cost is determined on a weighted average basis and includes direct costs and an appropriate portion of fixed and variable production overheads where applicable. Inventories determined to be obsolete or damaged are written down to net realisable value, being the estimated selling price less selling costs. 114 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS D. OTHER ASSETS AND LIABILITIES for the year ended 31 December 2016 D.4 Provisions Year ended 31 December 2016 At 1 January 2016 Change in provision Unwinding of present value discount Carrying amount at 31 December 2016 Current Non-current Net carrying amount Year ended 31 December 2015 At 1 January 2015 Change in provision Unwinding of present value discount Transfer to liabilities held for sale Carrying amount at 31 December 2015 Current Non-current Net carrying amount Restoration of operating locations US$m Employee benefits US$m Other US$m Total US$m 1,574 (170) 38 1,442 35 1,407 1,442 1,724 (37) 43 (156) 1,574 26 1,548 1,574 141 14 - 155 126 29 155 172 (31) - - 141 114 27 141 153 1,868 13 (143) - 38 166 1,763 41 125 166 48 105 - - 202 1,561 1,763 1,944 37 43 (156) 153 1,868 75 78 153 215 1,653 1,868 Recognition and measurement Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Restoration of operating locations Provision is made for the obligation to restore operating locations. The provision is first recognised 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. Restoration provisions are updated annually, with the corresponding movement recognised against the related exploration and evaluation assets or oil and gas properties. 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 B.3). Costs incurred that relate to an existing condition caused by past operations and do not have a future economic benefit are expensed. Employee benefits 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. 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. 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. Key estimates and judgements (a) 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. The proportion of the non-current balance not expected to be settled within 15 years is 61%. (b) Long service leave Long service leave is measured at the present value of benefits accumulated up to the end of the reporting period. The liability is discounted using an appropriate discount rate. Management requires judgement to determine key assumptions used in the calculation including future increases in salaries and wages, future on-cost rates and future settlement dates of employees’ departures. D.5 Segment assets and liabilities (a) Segment assets NWS Pluto Australia Oil Browse Wheatstone Other segments Unallocated items (b) Segment liabilities NWS Pluto Australia Oil Browse Wheatstone Other segments Unallocated items 2016 US$m 2015 US$m 3,191 3,417 12,684 13,455 599 393 4,018 2,490 1,378 764 368 3,165 1,599 1,071 24,753 23,839 2016 US$m 2015 US$m 663 378 614 11 188 179 743 456 789 38 293 267 7,058 9,091 6,228 8,814 Liabilities in respect of employees’ services rendered that are not expected to be wholly settled within one year after the end of the period in which the employees render the related services are recognised as long-term employee benefits. Refer to Note A.1 for descriptions of the Group’s segments. Unallocated assets mainly comprise cash and cash equivalents and the Group’s deferred tax assets. Unallocated liabilities mainly comprise interest-bearing liabilities and deferred tax liabilities. Woodside Petroleum Ltd | Financial Statements 115 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 In this section This section addresses information on items which require disclosure to comply with Australian Accounting Standards and the Australian Corporations Act 2001, however, are not considered critical in understanding the financial performance or position of the Group. This section includes group structure information and other disclosures. E. E.1 E.2 E.3 E.4 E.5 E.6 E.7 E.8 E.9 Other items Contingent liabilities and assets Leases Employee benefits Related party transactions Auditor remuneration Events after the end of the reporting period Joint arrangements Parent entity information Subsidiaries E.10 Other accounting policies Page 117 Page 117 Page 117 Page 119 Page 119 Page 119 Page 119 Page 120 Page 121 Page 123 116 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.1 Contingent liabilities and assets E.3 Employee benefits 2016 US$m 2015 US$m (a) Employee benefits Employee benefits for the reporting period are as follows: Contingent liabilities at the reporting date Not otherwise provided for in the financial statements Contingent liabilities Guarantees 44 6 50 48 5 53 Employee benefits Share-based payments Defined contribution plan costs Defined benefit plan expense 2016 US$m 239 27 31 2 299 2015 US$m 239 26 28 1 294 Contingent liabilities relate predominantly to actual or potential claims of the Group for which amounts are reasonably estimated but the liability is not probable and therefore the Group has not provided for such amounts in these financial statements. Additionally, there are a number of other claims and possible claims that have arisen in the course of business against entities in the Group, the outcome of which cannot be foreseen at present and for which no amounts have been included in the table above. The Group has issued guarantees relating to workers’ compensation liabilities. E.2 Leases Operating lease commitments Rents payable on non-cancellable operating leases, due: Within one year After one year but not more than five years Later than five years 2016 US$m 2015 US$m 194 660 1,299 2,153 399 557 779 1,735 Subject to the joint operation that utilises the lease, the Group’s share of actual payments made under operating leases may be lower than the value of commitments disclosed. 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 Group. 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$332 million during the year (2015: US$567 million). A portion of this amount relates to arrangements containing non-lease elements, which are not practicable to separate. Recognition and measurement Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Lease incentives received are recognised in the income statement as a part of total lease expense. Recognition and measurement The Group’s accounting policy for employee benefits other than superannuation are set out in Note D.4. The policy relating to share-based payments is set out in Note E.3(c). All employees of the Group are entitled to benefits on retirement, disability or death from the Group’s superannuation plan. The majority of employees are party to a defined contribution scheme and receive fixed contributions from Group companies and the Group’s legal or constructive obligation is limited to these contributions. Contributions to defined contribution funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payment is available. The Group also operates a defined benefit superannuation scheme, the membership of which is now closed. The asset for the defined benefit plan at 31 December 2016 was US$10 million (2015: US$13 million). (b) Compensation of key management personnel Key management personnel (KMP) compensation for the financial year is as follows: Short-term employee benefits Post employment benefits Share-based payments Long-term employee benefits Termination benefits 2016 US$ 2015 US$ 10,651,173 12,202,619 242,776 312,647 7,944,266 7,084,981 268,620 250,114 425,219 - 19,532,054 19,850,361 (c) Share plans The Group provides benefits to its employees (including KMP) in the form of share-based payments whereby employees render services for shares (equity-settled transactions). Woodside equity plan (WEP) and supplementary Woodside equity plan (SWEP) WEP is available to all Australian-based employees including executives, other than the CEO and any executive directors. 