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Powerful Platform

BHP Billiton Petroleum
Annual Review 2012

Endless Opportunity
The strength of a super-major. The agility of an independent.
Our business is built on a powerful platform of high quality oil and gas resources, functional excellence, operating discipline and financial strength. We have the people and skills to take on complicated and diverse opportunities and the flexibility to move quickly to deliver value in any environment.

COVER: BHP Billiton Petroleum Eagle Ford shale drilling operations located in Texas, Onshore United States. THIS PAGE: Shenzi, a BHP Billiton Petroleum operated stand-alone
tension leg platform in the Gulf of Mexico.

2 Petroleum Annual Review 2012

BHP Billiton Petroleum
Operating and financial Highlights financial Year 2012
12-month periods ending June 30 BHP BIllITOn GROuP fInAnCIAl PERfORmAnCE (US$ in Millions) Turnover Underlying EBIT 1 PETROlEum fInAnCIAl PERfORmAnCE (US$ in Millions) Turnover (including third party) Underlying EBIT Average Realized Oil Price (US$/barrel) PROduCTIOn And RESERVES TOTAl Production – Million boe 2 Production – Thousand boe per day 2 Reserves – Millions boe
1 2

Table of Contents
4
2012 2011 2010 2009

forward-looking Statements This document includes forward-looking statements within the meaning of the US Securities Litigation Reform Act of 1995 regarding future events and the future financial performance of BHP Billiton. Forward-looking statements can be identified by the use of terminology such as ‘intend,’ ‘aim,’ ‘project,’ ‘anticipate,’ ‘estimate,’ ‘plan,’ ‘believe,’ ‘expect,’ ‘may,’ ‘should,’ ‘will,’ ‘continue’ or similar words. These statements discuss future expectations concerning the results of operations or financial condition, or provide other forward-looking statements. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause actual results to differ materially from those expressed in the statements contained in this document. No representation or warranty is made as to the accuracy, completeness or reliability of the information and should not be relied upon as a recommendation or forecast by BHP Billiton. Unless legally required, BHP Billiton undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more detail on those risks, you should refer to the sections of our annual report on Form 20-F for the year ended 30 June 2012 entitled ‘Risk factors,’ ‘Forward-looking statements’ and ‘Operating and financial review and prospects’ filed with the US Securities and Exchange Commission.

Letter from the Chief Executive Health, Safety, Environment and Community Performance

6
72,226 27,238 71,739 31,980 52,798 19,719 50,211 18,214

11 Financial Performance 14 People 16 Exploration 22 Development 28 Production 38 Marketing 40 Leadership Team 42 Global Operations Map

12,937 6,348 110.66 222.3 634 2,559

10,737 6,330 93.29 159.4 437 1,834

8,782 4,573 73.05 158.6 434 1,394

7,211 4,085 66.18 138.0 378 1,381

Underlying EBIT is earnings before net finance costs, taxation and any exceptional items. During 2010, Gulf of Mexico natural gas production was restated to a dry gas number. The impact was an increase in reported volumes (2010: 159 MMboe from 157 MMboe; 2009: 138 MMboe from 137 MMboe).

fayetteville, Arkansas
BHP Billiton shale drilling operations located in Arkansas, Onshore United States.

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Letter from the Chief Executive 5

letter from the Chief Executive

On Course
Financial year 2012 was a period of tremendous change for BHP Billiton Petroleum.
We had a strong year in all of the operational components to our business – exploration, project development, drilling and our producing operations around the world.
We further strengthened our position in the Onshore uS business through the acquisition and successful integration of Petrohawk Energy Corporation where we took new major positions in the Haynesville, Eagle ford and Permian fields to complement our fayetteville position. As a result, we increased our workforce by 44 percent. We now operate over 40 land drilling rigs in addition to our deepwater drilling around the world. These are big, big steps.
We are on course for continued progress in financial year 2013, and have a powerful combination of resources, personnel and a solid functional approach to the business to continue our record of accomplishment and growth. We have a diversified portfolio of oil and gas opportunities that gives us a lot of flexibility to respond to market changes. Our volume growth target of 10 percent compounded annual growth from 2011 through 2020 is expected to continue, and will be adjusted to maximize value in response to market conditions. Many of our competitors would like to replicate this strong position. We will now take this same approach to each of our four giant fields in the Onshore US business, with a goal of becoming the safest company in industry. This is a significant challenge that will require daily focus and dedicated effort. We are proud of our HSEC achievements, and we are confident that we will continue to make progress towards our goal of Zero Harm this financial year.

BHP Billiton Petroleum is one of the safest oil and gas companies in the industry.
worldwide conventional business, we continue to lead the industry in drilling performance and our operated major projects continue to be completed on-time and on-budget. Our total production averaged over 600,000 barrels of oil equivalent per day, which was achieved despite extended downtime at our non-operated conventional business in the Gulf of Mexico, combined with the impact of decreased activity in our dry gas Onshore US fields in response to lower US gas prices. Our operated producing facilities in the conventional business recorded uptime performance of 94 percent during financial year 2012. Our operating expenses per barrel remained near US$6 and our depreciation per barrel was below US$14. All of these metrics are highly competitive and, when combined with our excellent financial terms in the United States and Australia, the result continues to be high earnings and cash flow per barrel. In financial year 2013, we expect continued production growth from our Onshore US fields where we will invest over US$4 billion in drilling and facility development. We will also continue to add development wells in our Gulf of Mexico fields where we operate or have significant working interest in three of the largest fields in industry – Shenzi, Mad Dog and Atlantis. Also, we will start up the new Macedon gas project in Western Australia. Overall we plan to spend over US$6.5 billion in capital worldwide and another US$775 million in conventional exploration. We will drill several high impact wildcat exploration wells in the Gulf of Mexico, Southeast Asia and Western Australia, while also running major seismic programs in India, the Philippines and offshore South Africa.
J. MicHael Yeager CHIEF ExECUTIvE, BHP BILLITON PETROLEUM

