Woodside Petroleum : 01.03.2017 Annual Report 2016

Woodside Petroleum Ltd | i

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

SUSTAINABLE DEVELOPMENT REPORT

2016

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.

at our onshore and offshore facilities to

conduct high-risk inspections more safely and efficiently.

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.

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

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.

Overview

About Woodside 1

Our areas of activity 2

Marketing and shipping 43

Marketing and shipping 44

Corporate 47

Operating and Financial Review

Financial summary 16

Strategy, capital management and business model 18

Our 2017 priorities 20

Exploration 22

Global exploration 23

Australia and Asia-Pacific 24

Atlantic Margins 24

Sub-Saharan Africa 25

Projects and Developments 26

Senegal 27

Wheatstone LNG 28

Myanmar 30

Greater Enfield Project 31

NWS subsea tiebacks 31

Kitimat LNG 32

Scarborough 33

Browse LNG 33

Operations 35

Pluto LNG 36

North West Shelf Project 38

Australia oil 40

International gas production 41

Technology and innovation 56

Risk 58

Reserves and resources 60

Governance

Woodside Board 66 Corporate Governance Statement 68 Directors' Report 69 Remuneration Report 71

Financial Statements 91

Shareholder information

Shareholder statistics 129 Business directory 131 Key announcements 2016 132 Events calendar 2017 132 Glossary, units of measure and conversion factors 133 Index 135 Asset facts 136 Summary charts 137

Ten-year comparative data summary 138

Woodside Petroleum Ltd | Overview iii

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