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 the Group to recognise and reward eligible employees for high performance. The ERs have no further ongoing performance conditions after allocation, and do not require participants to make any payment in respect of the ERs at grant or at vesting. SWEP is available to a number of employees identified as being retention critical. Participants do not make any payment in respect of the ERs at grant or at vesting. Each ER entitles the participant to receive a Woodside share on the vesting date three years after the grant date. Woodside Petroleum Ltd | Financial Statements 117 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.3 Employee benefits (cont.) Executive incentive plans (EIP) Short term awards (STA) The STA are delivered in the form of restricted shares to executives, including all executive KMP. Restricted shares entitle their holder to receive dividends. There are no further performance conditions for vesting of deferred STA. Participants are not required to make any payments in respect of STA awards at grant or at vesting. Long term awards (LTA) LTA is granted in the form of Variable Pay Rights (VPRs) to executives, including all executive KMP. Vesting of LTA is subject to achievement of relative total shareholder return (RTSR) targets, with 33% measured against the ASX 50 and the remaining 67% tested against an international group of oil and gas companies. Modifications were made to the 2016 award for the executive KMP. These modifications reduced the value of the VPRs. Participants are not required to make any payments in respect of LTA awards at grant or at vesting. Year ended 31 December 2016 Opening balance Granted during the year1,2 Vested during the year Forfeited during the year Performance rights at 31 December 2016 Fair value of rights granted during the year Year ended 31 December 2015 Opening balance Granted during the year1,2 Vested during the year Forfeited during the year Performance rights at 31 December 2015 Fair value of rights granted during the year Recognition and measurement All compensation under WEP, SWEP and executive share plans is accounted for as share-based payments to employees for services provided. 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 of share-based payments is recognised, together with the corresponding increase in equity, over the period in which the vesting conditions are fulfilled, ending on the date on which the relevant employee becomes fully entitled to the shares. At each balance sheet date, the Group reassesses the number of awards that are expected to vest based on service conditions. The expense recognised each year takes into account the most recent estimate. The fair value of the benefit provided for the WEP and SWEP are estimated using the Black-Scholes option pricing technique. The fair value of the restricted shares is estimated as the closing share price at grant date. The fair value of the benefit provided for the RTSR VPRs was estimated using the Binomial or Black-Scholes option pricing technique combined with a Monte Carlo simulation methodology, where relevant, using historical volatility to estimate the volatility of the share price in the future. The number of performance rights and movements for all share plans are summarised as follows: Number of performance rights Employee plans Executive plans WEP SWEP STA LTA 6,116,840 1,925,944 (2,190,958) (338,923) 5,512,903 US$m 38 38,270 - - - 38,270 US$m - 784,270 303,699 (198,818) (7,230) 881,921 2,366,280 587,156 (2,228) - 2,951,208 US$m 6 US$m 7 Number of performance rights Employee plans Executive plans WEP SWEP STA LTA 6,286,402 1,974,741 (1,603,731) (540,572) 6,116,840 US$m 36 38,270 - - - 38,270 US$m - 626,123 267,645 (78,417) (31,081) 784,270 US$m 8 2,232,777 610,410 (154,143) (322,764) 2,366,280 US$m 11 1. For the purpose of valuation, the share price on grant date for the 2016 WEP and SWEP allocations was US$28.86 (2015: US$20.89). 2. For the purpose of valuation, the share price on grant date for the 2016 STA and LTA allocations was US$20.88 (2015: US$31.15). For more detail on these share plans and performance rights issued to KMPs, refer to the Remuneration Report on pages 78-79 and pages 86-88. 118 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.4 Related party transactions E.7 Joint arrangements Transactions with directors (a) Interest percentage in joint operations There were no transactions with directors during the year other than those disclosed in Note E.3(b). E.5 Auditor remuneration The auditor of Woodside Petroleum Ltd is Ernst & Young (EY) 2016 US$’000 2015 US$’000 (a) Amounts received or due and receivable for an audit or review of the financial statements of the entity and any other entity in the Group by: EY Australia Other EY firms 1,526 144 1,670 1,532 143 1,675 (b) Amounts received or due and receivable for non-audit services in relation to the entity or any other entity in the Group by: EY Australia for other assurance services EY Australia for other advisory services EY Australia for taxation services Other EY firms for other assurance services 437 151 149 25 762 742 400 139 3 1,284 E.6 Events after the end of the reporting period Since the end of the financial year and to the date of this report, no matter or circumstance has arisen that has significantly affected, or may significantly affect, the operations of the company, the results of the company or the state of affairs of the company in subsequent financial periods. Producing and developing assets Oceania North West Shelf Enfield and Vincent Laminaria-Corallina Stybarrow Balnaves Pluto Wheatstone Exploration and evaluation assets Oceania Browse Basin Carnarvon Basin1 Bonaparte Basin Outer Canning Basin New Zealand Africa Morocco Gabon2 Cameroon Senegal The Americas Peru Kitimat Nova Scotia3 Asia Republic of Korea Myanmar Europe Ireland Canary Islands4 Group interest % 2016 2015 12.5 - 50.0 12.5 - 50.0 60.0 60.0 - 59.9 - 66.7 50.0 65.0 90.0 50.0 65.0 90.0 13.0 - 65.0 13.0 - 65.0 30.6 - 60.0 30.6 - 75.0 15.8 - 75.0 15.8 - 75.0 26.7 - 35.0 26.7 - 35.0 55.0 70.0 25.0 40.0 - 35.0 35.0 50.0 20.0 55.0 70.0 25.0 - 75.0 40.0 30.0 - 35.0 50.0 20.0 50.0 50.0 40.0 - 55.0 40.0 - 55.0 60.0 - 90.0 60.0 - 90.0 30.0 30.0 1. The acquisition of 25% - 50% interests in Scarborough from BHP is included within the Carnarvon Basin. 2. As at 31 December 2016, the Luna Muetse No G4-246 block farm-in is pending final Government approval and subsequent execution of the documents. 3. The decision was made in November 2016 to release the interest in the Nova Scotia block. At 31 December 2016, Woodside still has tenure of the permit subject to the Canadian Ministry approval. 4. Permit relinquishment is awaiting formal approval by the Spanish Ministry. The principal activities of the joint operations above are exploration, development and production of hydrocarbons. Woodside Petroleum Ltd | Financial Statements 119 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.7 Joint arrangements (cont.) E.8 Parent entity information Group interest % 2016 2015 16.67 16.67 Woodside Petroleum Ltd: Current assets Non-current assets Current liabilities Non-current liabilities 16.67 16.67 Net assets 2016 US$m 2015 US$m 278 7,732 - (571) 7,439 373 7,073 - (368) 7,078 Issued and fully paid shares 6,919 6,547 16.67 16.67 Shares reserved for employee share plans 16.67 16.67 Foreign currency translation reserve Employee benefits reserve Retained earnings Total shareholders' equity Profit of parent entity Total comprehensive income of parent entity (30) 127 296 127 7,439 635 635 (27) 129 296 133 7,078 1,783 1,776 Guarantees Woodside Petroleum Ltd and Woodside Energy Ltd (a subsidiary company) are parties to a Deed of Cross Guarantee as disclosed in Note E.9. 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 C.3. Woodside Petroleum Ltd has guaranteed certain obligations of subsidiaries to unrelated parties on behalf of their performance in contracts. No liabilities are expected to arise from these guarantees. (b) Interest percentage in joint ventures Entity Principal activity North West Shelf Gas Pty Ltd Marketing services for North West Shelf Liaison Company Pty Ltd China Administration Company Pty Ltd North West Shelf Shipping Service Company Pty Ltd ventures in the sale of gas to the domestic market. Liaison for ventures in the sale of LNG to the Japanese market. Marketing services for ventures in the sale of LNG to international markets. LNG vessel fleet advisor. North West Shelf Lifting Coordinator Pty Ltd Coordinator for venturers for all equity liftings. 