The Way We Work
BHP Billiton Petroleum’s functional excellence approach and focus on continuous improvement are key elements to our success. We apply our deep functional expertise in all aspects of our business with a goal of handling each segment of a problem with world-class skills. We plan our activities thoroughly and then execute them flawlessly with a highly skilled workforce using common work processes worldwide. Our scalable organizational model of centralized excellence and decentralized execution has achieved significant success in our conventional activities around the world. We are now taking the same approach with the Onshore US business and expect the same level of success in the coming years. We will continue to expand our workforce and plan to hire over 500 new employees this financial year. We have opportunities that are unique in the industry and we are always looking for more. We intend to become one of the largest independent oil and gas companies in the world, as part of one of the largest corporations in the world. Above all, we intend to be the safest company in the business.

Believing in Zero Harm
We are one of the safest oil and gas companies in the industry. Over the last six years, we have experienced continuous improvement in our Health, Safety, Environment and Community (HSEC) programs. Our progress over the last year was no different. The total recordable injury rate within our conventional business was 1.34 which is the best ever in our history, and firmly places BHP Billiton Petroleum in the top quartile of the industry. This success is the result of a focused effort to do every task we carry out in a strong functional manner that is under control, to understand the root cause of incidents and implement solutions intended to prevent the same issue from occurring anywhere else within our global operations.

Continued Growth
Our production volumes increased 40 percent over the prior year driven by the acquisition, successful integration and continued development of our Onshore US shale assets. In our

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Health, Safety, Environment and Community 7

Health, Safety, Environment and Community Performance

Total recordable injury Frequency (TriF)*
Total Recordables per fY 12-month rolling TRIf

Total greenhouse gas (gHg) emissions*
CO2e – Carbon dioxide equivalent

Rolling 12-month Average Frequency (Per Million Hours Worked)

Rolling 12-month Average Frequency (Per Million Hours Worked)

Total Recordable Injuries Per Year

Total Lost-Time Incidents Per Year

Commitment to Zero Harm
50 40 30 20 10 0 FY06 FY07 FY08 FY09 FY10 FY11

5

50

5

2500

4

40

4

2000

1000 Tonnes Of CO2e

3

30

3

1500

2

20

2

1000

We believe that Zero Harm to our people, the environment and our communities is achievable through comprehensive systems and processes for safe operations.
0

1

10

1

500

0 FY08 FY09 FY10 FY11 FY12

0

0 FY08 FY09 FY10 FY11 FY12

In FY2012, we reduced our recordable injury rate by 16 percent, from 1.59 in FY2011 to 1.34, an average 9.6% decline each year since 2008. This is an excellent result due to our people always putting health and safety first and embracing accountability for safety.

The increase in GHG emissions during FY2012 is primarily due to higher natural gas fuel use resulting from an increase in production.

In the 2012 financial year, BHP Billiton Petroleum continued its trend to reduce the frequency of injuries at operations around the world.

Hydrocarbon Spill Volumes*

categorizing Personal and Process Safety

Health, Safety and Environment
Our programs aim to ensure all risks are identified, properly understood and controlled. Part of this is undertaking thorough investigations of any incident to determine the cause to prevent it from happening again. Process safety management is the proactive identification, evaluation and prevention of releases that could occur as a result of failures in process, procedures or equipment. It is an important obligation when carrying out our oil and gas exploration and production activities. Our process safety programs focus on the integrity of our facilities and prevention of hydrocarbon loss of containment – we make sure we have effective design, engineering, maintenance, training and procedures to prevent incidents.

9 8 7 Volume (Liquid In Barrels) 6 5 4 3 2 1 0 FY08 FY09 FY10 FY11 FY12

Personal Safety

Process Safety

We have maintained a top quartile performance rating for spill intensity (volume spilled per unit of production) in the oil and gas industry for a number of years. During FY2012, the largest single spill was 0.35 barrels of oil.

Process safety is just as important to us as personal safety and an important part of our health, safety and environment accountability.

C.R. luigs drillship: Taking accountability for personal and process safety.
*This Review reflects BHP Billiton’s operated assets and does not incorporate health, safety and environment data for the recently acquired Onshore US business. Onshore US health, safety and environment data will be incorporated in BHP Billiton Petroleum’s internal reporting system commencing financial year 2013. BHP Billiton has complied with local, state and federal regulatory reporting requirements throughout the integration of these new assets.

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Community Investment by Program Category

Health, Safety, Environment and Community 9 Community Investment by Program Category

We complete a social baseline study to measure the quality of life and social and economic environment to identify our focus areas in our communities.

Community Investment Petroleum Matched giving FY2012 by Program Category
Donation 82% Fundraising 17% Volunteering 1%

Community Investment Petroleum community investment by Program category FY2012 by Program Category
Education 56% Health 29% Community Development 10% Environment 5%

Our people do great things in the community. We recognize this and match dollar-for-dollar, donations, fundraising and volunteer hours gifted by our employees to charities of their choice. In FY2012, fundraising, donations and volunteering by employees amounted to $1,656,949 (including BHP Billiton’s matched share).

Donation 82% Fundraising 17% Volunteering 1%

We develop partnerships that foster sustainable community growth, such as enhancing socioeconomic benefits from our operations and supporting education initiatives.

Education 56% Health 29% Community Development 10% Environment 5%

ningaloo Reef, Western Australia: Support for a whale-watching program at Western Australia’s World Heritage Ningaloo Reef.

Sindh Province, Pakistan: In Pakistan, BHP Billiton Petroleum encourages the involvement of women in education. BHP Billiton-supported schools employ over 100 people, over 60 percent of them women, and educate hundreds of children, of which 78 percent are girls.

Community
We live in the communities of our business activities and endeavor to make a positive contribution to the lives of people who live near our operations. At BHP Billiton Petroleum, we build upon our work in the community by completing a social baseline study to measure the quality of life and social and economic environment to find what focus areas we should target for community development. One example is in Pakistan where we support education to improve the standard of living of our host community. Our 2012 Social Impact and Opportunity Assessment, conducted by an independent consultant, found that an adult literacy program we support has taught over 500 local women how to read and write, and BHP Billiton Petroleum funding has upgraded nearly 40 percent of school infrastructure in the region. The same study found that BHP Billiton Petroleum contributed to more than half of road infrastructure in the area around the Zamzama Gas Plant. Similarly, a water improvement program is intended to deliver a permanent, reliable and clean water supply to the communities surrounding the Zamzama facility. We installed 190 hand pumps and filtration units in 85 villages to draw water from a shallow underground aquifer and trained community members on how to use and maintain them. We have plans to install filtration units in 40 additional villages in the region.

In addition to our efforts in Pakistan, we have numerous community projects and programs across our global operations. In Trinidad and Tobago, where tourism is important to the economy and depends upon sustainable environmental policies to draw tourists to the area, we are a founding partner of the Turtle village Trust. It creates employment for over 100 community members and supports local business development linked to the tourism industry and the conservation of the leatherback turtle population. In Australia, we supported a whale-watching program at the World Heritage Ningaloo Reef. In the Onshore US business, we are engaging with community and other stakeholders to identify the best way we can support communities in Arkansas, Louisiana and Texas. These are just a few examples of BHP Billiton Petroleum’s commitment to sustainable development and community.

Houston, Texas: BHP Billiton Petroleum employees volunteer to rebuild homes with Rebuilding Together Houston.

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Financial Performance 11

financial Performance

integrating Best Practice Health and Safety
A common approach to all tasks and the standardization of equipment and processes have been the key drivers for integrating the shale business into BHP Billiton Petroleum’s operations.
After acquiring Petrohawk Energy Corporation in 2011, BHP Billiton Petroleum’s Health, Safety, Environment and Community (HSEC) team began the task of aligning safe work practices for the new onshore shale operations, in collaboration with Petrohawk’s experts and experience.
We identified emergency and medical response capabilities as an important place to start. In just 90 days, we successfully established new emergency response processes and plans. We worked closely with local county emergency response services, such as police, fire and ambulance services, to align our procedures. Site-based teams are trained and equipped to deal with operational or medical emergencies. We have also begun working with our onshore contracting partners on BHP Billiton Petroleum safe operating procedures and HSEC expectations. The benefits are already visible in our securing of the latest generation of land drilling rigs that are more environmentally efficient and include more automation to remove our people from risky activities.

Robust financial Performance
BHP Billiton Petroleum delivered a strong financial performance, with Underlying eBiT unchanged from the previous year at US$6.3 billion.
Our combination of resource diversification, technology, strong operational performance, solid financial position and long development horizon provides us with a distinct advantage.
Excellent performance by our operated offshore global assets and the successful integration of our Onshore US shale liquids and gas assets contributed to a 40-percent increase in production over the year. We forecast production to increase even further to approximately 240 million barrels of oil equivalent in the 2013 financial year, underpinned by the recommencement of production at non-operated assets in the Gulf of Mexico and an expansion in activity in our liquids-rich Onshore US acreage. Developing our liquids-rich shales, such as Eagle Ford, will complement our traditional project pipeline given the rapid payback on investment and high rates of return.

Onshore uS: Aligning safe work practices and procedures in our Onshore US operations.

earnings Before interest and Tax
EBIT incl. Third-Party Products EBIT Margin

annual Volume
Liquids Gas

7000

100%

250

6000

90%

5000

80%

Annual volume – MMboe

200

EBIT – $ million

EBIT Margin

4000

70%

150

3000

60%

100

2000

50%

50

1000

40%

0 FY08 FY09 FY10 FY11 FY12

30%

0 FY08 FY09 FY10 FY11 FY12

Strong Underlying EBIT of US$6,348 million was essentially unchanged from the prior year despite substantial production deferments at high-margin assets in the Gulf of Mexico and North West Shelf.

FY2012 represents another year of record volumes for BHP Billiton Petroleum with production of 222.3 million barrels of oil equivalent. Petroleum volumes increased 40 percent over the prior year driven by the acquisition and successful integration of our Onshore US shale assets.

12 Petroleum Annual Review 2012

Financial Performance 13

investment
Capital Expenditure
8000 7000

Production and reserves replacement
Exploration Expenditure Production volume
250

reserves
Australia
12

Proved Reserves Replacement Ratio
500%

United States

Worldwide/Other

Expenditures – $ Millions

Reserves – Billion boe

6000 5000 4000 3000 2000 1000 0 FY08 FY09 FY10 FY11 FY12

Production volume – MMboe

200

400%

Proved Reserves Replacement Ratio

10

8

150

300%

6

100

200%

4

Our strong financial platform allows us to take a long-term approach. By focusing on the fundamentals, our operating costs continue to be among the lowest in the industry.