16.67 - Recognition and measurement Joint arrangements are arrangements in 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. Key estimates and judgements Accounting for interests in other entities Judgement is required in assessing the level of control obtained in a transaction to acquire an interest in another entity; depending upon the facts and circumstances in each case, Woodside may obtain control, joint control or significant influence over the entity or arrangement. Judgement is applied when determining the relevant activities of a project and if joint control is held over them. Relevant activities include, but are not limited to, work program and budget approval, investment decision approval, voting rights in joint operating committees, amendments to permits and changes to joint arrangement participant holdings. Transactions which give Woodside control of a business are business combinations. If Woodside obtains joint control of an arrangement, judgement is also required to assess whether the arrangement is a joint operation or a joint venture. If Woodside has neither control nor joint control, it may be in a position to exercise significant influence over the entity, which is then accounted for as an associate. The Group’s interest in the Scarborough and Senegal exploration assets were assessed to be joint operations based upon the respective joint operating agreements. 120 Woodside Petroleum Ltd | Annual Report 2016 NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 Notes Name of entity E.9 Subsidiaries (a) Subsidiaries Name of entity Ultimate Parent Entity Woodside Petroleum Ltd Subsidiaries Company name Woodside Energy Ltd Woodside Browse Pty Ltd Woodside Burrup Pty Ltd Burrup Facilities Company Pty Ltd Pluto LNG Pty Ltd Burrup Train 1 Pty Ltd Woodside Energy (Algeria) Pty Ltd Woodside Energy Australia Asia Holdings Pte Ltd y Woodside Energy (Carbon Capture) Pty Ltd Woodside Energy Holdings International Pty Ltd Woodside Energy Mediterranean Pty Ltd Woodside Energy International (Canada) Limited t Woodside Energy (Canada LNG) Limited t Woodside Energy (Canada PTP) Limited t KM LNG Operating General Partnership t KM LNG Operating Ltd t Woodside Energy Holdings Pty Ltd Woodside Energy Holdings (USA) Inc q Woodside Energy (USA) Inc q Gryphon Exploration Company q Woodside Energy (Cameroon) SARL n Woodside Energy (Gabon) Pty Ltd Woodside Energy (Ireland) Pty Ltd Woodside Energy (Korea) Pte Ltd y Woodside Energy (Myanmar) Pte Ltd y Woodside Energy (Morocco) Pty Ltd Woodside Energy (New Zealand) Limited z Woodside Energy (New Zealand 55794) Limited z Woodside Energy (Peru) Pty Ltd Woodside Energy (Senegal) Pty Ltd Woodside Energy (Tanzania) Limited ¥ Woodside Energy Holdings (South America) Pty Ltd Woodside Energia (Brasil) Investimento em Exploracao de Petroleo Ltda l Woodside Energy Holdings (UK) Pty Ltd Woodside Energy (UK) Limited p Woodside Energy Holdings (Senegal) Limited p Woodside Energy (Senegal) B.V.  Woodside Energy (France) SAS £ Woodside Energy Iberia S.A. º Woodside Energy (N.A.) Ltd p Woodside Energy (Julimar) Pty Ltd Woodside Energy (Kenya) Pty Ltd Woodside Energy (M.E.) Pty Ltd Woodside Energy Middle East and Africa Pty Ltd Woodside Energy (Norway) Pty Ltd Woodside Energy (SL) Pty Ltd Woodside Energy Technologies Pty Ltd Woodside Energy Trading Singapore Pte Ltd y WelCap Insurance Pte Ltd y Woodside Energy Shipping Singapore Pte Ltd y (1,2,3) (2,3,4) (2,4) (2,4) (5) (5) (5) (2,4) (4) (2,4) (2,4) (2,4) (4) (4) (4) (4,8) (4) (2,4) (4) (4) (4) (4) (2,4) (2,4) (4) (4) (2,4) (4) (4) (2,4) (2,4,9) (6) (2,4) (7) (2,4) (4) (4,9) (4,10) (4) (4) (4) (2,4) (2,4) (2,4) (2,4) (2,4) (2,4) (2,4) (4) (4) (4) Woodside Guangdong Shipping (One) Pty Ltd Woodside Guangdong Shipping (Two) Pty Ltd Woodside West Africa Pty Ltd Metasource Pty Ltd Woodside Finance Limited Woodside Petroleum (Northern Operations) Pty Ltd Woodside Petroleum (Timor Sea 19) Pty Ltd Woodside Petroleum (Timor Sea 20) Pty Ltd Woodside Petroleum (W.A. Oil) Pty Ltd Woodside Petroleum Holdings Pty Ltd Mermaid Sound Port and Marine Services Pty Ltd Notes (2,4) (2,4) (2,4) (2,4) (2,4) (2,4,11) (2,4) (2,4) (2,4,11) (2,4) (2,4) 1. Woodside Petroleum Ltd is the ultimate holding company and the head entity within the tax consolidated group. 2. These companies were members of the tax consolidated group at 31 December 2016. 3. Pursuant to ASIC Class Order 98/1418, relief has been granted to the controlled entity, Woodside Energy Ltd, from the Corporations Act 2001 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. 4. All subsidiaries are wholly owned except those referred to in Notes 5, 6, 7 and 8. 5. Kansai Electric Power Australia Pty Ltd and Tokyo Gas Pluto Pty Ltd each hold a 5% interest in the shares of these subsidiaries. These subsidiaries are controlled. 6. As at 31 December 2016, Woodside Energy Holdings Pty Ltd held a 99.99% interest in the shares of Woodside Energy (Tanzania) Limited and Woodside Energy Ltd held the remaining 0.01% interest. 7. As at 31 December 2016, Woodside Energy Holdings (South America) Pty Ltd held a 99.99% interest in the shares of Woodside Energia (Brasil) Investimento em Exploracao de Petroleo Ltda and Woodside Energy Ltd held the remaining 0.01% interest. 8. As at 31 December 2016, Woodside Energy International (Canada) Limited and Woodside Energy (Canada LNG) Limited were the general partners of the KM LNG Operating General Partnership holding a 99.99% and 0.01% partnership interest, respectively. 9. Woodside Energy (Senegal) Pty Ltd was incorporated on 27 January 2016 and Woodside Energy Holdings (Senegal) Limited was incorporated on 22 June 2016. 10. This subsidiary was acquired on 28 October 2016. It changed its name from ConocoPhillips Senegal B.V. to Woodside Energy (Senegal) B.V. on 26 January 2017. 11. These subsidiaries are under external administration and will be wound up voluntarily. All subsidiaries were incorporated in Australia unless identified with one of the following symbols: l Brazil  The Netherlands ¥ Tanzania n Cameroon z New Zealand t Canada £ France y Singapore º Spain p UK q USA Recognition and measurement Subsidiaries are all the entities over which the Group has the power over the investee such that the Group is able to direct the relevant activities, has exposure, or rights, to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of the investor’s returns. Woodside Petroleum Ltd | Financial Statements 121 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.9 Subsidiaries (cont.) (b) Subsidiaries with material non-controlling interests The Group has two Australian subsidiaries with material non-controlling interests (NCI). Name of entity Burrup Facilities Company Pty Ltd Burrup Train 1 Pty Ltd Principal place of business Australia Australia % held by NCI 10% 10% Closed Group Consolidated Income Statement and Statement of Retained Earnings (Loss)/profit before tax Taxes (Loss)/profit after tax The consolidated income statement and statement of financial position of the members of the Closed Group are set out below: The NCI in both subsidiaries is 10% held by the same parties (refer to footnote 5 above for details). The summarised financial information (including consolidation adjustments but before intercompany eliminations) of subsidiaries with material NCI is as follows: Retained earnings at the beginning of the financial year Dividends Retained earnings at the end of the financial year Closed Group Consolidated Statement of Financial Position 2016 US$m 2015 US$m Current assets Cash and cash equivalents Burrup Facilities Company Pty Ltd Current assets Non-current assets Current liabilities Non-current liabilities Net assets Accumulated balance of NCI Revenue Profit Profit allocated to NCI Dividends paid to NCI Operating Investing Financing 673 5,609 (647) (468) 5,167 517 1,187 607 61 (50) 920 (7) (913) 579 5,343 (431) (427) 5,064 506 1,076 533 53 (44) 813 (10) (803) Net increase/(decrease) in cash and cash equivalents - - Burrup Train 1 Pty Ltd Current assets Non-current assets Current liabilities Non-current liabilities Net assets Accumulated balance of NCI Revenue Profit Profit allocated to NCI Dividends