50

100%

2

0 FY08 FY09 FY10 FY11 FY12

0%

0

Proved (1P)

Proved+Probable (2P)

Proved+Probable+ Contingent (2P+2C)

Total investment grew significantly during the financial year due to development spending in the acquired Onshore US fields and an increase in exploration spending.

We have achieved complete reserves replacement for the past five years. Financial year 2012 proved reserve additions of 624 million boe from the Petrohawk assets were the most significant factor in achieving an exceptional reserves replacement ratio of 429 percent.

Proved Reserves were 2,559 million boe at 30 June 2012. Proved + Probable Reserves were 3,213 million boe and on a Proved + Probable + Contingent Resources basis were 10,790 million boe. This demonstrates the depth of future options for growth within our globally diverse portfolio.

Shenzi, Gulf of mexico: Strong performance by our operated offshore assets and the Onshore US business contributed to a 40-percent increase in production over the year.

Unit Depletion, Depreciation & amortization (DD&a)*

Unit Operating costs*

US$13.80 per boe
Peer Group
25

US$6.90 per boe
Peer Group
20

BHP Billiton

BHP Billiton

20

Unit Operating Costs – $ per boe
FY08 FY09 FY10 FY11 FY12

16

Unit DD&A – $ per boe

15

12

10

8

5

4

0

0 FY08 FY09 FY10 FY11 FY12

DD&A grew from financial year 2011 levels to US$13.80 per boe and remained very competitive against historical benchmark data. This reflects the high quality of our existing assets and continued cost control in our major capital projects. Our sustained low unit DD&A is consistent with our strategic objectives of building a business based on long-life and low-cost assets. *Peer Group includes Anadarko, Apache, BG Group, Hess, Marathon, Noble and Talisman.

Operating costs were US$6.90 per boe and continue to be among the lowest in our industry when compared to historical benchmark data. This has been achieved through strong operating discipline to safely maximize output from our producing assets and to manage costs. *Peer Group includes Anadarko, Apache, BG Group, Hess, Marathon, Noble and Talisman.

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People 15

customized careers
People

Where People Want to Be
We put the right experts on the job and focus on the fundamentals.
We believe an organization with the right people in the right position, can achieve success. Our business requires talented and committed people from a wide range of disciplines and skills. We want to attract the very best experts, and we provide an environment where everyone is challenged and guided to realize their potential.
We assess the competencies of our employees to accelerate the development of our people and identify skill strengths and opportunities around the world. We may find we are rich in one skill and lighter in other areas and create training and development adjustments as needed. To attract the best people in the business, we provide our employees with excellent conditions and rewards. Our people are given the opportunity to develop their skills to provide the greatest contribution to the company and further their career.

Two powerful factors help drive BHP Billiton Petroleum’s success – people and functional excellence.

functional Excellence
The complexity and scope of our business requires deep functional excellence, which means focusing on a particular discipline in our business and developing world-class skills in that area. This ensures that work is performed by experts and that we make the best possible decisions.

Houston, Texas: We have a clear view of every person’s experience, capabilities and team requirements around the world.

Opportunities for Talented People
Our model of functional excellence gives people the opportunity to develop their skills so that they make the highest-value contribution to the company and progress in their career. High performing people drive our business, and we have a comprehensive career development program to advance talented people through the organization. Our Career Ladder maps career pathways and desired skills, knowledge and competencies for employees as they move forward in the business.

Effective teams need to be resourced appropriately and have a range of skills, capabilities and levels of experience. Our leaders are personally involved in managing the careers of each individual in our functional job families and carefully align individual development needs with the different requirements of our operations and project pipeline.
We use management tools to analyze and model competencies in different teams. This gives us a clear view of every person’s experiences and capabilities and overall team requirements around the world. From this, we can align resources effectively and develop options for rotating talented people to different areas.

We want to develop a deep set of competencies for everyone at BHP Billiton Petroleum. A rigorous, annual performance review process facilitates an assessment of each person’s capabilities, identifies areas for further development and creates a plan to achieve those goals. We find professionals are more fulfilled when they experience a diversity of challenges over the course of their careers, so we have built a system that tracks capabilities and provides real-world experience in order to develop our people to be the best in their field.

Angostura, Trinidad and Tobago: Our 4,000-plus employees are the foundation of our business.

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Exploration 17

Exploration
BHP Billiton Petroleum’s exploration strategy is to grow our resource base through large discoveries in proven basins.
The Gulf of Mexico and offshore Western Australia continue to be focus areas that underpin our exploration program. In financial year 2012, our major discovery was Tallaganda in Western Australia’s offshore Carnarvon Basin, opening up a large area close to our existing fields.

Seismic Operations
In financial year 2012, we conducted seismic surveys in the Philippines and Malaysia with the intention of capitalizing on our deepwater competence in this world-class region in the future.

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Exploration 19

Exploration

A disciplined Approach to Exploration
We have two focus areas based on BHP Billiton Petroleum’s production heartlands – the gulf of Mexico and offshore Western australia.
Both of these are proven world-class basins with significant running room for material opportunities, relatively stable fiscal terms and reasonable probabilities for success.
Our strategy is to focus on material opportunities, at high working interest, with a bias for operatorship.

discoveries Offshore
Transocean’s GSF C.R. Luigs 10,000 foot ultra deepwater drillship, located in the Gulf of Mexico.

Australia
The Tallaganda discovery in Australia’s Carnarvon Basin marks our biggest discovery in 2012 and opens up a large area of captured acreage with many potential follow-up opportunities. Our successful drilling of the North Scarborough appraisal well proves a significant extension to the Scarborough gas resource. We are committed to this basin and have accumulated additional prospective acreage in the region over financial year 2012.

making discoveries with the latest Technology
Our exploration team is producing results using the latest geological and geophysical technology to locate new resources, enabling the potential for significant growth in the next financial year. We are at the forefront of technological innovation in the industry, completing seismic surveys with cutting-edge acquisition and processing technologies. Promising results using broadband seismic technology in India have prompted the exploration team to test a similar process in Malaysia. BHP Billiton Petroleum values early adoption of technology for competitive advantage, and the seismic imaging team’s efforts in Southeast Asia demonstrate this ambition.

united States – Gulf of mexico
During financial year 2012, our exploration team returned to work in the Gulf of Mexico, successfully drilling near field exploration and appraisal wells, including Mad Dog North, Shenzi North and Gunflint. In the recent lease sale, we are the apparent high bidder on 20 new blocks that could add significantly to our position in this core basin. In financial year 2013, we will execute a significant drilling campaign and continue to evaluate opportunities to expand our acreage position in this proven basin. We have world-class assets currently operating in the region, with plans to add new acreage to our robust Gulf of Mexico portfolio.

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Exploration 21

Gulf of mexico
Texas louisiana

leaders in their Field
Seismic imaging is at the core of BHP Billiton Petroleum. Without quality sub-surface images, upstream operations cannot commence. Our scientists help generate seismic datasets for exploration, development, production and planning activities.
Our first-rate Seismic Processing and Imaging Team, a part of BHP Billiton Petroleum’s Geoscience Operations, is an industry leader in technological innovation.
Our experts are plugged into the scientific community to keep at the leading edge of technology, participating in industry-wide technical conferences, providing technical peer reviews and contributing to industry publications. Our scientists believe it is the relatively small size of the group, enhanced by the team’s varied backgrounds, that gives them the opportunity for exposure and involvement across the company. What sets the team apart from others of our size is that the company has a financially powerful platform which can enable the implementation of hightechnology solutions. Geoscience at BHP Billiton Petroleum is an exciting place to be, with great opportunities for high-performing people.

Western Australia
Gulf of mexico

South East Asia

South China Sea Indian Ocean

Philippines

mississippi

Tallaganda Discovery

Indian Ocean

In financial year 2012, the Seismic Processing and Imaging Team helped solve several complex issues. They used novel broadband acquisition and processing techniques to illuminate sub-basalt images in a frontier region critical to Petroleum’s exploration program. They were also the first to commercially apply tilted orthorhombic pre-stack depth migration to substantially improve images of the sub-surface reflectivity in an onshore area with complex geology. These and other new seismic volumes should improve planning for future exploration, development and production programs.

Seismic Processing and Imaging Team: The team has numerous technology benchmark projects with research institutions around the world.

Western Australia note: Maps and acreage are not to scale.

Brunei

malaysia

Exploration blocks/acreage held by BHP Billiton Petroleum

Southeast Asia
Southeast Asia is another world-class province in which we operate. Industry is just beginning to move into deepwater and our intent here is to capitalize on our deepwater competence, developed in our Gulf of Mexico and Western Australian heartlands, and be at the forefront of this move. In Financial Year 2012, we broadened our acreage position, executed seismic acquisition operations in Malaysia and the Philippines and added resources with two discoveries in Brunei.

Working with Communities
Our New ventures team is always on the lookout for new opportunities. After acquiring an interest, the team uses seismic surveys as one of many tools to search for hydrocarbons within the licensed area. Seismic work can often occur in environmentally sensitive areas, so working with the local community and government is extremely important. When our seismic acquisition team arrived in the Philippines, they worked with local industry and government to create a plan that was suitable for all parties. We collaborated with local fishermen, the Bureau of Fisheries and Aquatic Resources and a local recovery crew to successfully remove 93 fishing devices from an area in which we were undertaking seismic surveys. We also compensated local fishermen for the short-term interruption to their livelihoods during the seismic survey.

Other Areas
In addition, we own significant acreage offshore South Africa and India. In both areas we are planning major 3D seismic acquisition programs for financial year 2013.

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Development 23

Development
BHP Billiton Petroleum has a significant number of development projects in the pipeline. With a strong foundation in place, we are prepared to embark on a host of exciting projects in financial year 2013.
The drilling team at BHP Billiton Petroleum sets industryleading safety and operational standards by identifying ways to eliminate safety hazards. Maintaining common worldwide standards, cultivating a culture of continuous improvement and focusing on hazard elimination creates a scalable and proven system applicable to any onshore or offshore drilling operation at BHP Billiton Petroleum. Onshore uS
Development of liquids rich shales complements our traditional project pipeline given the rapid payback on investment and high rates of return.

24 Petroleum Annual Review 2012

Development 25

development

development Opportunities
BHP Billiton Petroleum’s capital spend during financial year 2012 was US$5.8 billion, consistent with our commitment to long-term growth.
BHP Billiton continues to invest in development opportunities for long-term growth for the future.

united States – Gulf of mexico
The Shenzi Water Injection Project will increase ultimate recovery by nearly 115 million barrels of oil equivalent (100 percent basis) over the next 20 years, enhancing our long term growth profile in the Gulf of Mexico. BHP Billiton Petroleum was the first to use ultra-filtration and sulfate-removal technology for seawater treatment on an offshore facility with our Shenzi Water Injection Project. We installed new topsides equipment and subsea facilities to treat and inject up to 125 thousand barrels per day of seawater at 7,000 pounds per square inch into the Shenzi field via three to five new water injection wells. Shenzi’s record of high uptime of 92 percent and production near 100,000 barrels of oil per day during execution of this complex project is a testament to the skill and expertise of our team in the Gulf of Mexico. Facilities were completed safely and under budget, and the first increase in the production rate is expected in financial year 2013.