paid to NCI Operating Investing Financing 698 3,244 (544) (334) 3,064 306 2,017 442 44 (31) 672 (9) (663) 483 3,151 (395) (305) 2,934 293 1,796 337 34 (27) 519 (16) (503) Receivables Inventories Tax receivable Assets held for sale Total current assets Non-current assets Inventories Other financial 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 Other financial liabilities Other liabilities Provisions Liabilities held for sale 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 Net increase/(decrease) in cash and cash equivalents - - Issued and fully paid shares Shares held for employee share plan (c) 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 ASIC Class Order 98/1418. The two entities represent a Closed Group for the purposes of the Class Order. Other reserves Retained earnings Total equity 122 Woodside Petroleum Ltd | Annual Report 2016 2016 US$m 2015 US$m (578) (127) (705) 4,061 (640) 2,716 210 (56) 154 5,637 (1,730) 4,061 48 1,288 64 20 - 99 882 59 182 145 1,420 1,367 2 6 25,920 24,949 945 3,581 66 28 879 3,476 72 30 30,542 29,412 31,962 30,779 302 17 45 112 - 476 396 21 47 131 156 751 19,638 17,208 422 14 72 878 21,024 21,500 10,462 364 11 92 936 18,611 19,362 11,417 6,919 6,547 (30) 857 2,716 10,462 (27) 836 4,061 11,417 NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.10 Other accounting policies (a) Summary of other significant accounting policies Derivative financial instruments 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. Derivatives that are designated within qualifying hedge relationships are initially recognised at fair value on the date the contract is entered into. For relationships designated as fair value hedges, subsequent fair value movements of the derivative are recognised in the income statement. For relationships designated as cash flow hedges, subsequent fair value movements of the derivative for the effective portion of the hedge are recognised in other comprehensive income and accumulated in reserves in equity; fair value movements for the ineffective portion are recognised immediately in the income statement. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. Financial guarantees Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognised less cumulative amortisation. 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 in Note E.9. The tax expense/(benefit), 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. Entities within the tax consolidated group have entered into a tax funding arrangement and a tax sharing agreement with the head entity. Under the tax funding agreement, Woodside Petroleum Ltd and each of the entities in the tax consolidated group have agreed to pay or receive a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. 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. (b) New and amended standards and interpretations issued but not yet effective A number of new standards, amendment of standards and interpretations have recently been issued but are not yet effective and have not been adopted by the Group as at the financial reporting date. The Group has reviewed these standards and interpretations, and with the exception of the items listed below for which the final impact is yet to be determined, none of the new or amended standards will significantly affect the Group’s accounting policies, financial position or performance. Title AASB 15 Revenue from Contracts with Customers Application date of the standard Periods beginning on or after 1 January 2018 AASB 16 Leases Periods beginning on or after 1 January 2019 Summary 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 at which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining a contract and various related matters. New disclosures regarding revenue are also introduced. Based on an initial impact assessment, the new standard is not expected to significantly impact revenue recognition. AASB 16 provides a new lessee accounting model which requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly to other financial liabilities. Assets and liabilities arising from a lease are initially measured on a present value basis. The measurement includes non-cancellable lease payments (including inflation-linked payments), and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. AASB 16 contains disclosure requirements for lessees. Woodside Petroleum Ltd | Financial Statements 123 NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS E. OTHER ITEMS for the year ended 31 December 2016 E.10 Other accounting policies (cont.) (c) New and amended Accounting Standards and Interpretations early adopted The following Australian Accounting Standard will be adopted early by the Group as of 1 January 2017: Title AASB 9 Financial Instruments Application date of the standard Early adopted as at 1 January 2017 Summary AASB 9 replaces AASB 139 and includes a model for classification and measurement, a single ‘expected loss’ impairment model and a substantially redesigned approach to hedge accounting. On adoption of AASB 9, there are no expected material changes in the classification of financial assets and liabilities. Fair value changes resulting from credit risk are not expected to have a significant impact on future results. The introduction of the expected loss impairment model for determining credit provisions is not expected to have a material impact. The adoption of AASB 9 will mean the following key changes to Woodside’s hedge accounting: a)  The cost of hedging on the cross currency interest rate swap will be separated from the hedging arrangement, recognised in other comprehensive income and amortised to the income statement over the remaining life of the hedging instrument. b)  Effectiveness measurement testing will only be performed on a prospective basis. As a result of adopting AASB 9, the accounting policies for financial instruments and hedging will be updated to align with AASB 9 and are applicable from 1 January 2017. The Group will apply AASB 9 on a retrospective basis. 124 Woodside Petroleum Ltd | Annual Report 2016 I D R E C T O R S ’ D E C L A R A T O N I DIRECTORS’ DECLARATION In accordance with a resolution of directors of Woodside Petroleum Ltd, we state that: 1. In the opinion of the directors: (a) the financial statements and notes thereto, and the disclosures included in the audited 2016 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 2016 and of the performance of the Group for the financial year ended 31 December 2016; (c) the financial statements and notes thereto also comply with International Financial Reporting Standards as disclosed in the ‘About this report’ section within the notes to the 2016 Financial Statements; (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 E.9 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 2016. For and on behalf of the Board M A Chaney, AO Chairman Perth, Western Australia 1 March 2017 P J Coleman Chief Executive Officer and Managing Director Perth, Western Australia 1 March 2017 Woodside Petroleum Ltd | Financial Statements 125 INDEPENDENT AUDIT REPORT Independent auditor’s report to the Shareholders of Woodside Petroleum Ltd Report on the Audit of the Financial Report We have audited the financial report of Woodside Petroleum Ltd (the Company), including its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2016, 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. Opinion In our opinion: a. the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its consolidated financial performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia; and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. 1. Impairment of Non-current Assets Why significant How our audit addressed the key audit matter Under Australian Accounting Standards, an entity shall assess throughout the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset. At year end, the Group has concluded that there were no indicators of impairment or reversal of impairment arising from its impairment trigger tests for any of its Cash Generating Units (CGUs). As a result no impairment or reversal of impairment was recognised during the year. We evaluated the assumptions, methodologies and conclusions used by the Group, in particular, those relating to the determination of CGUs, forecast cash flows and inputs used to formulate them. This included assessing, in conjunction with our valuation specialists, the discount rates, foreign exchange rates and commodity prices with reference to market prices (where available), market research, market practice, market indices, broker consensus and historical performance. The assessment of indicators of impairment and reversal of impairment is complex and highly judgmental, and includes modelling a range of assumptions and estimates that are affected by expected future performance and market conditions. Key assumptions, judgements and estimates used in the Group’s assessment of impairment and reversal of impairment of non-current assets are set out in the financial report in notes B.3 and B.4. In accordance with Australian Auditing Standards, we relied on the work of management’s experts with respect to the hydrocarbon reserve assumptions used in the cash flow forecasts. This included understanding the reserve estimation processes carried out, Woodside’s internal certification process for technical and commercial experts who are responsible for reserves, the design of Woodside’s Petroleum Resources Management procedures and its alignment with the guidelines prepared by the Society of Petroleum Engineers. We checked that the updated reserves and resources estimates were included in the assessment of impairment triggers, calculation of depreciation, depletion and amortisation and decommissioning provisions. We also examined the qualifications, objectivity and experience of management’s experts, and assessed that key reserves economics assumptions were consistent with other operational information. We agreed cost assumptions to the latest approved budgets and forecasts. We also focused on the adequacy of the financial report disclosures regarding those assumptions, to which the Group’s assessment of impairment and reversal of impairment of non-current assets are most sensitive, being those that would have the most significant effect on the determination of the recoverable amount where a trigger is identified. This has been disclosed in Note B.4. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited 126 Woodside Petroleum Ltd | Annual Report 2016 2. Accounting for Petroleum Resources Rent Tax (PRRT) Assets Why significant How our audit addressed the key audit matter I N D E P E N D E N T A U D T R E P O R T I 2 The consolidated financial statements of the Group include deferred tax assets arising from PRRT and associated PRRT tax benefits. The determination of the quantum, likelihood and timing of the realisation of deferred tax assets arising from PRRT is highly judgemental and assessed on a basis consistent with the impairment assumptions set out above as well as other factors such as the long term bond rate applied to the assessment of augmentation of deductible expenditure. The Group’s disclosures about PRRT are included in the summary of significant accounting policies in Note A.5. Information Other than the Financial Statements and Auditor’s Report We assessed the application of the judgements and methodologies used by the Group to estimate the utilisation of deferred tax assets in the future. In particular we assessed those judgements and methodologies relating to the estimation of future PRRT assessable profits, the interpretation of PRRT legislation and the consistency in application of forecasted performance with other forecasts made, such as impairment modelling. The Directors are responsible for the other information. The other information comprises the information in the Group’s Annual Report for the year ended 31 December 2016, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Directors’ Responsibilities 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 control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► Obtain an understanding of internal control relevant to the audit 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 control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. ► ► ► Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting in the preparation of the financial report. We also conclude, based on the audit evidence obtained, whether a material uncertainty exists related to events and conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the disclosures in the financial report about the material uncertainty or, if such disclosures are inadequate, to modify the opinion on the financial report. However, future events or conditions may cause an entity to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express and opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. A member firm of Ernst & Young Global Limited A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Woodside Petroleum Ltd | Financial Statements 127 Independent audit report (cont.) From the matters communicated to the Directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 3 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 76 to 90 of the Directors' Report for the year ended 31 December 2016. In our opinion, the Remuneration Report of Woodside Petroleum Ltd for the year ended 31 December 2016, complies with section 300A of the Corporations Act 2001. Responsibilities 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. Ernst & Young T S Hammond Engagement Partner Perth 1 March 2017 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation A member firm of Ernst & Young Global Limited 128 Woodside Petroleum Ltd | Annual Report 2016 As at 14 February 2017 Shareholder statistics Number of shareholdings There were 213,041 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 - 9,999,999,999 Total *Small differences are due to rounding. Number of holders Number of shares % of issued capital 154,211 52,150 4,608 1,972 100 213,041 60,596,349 106,549,332 32,017,708 38,861,734 604,419,780 842,444,903 7.19 12.65 3.80 4.61 71.75 100.00 Unmarketable parcels There were 3,060 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 J P Morgan Nominees Australia Limited Citicorp Nominees Pty Limited National Nominees Limited BNP Paribas Nominees Pty Ltd BNP Paribas Noms Pty Ltd Citicorp Nominees Pty Limited AMP Life Limited Pacific Custodians Pty Limited Citicorp Nominees Pty Limited Australian Foundation Investment Company Limited HSBC Custody Nominees (Australia) Limited RBC Investor Services Australia Nominees Pty Limited Argo Investments Limited Navigator Australia Ltd RBC Investor Services Australia Nominees Pty Limited Nulis Nominees (Australia) Limited HSBC Custody Nominees (Australia) Limited UBS Nominees Pty Ltd Total Shares held % of issued capital 200,596,797 111,847,852 109,865,607 66,831,299 26,985,691 15,636,301 10,507,114 8,208,634 4,074,203 3,862,752 3,524,448 3,282,886 3,141,116 2,132,331 1,700,873 1,445,831 1,345,445 1,217,938 1,193,768 1,151,294 23.81 13.28 13.04 7.93 3.20 1.86 1.25 0.97 0.48 0.46 0.42 0.39 0.37 0.25 0.20 0.17 0.16 0.14 0.14 0.14 578,552,180 68.68 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. Woodside Petroleum Ltd | Shareholder Information 129 SHAREHOLDER INFORMATION Dividend payments Woodside declares its dividends in US dollars as this 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 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). Shareholders must make an election to alter their dividend currency by the business day after the record date for the dividend. Shareholders who reside outside of the USA, the UK and Australia may elect to receive their dividend electronically in their local currency using the share registry’s Global Wire Payment Service. For a list of currencies offered and how to subscribe to the service, please contact the share registry. 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 PO 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 Facsimile: 1-201-324-3284 Email: Citibank@shareholders-online.com Investor Relations: enquiries Requests for specific information on the company can be directed to Investor Relations: Investor Relations Woodside Petroleum Ltd Woodside Plaza 240 St Georges Terrace Perth, WA 6000 The history of dividends paid by the company can be found on the company’s website. 