Australia
We anticipate the US$1.5 billion (100 percent basis) Macedon gas development project will play a significant role in providing natural gas to strong markets in Australia. The Macedon field is located approximately 100 kilometers west of Onslow off the Western Australian coast. Four offshore production wells will supply a wet gas pipeline to an onshore domestic gas treatment plant. The gas plant will have a design capacity of 200 million standard cubic feet per day. First production from this important project is expected during calendar year 2013.

united States – Onshore
Using local contractors, BHP Billiton Petroleum invests in critical pipeline infrastructure to bring valuable gas and liquids to market. In financial year 2012 we installed approximately 310 miles of pipeline infrastructure in the Eagle Ford and Permian shales. In coming years we expect to construct six new processing plants to add significant capacity and lay approximately 800 miles of pipeline to link our operations in the Eagle Ford.
Texas, Onshore uS: Our development team is taking critical steps to expand take-away capacity through on-time and on-budget infrastructure delivery.

Shenzi Water Injection Project
The Shenzi Water Injection system design is just one of the ways BHP Billiton Petroleum uses the latest technology to increase safe production and achieve results. The system design is the first of its kind, taking the best components of existing technology and combining them to create a state-of-the-art filtration and treating system to pressurize and protect the reservoir.

Additional infrastructure development in the Permian basin is being evaluated, including approximately 600 miles of pipeline, gas dehydration, compression facilities and cryogenic facilities.

26 Petroleum Annual Review 2012

Development 27

Proposed Capital Expenditure (BHP Billiton Share) as of 22 August 2012
US $5bn+ US $501m-US $5bn+ US $500m

respect and collaboration for project success
3. Execution

1. Future Options

2. Definition

Scarborough

Browse

Macedon

BHP Billiton Petroleum’s successful collaboration with the Thalanyji people of Onslow in Western Australia illustrates our genuine respect for the local community. We know that success depends on our ability to build relationships and work transparently with host communities.
The Thalanyji’s connection to the land around the macedon Project is strong and there are a number of culturally significant places in close proximity to our development.
Protecting those places was a high priority for the project, and we engaged the Thalanyji people as Heritage Monitors who were present during periods of ground disturbance. This was particularly important during the commencement of the onshore horizontal directional drilling (HDD) program to install a wet gas pipeline and umbilical that would eventually connect to the Macedon gas plant. HDD was selected to avoid disturbing a vast area of sand dunes containing two significant heritage sites and one ethnographic site. The Thalanyji people provided heritage monitoring support throughout the campaign to ensure that the sites were not disturbed by project activity. We introduced cultural awareness training for all project staff and contractors, facilitated by the Thalanyji people, to ensure Aboriginal culture was understood and respected by our team members. The strength of our relationship with the Thalanyji people was demonstrated by our team’s ability to involve the local community in the project wherever possible.

Thebe

Mad Dog Phase 2

Kipper

Knotty Head

BS Longford GCP

Turrum

NWS North Rankin B

Placement of projects not indicative of project schedule.

NWS Greater Western Flank A

BHP Billiton Petroleum has significant projects in the pipeline to provide valuable opportunities for future growth.

macedon, Western Australia: Modules arrive for construction of the Macedon Gas Plant. Heritage monitors: BHP Billiton Petroleum makes it a priority to engage and involve local communities during the development of the Macedon Project, especially in culturally significant areas.

28 Petroleum Annual Review 2012

Production 29

Production
BHP Billiton Petroleum’s platform of resource diversification, breadth of technology, solid financial position, discipline and our relentless pursuit of excellence provide our business with a distinct advantage.
Our Australian assets delivered significant volumes in financial year 2012, totaling 80.8 million barrels of oil equivalent (BHP Billiton share). High-margin liquids and LNG accounted for 70 percent of this volume.

Stybarrow, Australia
The Stybarrow FPSO facility, located offshore Western Australia, achieved a milestone in financial year 2012, producing its 50 millionth barrel of oil.

30 Petroleum Annual Review 2012

Production – Conventional 31

Production – Conventional

Strong Production foundation
Our worldwide conventional operations are positioned to deliver strong and sustaining base production with continued potential for growth, in line with Petroleum’s long-term strategy.
Our operated conventional facilities continue to deliver exemplary facility uptime performance, averaging 94 percent for the financial year.

Pakistan
Tremendous results were seen at the Zamzama gas plant in financial year 2012, as the front-end compression project was commissioned in July 2011. Production rates increased by more than 35 percent, peaking at 500 million standard cubic feet per day as a result of the reduction in operating pressure. In addition, new development opportunities have progressed with an infill drilling program which began in June 2012. Our production unit in Pakistan won BHP Billiton Group’s highest accolade in financial year 2012 – the CEO’s Sustainability Excellence Award – for strong performance in contractor management, process safety initiatives and addressing critical needs of the host community, including education assistance, flood relief and providing access to safe drinking water.