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 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. Annual General Meeting The 2017 Annual General Meeting (AGM) of Woodside Petroleum Ltd will be held at 10.00 am (AWST) on 5 May 2017, 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 11, 172 St Georges Terrace Perth, WA 6000 Postal address: GPO Box D182 Perth, WA 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. 130 Woodside Petroleum Ltd | Annual Report 2016 Business directory Dakar Woodside Energy (Senegal) Ltd 1st Floor SIA Building Route de Ngor Les Almadies, Dakar SENEGAL T: +221 338 397 050 Dili Palm Business and Trade Centre Block E01-06 Sur kmas, Fatumeta BairroPite Dili TIMOR-LESTE T: + 670 3310804 Dublin 28 Fitzwilliam Place Dublin 2 IRELAND Houston Sage Plaza 5151 San Felipe, Suite 980 Houston TX 77056 USA T: +1 713 401 0000 F: +1 713 401 0088 Karratha 3747 Balmoral Road Karratha WA 6714 AUSTRALIA T: 1800 634 988 Postal address: Woodside Energy Ltd PO Box 517 Karratha WA 6714 AUSTRALIA Registered Office Perth Woodside Petroleum Ltd 240 St Georges Terrace Perth WA 6000 AUSTRALIA T: +61 9348 4000 Postal address: GPO Box D188 Perth WA 6840 AUSTRALIA Beijing 32/F, Full Tower, 3206 No. 9 East Third Ring Road Chaoyang District Beijing 100020 CHINA T: +8610 8591 0577 F: +8610 8591 0579 Broome 29 Coghlan Street Broome WA 6725 AUSTRALIA T: 1800 036 654 Postal address: Woodside Energy Ltd PO Box 2751 Broome WA 6725 AUSTRALIA Calgary Woodside Energy International (Canada) Ltd Suite 3750 421-7th Avenue SW Calgary Alberta T2P 4K9 CANADA T: +1 855 956 0916 Postal address: Woodside Energy (International) Canada Limited PO Box 22240 Bankers Hall Calgary Alberta T2P 4J6 CANADA London 3rd Floor, Pollen House 10-12 Cork Street London W1S 3NP UNITED KINGDOM T: + 44 20 7009 3900 Seoul 11F Kwanghwamun Building 211, Sejong-daero, Jongno-gu Seoul 110-730 KOREA T: +822 739 3290 F: +822 739 3293 Singapore 12 Marina View Asia Square Tower 2 #18-03 Singapore 018961 SINGAPORE T: +65 6709 8000 Tokyo Imperial Tower 1-1 Uchisaiwaicho 1-Chome Chiyoda-ku Tokyo 100-0011 JAPAN T: +813 3501 7031 F: +813 3581 2689 Wellington Level 16 Vodafone on the Quay 157 Lambton Quay Wellington 6011 NEW ZEALAND Yangon 70/LA2 Golden Valley Road Bahan Township Yangon MYANMAR (BURMA) Woodside Petroleum Ltd | Shareholder Information 131 Woodside Petroleum Ltd | Shareholder Information 131 SHAREHOLDER INFORMATION Key announcements 2016 January February Woodside discovers gas offshore Myanmar Update on Wheatstone schedule Woodside makes second gas discovery in Myanmar Woodside full-year 2015 results Appointment of non-executive director (Pickard) Browse development update Woodside signs HOA for long-term LNG supply to Pertamina Woodside books contingent resource in Myanmar 2016 Investor Briefing Day Greater Enfield oil development approved Woodside agrees to acquire ConocoPhillips’ Senegal interests Woodside records first-half profit of US$340m March April May June July August September Woodside agrees to acquire half of BHP Billiton’s Scarborough assets October Wheatstone cost update Woodside completes acquisition of interests in Senegal from ConocoPhillips November Woodside completes acquisition of half of BHP Billiton's Scarborough area assets Appointment of non-executive director (Macfarlane) December Appointment of non-executive director (Archibald) Events calendar 2017 Key calendar dates for Woodside shareholders in 2017. Please note dates are subject to review. February March April May June July August October 22 Full-year 2016 results 1 2 3 Annual Report 2016 released Ex-dividend date for final dividend Record date for final dividend 16 Sustainable Development Report 2016 released 29 Payment date for final dividend 20 First quarter 2017 report 3 Annual General Meeting Proxy returns close at 10.00 am (AWST) 5 Annual General Meeting 23 2017 Investor Briefing Day 30 Half-year end 20 Second quarter 2017 report 16 Half-year 2017 report 19 Third quarter 2017 report December 31 Year-end 2017 132 Woodside Petroleum Ltd | Annual Report 2016 Glossary, units of measure and conversion factors Glossary $, $m 1P 2C 2P Acquisition costs US dollars unless otherwise stated, millions of dollars Gross margin Proved reserves Best Estimate of Contingent resources Proved plus Probable reserves 2016 acquisition expenditure divided by contingent resources (2C) added through 2016 acquisition activity AGM Annual General Meeting Appraisal well A well drilled to follow up a discovery and evaluate its commercial potential ASX AUD Boe Break-even cash cost of sales Brent Condensate Cps Crude oil Australian Securities Exchange Australian dollars Barrels of oil equivalent Break-even cash cost of sales includes production costs, royalty and excise, shipping and direct sales costs, carbon costs and insurance; excludes exploration and evaluation, general administrative and other costs, depletion, depreciation and amortisation, PRRT and income tax Intercontinental Exchange (ICE) Brent Crude deliverable futures contract (oil price) Hydrocarbons that are gaseous in a reservoir but that 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 Development well A well drilled for the purpose of recovering Gross profit divided by operating revenue. Gross profit excludes income tax, PRRT, net finance costs, other income and other expenses (refer to section A.1 of the Financial Statements for data) GWF HoA Greater Western Flank Heads of Agreement Infill well Drilled for the purpose of increasing production IOGP ISO JCC JV KGP LHS LIBOR LNG LPG LTIF International Association of Oil and Gas Producers International Organisation for Standardisation The Japan Customs-cleared Crude is the average price of customs-cleared crude oil imports into Japan as reported in customs statistics (also known as ‘Japanese Crude Cocktail’) and is used as the reference price for long-term supply LNG contracts Joint venture Karratha Gas Plant Left hand side London Inter-Bank Offer Rate Liquefied natural gas Liquefied petroleum gas Lost time injury frequency Net debt Total debt less cash and cash equivalents NPAT NWS PEP PRRT PSC PSE Net profit after tax North West Shelf Petroleum exploration permit Petroleum Resources Rent Tax Production sharing contract Process safety event DRP EBIT EEP EPS hydrocarbons Dividend Reinvestment Plan Employee equity plan Earnings per share EBIT is calculated as a profit before income tax, PRRT and net finance costs Q1, Q2, Q3, Q4 Quarters of the calendar year (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) RAP Woodside’s Reconciliation Action Plan Exploration licence A licence to explore for oil or gas in a particular area issued to a company by a governing state Return on equity Farm-in FEED FEL FID 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 that is relinquishing its interest Front-end engineering and design. Preliminary design and cost and schedule confirmation before a FID Frontier Exploration Licence Final investment decision Finding and acquisition costs 2016 exploration and acquisition investment expenditure divided by contingent resources (2C) added through 2016 exploration and acquisition activity RHS ROACE SPA Tier 1 PSE Tier 2 PSE First half, second half Halves of the calendar year (i.e. H1 is 1 January to 30 June, H2 is 1 July to 31 December) TRIR Flaring FLNG FPSO Free cash flow Gas-Up and Cool-Down Gearing The controlled burning of gas found in oil and gas reservoirs Floating liquefied natural gas Floating production storage and offloading Cash flow from operating activities less cash flow from investing activities An operation to cool a vessel’s LNG tanks prior to loading Net debt divided by net debt and equity attributable to the equity holders of the parent Return on shareholder funds is calculated as NPAT (excluding non-controlling interests) divided by equity attributable to the equity holders of the parent Right hand side Return on average capital employed is calculated as EBIT divided by average non-current liabilities and average equity attributable to equity holders of the parent 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) Total recordable injury rate. The number of recordable injuries (fatalities + lost workday cases + restricted workday cases + medical treatment cases) per 1,000,000 hours worked TSR Total shareholder return Unit production costs Production costs ($ million) divided by production volume (MMboe) USA USD WA United States of America US dollars Western Australia Woodside Petroleum Ltd | Shareholder Information 133 SHAREHOLDER INFORMATION Glossary, units of measure and conversion factors cont. Glossary of key terms used in the Remuneration Report Term Committee EIP ER Executive Meaning The Human Resources & Compensation Committee The Executive Incentive Plan Equity Right. 