Australia
Our operations in Australia make up a significant part of our portfolio, accounting for 36 percent of produced volumes this financial year. Production totaled 80.8 million barrels of oil equivalent (BHP Billiton share) from our operated facilities at Pyrenees, Stybarrow and Minerva in addition to our nonoperating interest in the Bass Strait and North West Shelf. The world-class Pyrenees and Stybarrow floating production storage and off-loading (FPSO) facilities, located in Western Australia, both reached a key milestone in November 2011, producing their 50 millionth barrel of oil. Pyrenees reached this achievement less than two years after start up with an average uptime of 93 percent for financial year 2012.

Trinidad and Tobago
The completion of the Angostura Gas Project marked a significant milestone for our business in Trinidad and Tobago, coming online on time and within budget in May 2011. With a full year of production from this project, Trinidad and Tobago delivered seven times the natural gas volumes realized in financial year 2011, with gas rates peaking at over 240 million standard cubic feet per day.

Angostura Gas Plant, Trinidad and Tobago
The Angostura team in Trinidad and Tobago puts safety and environmental sustainability first. We support the National Oil Spill Contingency Plan, working alongside the Ministry of Energy and Energy Affairs, the Association of Upstream Operators of Trinidad and Tobago and key emergency response agencies.

32 Petroleum Annual Review 2012

Production – Conventional 33

Pyrenees, Australia
Pyrenees, our FPSO facility in northwest Australia, reached a key milestone in November 2011, producing its 50 millionth barrel of oil. Pyrenees reached this achievement less than two years after start up and averaged facility uptime of 93 percent for the financial year.

united States – Gulf of mexico
Our operated Shenzi and Neptune fields delivered exemplary results in financial year 2012, averaging 50 thousand barrels of oil equivalent per day (BHP Billiton share) with 92 percent facility uptime and unit operating cost of US$4.00 per barrel of oil equivalent. Successful infill drilling at Shenzi more than offset natural field decline, as liquids production increased six percent from the prior year with the startup of the SB101 well in September 2011 and the H101 well in June 2012. Production in our non-operated Gulf of Mexico facilities was challenged in financial year 2012 due to a planned subsea manifold replacement at Atlantis and integrity repairs and replacement of the spar drilling rig at Mad Dog. Production from both fields will recommence in financial year 2013.

Shenzi produced with an average facility uptime of 92 percent for the financial year.

record achievement in the gulf of Mexico
In financial year 2012, our team in the operated Gulf of mexico Production unit delivered remarkable year-on-year improvements in safety performance and production despite challenges associated with tropical storms and major brownfield construction for the Shenzi Water Injection Project.
A step change in safety performance was seen from the prior year, as the total recordable injury frequency dropped from 3.4 to 1.5 in a year with a significantly higher number of contract employees and man hours associated with the water injection project installation. This was accomplished by the strong and successful integration of the Production and development teams, detailed risk assessments, clear protocols for simultaneous operations, assigned accountability and increased levels of verification of adherence to procedure.
The extensive simultaneous operations were completed with minimal effects to production, as Shenzi produced with an average facility uptime of 92 percent for the financial year and delivered a six percent increase in liquids volumes year-on-year due to successful infill drilling. Field development at Shenzi is ongoing, and building upon the success seen with the timely completion of two new infill wells during the financial year. These wells targeted a new pay horizon and were brought online with initial production rates totalling more than 20 thousand barrels of oil equivalent per day and aided in the delivery of 165 percent reserves replacement for the field.

Shenzi, Gulf of mexico: The Gulf of Mexico production unit achieved superior business results in what was a complex year.

34 Petroleum Annual Review 2012

Production – Unconventional 35

developing Onshore Resources Sustainably

Production – unconventional

Investing for the long-term Onshore
Our position in shale basins across Texas, louisiana and arkansas covers over 1.6 million combined net acres with an estimated yield of approximately 8.0 billion barrels of oil equivalent over the next 50 years.
These large, long-life and low-cost assets have tremendous resources with potential for significant future development, making BHP Billiton Petroleum one of the industry leaders in some of the most productive shale basins in the united States.
In 2011, BHP Billiton Petroleum acquired assets in the Fayetteville, Eagle Ford, Haynesville and Permian shale plays. These strategic additions to our oil and gas portfolio create short- and long-term growth potential. Our size and scale allow us to leverage the flexibility of our diverse onshore portfolio to respond to market conditions. In financial year 2012, we adjusted our plans to focus on oil rather than gas, while maintaining our capability to ramp up in the future when natural gas prices rebound. Our first year operating onshore was a success, with total production at 85.6 million barrels of oil equivalent, 13 percent liquids and 87 percent dry gas. The Permian Basin is another vast resource base in West Texas providing the opportunity for long-term development of this liquids-rich area. We are focusing the majority of Petroleum’s Onshore US activity on liquids in financial year 2013.

BHP Billiton Petroleum is a global company, operating in diverse and sensitive areas. We work with integrity – making the right decisions and doing things the right way. How the result is achieved is as important as the result itself.
1. On the Surface
We level the site, construct a lease road, erect the drilling rig and place support facilities on the pad.
underground Sources of drinking Water Two layers of steel casing and cement

Multiple truck-sized pieces of equipment, such as storage units, pumps and control systems, are brought to the site during the completion phase. We drill and complete multiple wells from a single pad to minimize surface disturbance to other activities or habitats. After all the wells are completed, we restore the perimeter of the site close to its original condition, leaving only a minimal surface footprint.

2. Surface drilling and Casing
We start by drilling a hole to a depth of approximately 80-100 feet, and install a 16-20 inch diameter conductor casing pipe, which is then cemented in place.

3. Protect drinking Water
Next, we drill to a depth specified by state regulatory agencies to protect ground water. The surface casing is then installed and cemented in place by pumping cement down the pipe. The cement is circulated from the bottom of the surface casing and rises back up to the surface outside of the casing to secure and add another layer of protection and strength.