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 (or a cash equivalent in the case of international assignees). No amount is payable by the Executive on the grant or vesting of an ER A senior employee whom the Board has determined to be eligible to participate in the EIP Executive Director Peter Coleman Executive KMP The Executive Director and senior executives listed in Table 1 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. No amount is payable by the Executive on the grant or vesting of a Restricted Share RTSR Scorecard STA SWEP VAR VPR Relative total shareholder return A corporate scorecard of key measures that aligns 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 (or, at the Board’s discretion, as cash equivalent). No amount is payable by the Executive on the grant or vesting of a VPR WEP The Woodside Equity Plan Units of measure bbl Bcf BCM boe kPa Mcf MMbbl MMboe MMBtu MPa Mtpa psi t Tcf TJ barrel billion cubic feet billion cubic metres barrel of oil equivalent thousands of Pascals thousand cubic feet million barrels million barrels of oil equivalent million British thermal units millions of Pascals million tonnes per annum pounds per square inch tonnes trillion cubic feet terajoules Conversion factors Product Australian Pipeline Natural Gas Factor 1 TJ Conversion factors1 163.6 boe Liquefied Natural Gas (LNG) 1 tonne 8.9055 boe Condensate Oil 1 bbl 1 bbl 1.000 boe 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. 134 Woodside Petroleum Ltd | Annual Report 2016 Index A American Depositary Receipts (ADR) Annual General Meeting (AGM) Anti-bribery and corruption Areas of activity Australia Oil B Balance sheet Balnaves Board of Directors Brent oil price Browse LNG C Cameroon Canada Canary Islands CEO remuneration Chairman’s report Compass (workplace culture) Compliance Contingent resources Conversion factors Corporate governance Credit rating D Directors’ declaration Diversity Dividend Dividend Reinvestment Plan Drilling E Effective income tax Emissions Employees Events calendar 2017 Exchange rate Executives External auditor relationship F Financial position Financial Statements Floating LNG (FLNG) Free cash flow G Gabon Gearing Global exploration Goodwyn A Graduates Greater Enfield Greater Western Flank Gulf of Mexico H Health and safety I Indigenous K Karratha Gas Plant (KGP) Kitimat LNG L Laminaria-Corallina Long-term award (LTA) 130 72, 83, 110, 130, 132, 133 50, 59 2 40, 41, 100, 101, 105, 115, 136, 138 17, 103, 118, 138 100, 108, 136 67, 98 17 33, 61, 63, 100, 101, 105, 115, 119, 121, 132, 136 119, 121 32, 33, 41, 61, 62, 63, 100, 121, 131, 136, 137 119 84 8 iv, 68 ii, 12, 33, 40, 50, 58, 59, 68, 69, 98, 103 33, 60, 61 ii, 63 68, 69 6, 18, 98, 113 125 44, 48, 49, 57, 68 5, 18, 69, 98, 102, 110, 130 110, 130 7, 12, 18, 23, 24, 25, 31, 32, 36, 58, 63, 106, 117 16, 138 59 48, 56, 68, 75, 79, 82, 84, 115, 117, 118, 138 132 17, 99 76, 80, 90, 117, 118, 134 68 ii, 98, 99, 103, 110, 111, 122, 123 17, 69, 70, 76, 91, 92, 93, 94, 95, 96, 97, 98, 102, 106, 107, 109, 112, 117, 119, 123, 125, 133 33 6, 133 25, 121 133, 138 137 31, 38, 56 48, 52 31, 132, 136, 137 31, 39, 133, 136 134 4, 50, 58, 78 48, 49, 53, 79, 80, 81 38, 56, 133 32, 56 92, 102, 108, 119 72 M Morocco Myanmar N Net profit after tax (NPAT) New Zealand Nganhurra FPSO North Rankin Complex North West Shelf Project O Okha FPSO Operating and Financial Review Outer Canning P Payout ratio Peru Pluto LNG Production Production Sharing Contract Proved plus probable reserves Proved reserves R Realised prices Reconciliation Action Plan (RAP) Remuneration Report Reserves and resource statement Reserves replacement ratio Return on equity Risk management S Sales revenue Scarborough Security Seismic Senegal Sensitivities Shareholdings: distribution Share plans Share registry: enquiries Short-term award (STA) Spain (Canary Islands) Strategy Sunrise T Tanzania Technology Timor-Leste Total recordable injury rate (TRIR) Total shareholder return (TSR) Turnaround Turnover U United States of America (USA) V Vincent Vision Volume weighted average Volunteering W Wheatstone 24, 121 24, 56, 57, 121, 132, 136 133 24, 121 40 31, 38 100, 103, 133 136 59, 98 119 18 121 36, 56, 100, 112, 121 133, 137, 138 133 63, 107, 133, 137 107, 133 16 48, 133 78, 80, 82, 84, 86, 88, 90 63 60, 63 16, 133 58, 68, 98, 99, 110, 113 137 3, 6, 8, 10, 11, 21, 33, 60, 61, 63, 81, 92, 109, 119, 120, 132, 136 12, 130 18, 23, 24, 25, 36, 56, 57 1, 6, 7, 10, 11, 17, 20, 23, 24, 25, 27, 60, 61, 63, 81, 92, 100, 109, 120, 121, 132, 136, 137 17, 75 129 117 130 72, 78, 79, 118 121 12, 23, 66 33, 61, 63, 136 121 12, 32, 48, 56, 57, 67, 76, 85 33 5, 54, 55, 80, 133 72, 133, 134 17, 31, 36, 38, 39 49, 80 66, 100, 111, 121, 130, 131, 133, 136 40, 63, 100, 108, 119 ii, iv, 23, 50, 68 16 52 7, 17, 28, 41, 61, 62, 63, 100, 101, 103, 105, 108, 115, 119, 132, 136, 137 X Xena 63 Woodside Petroleum Ltd | Shareholder Information 135 SHAREHOLDER INFORMATION Asset facts PRODUCING FACILITIES Australia International North West Shelf Karratha Gas Plant North Rankin Complex Goodwyn A Platform Angel Platform Okha FPSO Canada Kitimat LNG Role Operator Equity 16.67% Operator 16.67% Operator 16.67% Operator 16.67% Product LNG, pipeline natural gas, condensate and LPG LNG, pipeline natural gas, condensate and LPG LNG, pipeline natural gas, condensate and LPG LNG, pipeline natural gas, condensate and LPG Operator 33.33% Condensate and Oil Role Non-operator Equity 50% Product Pipeline natural gas Pluto LNG Pluto LNG Platform Role Operator Equity 90% Product LNG and condensate Pluto LNG Plant Operator 90% LNG and condensate Australia Oil Ngujima-Yin FPSO Nganhurra FPSO Armada Claire FPSO1 Northern Endeavour FPSO2 Operator Operator Operator Operator 60% Oil 60% Oil 65% Oil 59.9-66.7% Oil PROJECTS Australia Persephone Project Greater Western Flank Phase 2 Project Wheatstone LNG Julimar Project Greater Enfield Project Role Operator Equity 16.67% Operator 16.67% Non-operator Operator Operator 13% 65% 60% Oil Product LNG, pipeline natural gas and condensate LNG, pipeline natural gas and condensate LNG, pipeline natural gas and condensate LNG, pipeline natural gas and condensate DEVELOPMENTS Australia International Browse Development Sunrise LNG Scarborough USA Port Arthur LNG Canada Kitimat LNG Senegal SNE Role Operator Operator Operator and non-operator Equity 30.60% 33.44% 25%–50% Role Non-operator Role Non-operator Role Non-operator Project Development Agreement Equity 50% Equity 35% EXPLORATION Australia and Asia-Pacific Australia Various titles3 New Zealand PEP-55793 and Myanmar AD-5 and A-7 AD-74 and A-6 AD-2 and A-4 Role Operator and non-operator Equity Various equities Product Oil or gas prone basin PEP-55794 Operator 70% Oil or gas prone basin Operator Joint-operator Non-operator 55% and 45% 40% 45% Gas prone basin Gas prone basin Gas prone basin Atlantic Margins Senegal Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore Role Non-operator Equity 35% Product Oil prone basin Sub-Saharan Africa Gabon5 F15 Doukou Dak and E13 Luna Muetse Role Non-operator Equity 40% Product Oil prone basin Morrocco Rabat Deep I-VI Non-operator 25% Oil prone basin Ireland FEL 3/14, 4/14, 5/13, 5/14 & LO 16/14 Operator 60%–100% Oil or gas prone basin Latin America Peru Block 108 Role Non-operator Equity 35% Product Oil prone basin 1. Operations ceased at the Balnaves oilfield in March 2016, with the permanent departure of the Armada Claire FPSO facility in early April 2016. 2. In September 2015, Woodside entered into a conditional agreement to sell interests in the Laminaria-Corallina Joint Venture. This transaction was completed in April 2016. 3. For further information on Woodside’s Australian titles, please refer to the titles register website (neats.nopta.gov.au). 4. Operator for deep-water drilling. 5. Woodside farm-in to Luna-Muetse Block is awaiting final Government approval. 136 Woodside Petroleum Ltd | Annual Report 2016 Summary charts Product view Regional view Investment Gas and condensate* Oil* Exploration and other 2016 63% 24% 13% 2015 89% 4% 7% *Indicative only as some assets produce oil and gas. Investment Australia Canada Rest of World 2016 69% 7% 24% 2015 80% 18% 2% Our investment expenditure was primarily directed towards Wheatstone LNG as well as acquisitions in Senegal and Australia. Capital investment in 2016 was primarily in the north-west of Australia, with the majority of the remainder in Canada and Senegal. Production Natural gas* Oil Condensate 2016 83% 7% 10% 2015 78% 13% 9% Production Australia Canada Rest of World 2016 98% 2% 0% 2015 99% <1% 0% * Includes LNG, LPG and pipeline gas. The majority of our production is from natural gas at the NWS and Pluto LNG. The proportion of natural gas increased in 2016 due to continued strong production at the NWS and Pluto LNG. Australian assets continue to provide the majority of Woodside’s production volumes. Sales revenue Sales revenue Natural gas* Oil Condensate 2016 81% 8% 11% 2015 76% 15% 9% * Includes LNG, LPG and pipeline gas. Australia Canada Rest of World 2016 99% <1% 0% 2015 99% <1% 0% Gas continues to provide the majority of our sales revenue. The contribution of natural gas and condensate increased in 2016 due to continued strong production at the NWS and Pluto LNG. The majority of our revenue is currently derived from Australia. Reserves (Proved plus Probable) Reserves (Proved plus Probable) Dry gas Oil Condensate 2016 86% 5% 9% 2015 88% 3% 9% Australia Canada Rest of World 2016 99% 1% 0% 2015 99% 1% 0% Gas represents the largest portion of Woodside’s Proved plus Probable reserves. Oil reserves increased in 2016 with the decision to develop the Greater Enfield Project. The majority of Woodside’s Proved plus Probable reserves are located in Australia. We anticipate a greater diversity in the future resulting from our global exploration and business development activities. Woodside Petroleum Ltd | Shareholder Information 137 SHAREHOLDER INFORMATION Ten-year comparative data summary 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 Profit and Loss (USDm)1 Balance Sheet (USDm)1 Cash Flow (USDm) and Capital Expenditure (USDm)1 Volumes Other ASX Data Operating Revenues Australia Pipeline Gas Australia LNG Australia LPG Australia Condensate Australia Oil Australia LNG Processing Revenue Australia Trading Revenue Other International Total EBITDAX EBITDA2 EBIT Exploration and Evaluation Depreciation and Amortisation Amortisation of Licence Acquisition Costs Impairment/(Impairment Reversal) Net Finance Costs Tax Expense Non-controlling Interest Reported NPAT Reported EPS (cents)3 DPS (cents) Total Assets Debt Net Debt Shareholder Equity Cash flow from Operations Cash flow from Investing Cash flow from Financing Capital Expenditure Exploration and Evaluation Oil and Gas Properties and Property, Plant and Equipment ROACE4 Return on Equity Gearing Sales (million boe) Australia Pipeline Gas Australia LNG Australia LPG Australia Condensate Australia Oil Other International Total (million boe) Production (million boe) Australia Pipeline Gas Australia LNG Australia LPG Australia Condensate Australia Oil Other International Total (million boe) Reserves (Proved plus Probable) Gas (Tcf) Reserves (Proved plus Probable) Condensate (MMbbl) Reserves (Proved plus Probable) Oil (MMbbl) Other Employees Shares (%) (%) High (A$) Low (A$) Close (A$) Number (000’s) Number of Shareholders Market Capitalisation (USD equivalent at reporting date) Market Capitalisation (AUD equivalent at reporting date) Finding Costs ($/boe) (3 year average)5 Reported Effective Income Tax Rate Net Debt/Total Market Capitalisation 292 2,751 34 413 302 202 70 11 4,075 3,004 2,734 1,388 270 1,320 26 - 48 367 105 868 104 83 24,753 4,973 4,688 14,839 2,587 (2,473) 51 965 1,214 6.2 5.8 24.0 12.9 63.6 0.7 9.3 6.9 1.6 95.0 12.9 63.7 0.7 9.3 6.7 1.6 94.9 7.09 124.2 74.4 295 3,095 34 421 650 180 354 1 5,030 3,443 3,063 441 380 1,517 22 1,083 85 243 87 26 3 109 23,839 4,441 4,319 14,226 2,475 (5,555) (58) 1,305 4,309 2.0 0.2 23.3 13.2 57.6 0.7 8.5 12.5 0.2 92.7 13.1 57.5 0.7 8.4 12.3 0.2 92.2 7.59 133.5 42.6 376 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 2,414 293 255 24,082 2,586 (682) 15,824 4,785 (617) (3,119) 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 1,749 213 249 23,770 3,764 1,541 15,225 3,330 (1,059) (2,470) 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 2,983 366 130 24,810 4,340 1,918 15,148 3,475 161 (1,252) 375 1,509 127 860 1,795 - - 136 4,802 3,423 2,864 2,212 559 627 28 (3) 26 677 2 1,507 190 110 23,231 5,102 5,061 12,658 2,242 (3,533) 362 309 1,310 115 708 1,579 - - 172 4,193 3,431 3,126 2,256 305 749 24 97 (18) 697 2 1,575 204 105 20,196 4,915 3,952 11,091 2,104 (2,941) 608 378 769 94 571 1,496 - - 179 3,487 3,427 3,209 2,303 218 752 35 119 12 823 (6) 320 1,007 112 669 2,685 - - 252 5,045 4,017 3,765 2,852 252 732 49 132 19 1,287 - 1,474 210 95 17,753 4,939 3,732 8,812 1,483 (4,708) 4,207 1,546 225 100 10,317 2,044 1,946 4,633 3,224 (3,892) 684 227 619 92 577 1,521 - - 325 3,361 2,598 2,241 1,560 357 541 83 57 8 687 - 864 128 91 8,515 903 782 4,458 2,082 (1,700) (522) 261 425 17.5 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 6.65 117.1 54.1 166 420 12.0 11.5 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 7.09 383 1,145 18.3 19.7 11.2 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 7.51 778 2,651 11.8 11.9 28.6 14.0 22.4 1.1 7.8 15.7 2.9 63.9 14.0 22.6 1.2 7.9 16.0 2.9 64.6 7.80 703 273 418 2,933 3,992 4,031 13.5 14.2 26.3 14.8 22.7 1.3 9.1 19.8 4.5 72.2 14.8 23.2 1.4 9.1 19.7 4.5 72.7 8.02 19.0 16.7 29.8 18.4 21.3 1.5 9.7 24.3 5.5 80.7 18.4 21.5 1.5 9.5 24.5 5.5 80.9 7.79 147.8 37.1 33.4 29.6 18.9 17.0 1.2 7.9 29.8 5.4 80.2 18.9 17.4 1.2 7.9 30.5 5.4 81.3 7.90 151.4 447 1,965 24.3 19.4 14.9 16.4 17.0 1.2 7.8 20.4 6.9 69.7 16.4 17.4 1.2 8.0 20.5 7.1 70.6 7.80 152.1 125.2 130.9 138.7 154.7 67.0 95.9 108.5 117.5 136.1 168.8 170.2 3,511 31.88 23.94 31.16 842,445 214,350 3,456 38.33 26.20 28.72 823,911 225,138 3,803 44.23 33.71 38.01 823,911 227,798 3,896 3,997 3,856 39.54 38.16 50.85 33.29 30.09 29.76 38.90 33.88 30.62 805,672 823,911 823,911 217,383 208,277 205,868 3,650 49.28 40.56 42.56 783,402 201,134 3,219 53.87 31.19 47.20 748,599 175,257 3,124 70.51 26.81 36.70 698,553 141,035 2,981 56.66 34.81 50.39 688,331 131,460 18,922 17,250 25,664 28,579 28,983 25,287 33,745 31,567 17,717 30,353 26,251 39.06 35.9 24.8 (%) (%) 23,663 31,317 32,050 27,914 24,670 33,342 35,334 25,637 34,685 107.45 49.8 25.0 44.09 30.1 (2.7) 30.43 29.8 5.4 14.09 27.2 6.6 12.67 30.5 20.0 6.12 25.2 11.6 5.71 33.7 11.8 3.35 32.6 11.0 3.60 35.8 2.6 1. Comparative financial information prior to 2010 has been converted on a consistent basis in accordance with Note 1(o) to the 2010 Financial Report. Cash flow and capital expenditure have been converted using a consistent approach adopted on a conversion of expenses. 2. The calculation for EBITDA has been updated to exclude impairment and amortisation of licence acquisition costs. 2007 to 2013 EBITDA numbers have been restated to reflect this change in calculation. EBIT is calculated as a profit before income tax, PRRT and net finance costs. 3. Earnings per share has been calculated using the following weighted average number of shares: 2016: 835,011,896; 2015: 822,943,960; 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. 4. 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 2007 to 2013 has been restated to include this change. 5. Finding cost methodology is in accordance with the FAS69/SEC industry standard. 138 Woodside Petroleum Ltd | Annual Report 2016 Annual Report 2016 Head Office: Woodside Petroleum Ltd 240 St Georges Terrace Perth WA 6000 Postal address: GPO Box D188 Perth WA 6840 Australia T: +61 8 9348 4000 F: +61 8 9214 2777 E: companyinfo@woodside.com.au Woodside Petroleum Ltd ABN: 55 004 898 962 woodside.com.au 

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