4. Horizontal drilling
We continue to drill vertically until we approach the target shale then directionally drill the well path until it is horizontal and gives us maximum exposure to the shale strata.

Arkansas and louisiana
Technology and innovation have driven the phenomenal growth of gas, and consumption of natural gas in the United States is forecast to grow by 30 percent over the next 20 years. BHP Billiton Petroleum is positioning itself to meet rising gas demand by developing the Haynesville and Fayetteville shale plays. The development of shale gas technology has provided the United States with some of the largest gas reserves in the world, and BHP Billiton Petroleum’s shale gas properties in Arkansas and Louisiana are among the lowest cost in the country. The Haynesville shale in Louisiana alone currently produces enough natural gas to satisfy 10 percent of US gas demand, and we are the second largest leaseholder in this field. We are also the second largest in Arkansas’s Fayetteville play. Our position in these shales demonstrates our commitment to both fields for the long-term.
Steel casing and cement

5. Production Casing
The drilling phase is finished after we install and cement an additional set of piping from the bottom of the well all the way back to the surface to form another barrier.

6. Perforating
The completion phase starts by using precisely placed perforating devices to create holes in the production casing to provide access to the reservoir.

7. Hydraulic fracturing
The well is ‘completed’ by pumping fluid and proppant (mostly water, additives and sand) under very high pressure down the well, out the perforations and into the rock formation. The high pressure breaks up the rock, releasing the natural gas and petroleum from microscopic voids in the shale so that they can flow up the well bore. Sand, called proppant, holds the fractures open. We repeat this process several times along the horizontal segment of the wellbore.

Texas
The Eagle Ford shale in Texas offers an attractive mix of natural gas, condensate and natural gas liquids and has the highest rig count of US unconventional plays. Our liquids-rich shale assets in the Eagle Ford offer some of the highest economic returns among US shale plays. Many wells in this field yield returns of over 100 percent with an average payback in the first year of production.

note: The diagram and remarks are for illustration and are not an actual well schematic or to scale. Well designs and completions are well specific.

36 Petroleum Annual Review 2012

Production – Unconventional 37

Shale fields, united States

OK OK nm

nm
S Midland

fayetteville AR

AR

Delaware

TX Permian
Black Hawk Hawkville

(MMboe)

6,000

3.7 Billion boe

(Thousand Acres)

TX

lA
Haynesville/Bossier lA

We continue to evaluate technologies that allow us to re-use produced and flowback water in the hydraulic fracturing process.

resource Potential
Proved Reserves
10,000 0.7 Billion boe 0.1 Billion boe 8.0 Billion boe

Net acreage

Non-Proved Resource Potential
1,800 1,600 1,400 1,200 1,000 800 600 400 200 0.49 Million acres 0.27 Million acres 0.34 Million acres 0.43 Million acres

0.08 Million 1.6 Million acres acres

8,000

2.0 Billion boe

4,000

Eagle ford

2,000

1.7 Billion boe

Liquids Area Dry Gas Area
0 Fayetteville Haynesville Eagle Ford Permian Other Combined Acres

0 Fayetteville Haynesville Eagle Ford Permian Other Combined Acres

Eagle ford Shale, Texas: Our liquids-rich shale assets in the Eagle Ford offer some of the highest economic returns among US shale plays.

Success and Opportunity in the eagle Ford
Petrohawk discovered economic hydrocarbons in the Eagle ford shale in 2008, a region which has become the epicenter of shale operations in Texas.
The Eagle ford has since seen an extraordinary amount of development as one of the premiere shale plays in north America. With an attractive product mix of condensate, natural gas liquids and net production of over 50 percent liquids, the Eagle ford shale is rated as the lowest cost play among north American fields.
Shale gas exploration, development and production in the Eagle Ford have contributed to the economic revitalization of south Texas. A May 2012 University of Texas at San Antonio study found the shale gas revolution in 2011 alone generated just under $20 billion in revenue, created 38,000 full-time jobs and put $211 million into local government resources in the south Texas region. The 14 counties that make up the Eagle Ford are seeing new life in response to the drilling boom. These communities are building new schools and hospitals and launching training programs for the local population to reap the benefits realized by shale oil and gas development in the Eagle Ford. The study projects the creation of up to nearly 116,000 full-time jobs by 2021.

Estimated Impacts for the Eagle Ford Shale at the Regional Level 2021 in millions of dollars (14-County Area)
Total Impacts (Three Scenarios) Low Estimate Moderate Estimate High Estimate

Output (Revenue) Employment Payroll Gross Regional Product Estimated Local Government Revenues Estimated State Revenue, including severance taxes

$26,141 44,237 $2,810 $13,700 $326 $495

$62,338 82,645 $6,019 $34,112 $888 $1,567

$96,001 115,669 $8,993 $54,031 $1,426 $2,593

A A three-level projectionthe the combined total impact of Eagle Fordactivityactivity in the 14-county area. Variables that count impact study include three-level projection of of combined total impact of Eagle Ford shale Shale in the 14-county area. variables that could impact study estimates include commodity prices, production yields, investment, competition and demand. commodity prices, production yields, investment, competition and demand. Source: University of Texas San Antonio Economic of the Eagle Ford Shale. University of Source: Tunstall et al (2012). Economic ImpactImpact of the Eagle Ford Shale (May 2012) Texas at San Antonio: Institute for Economic Development.

38 Petroleum Annual Review 2012

Marketing 39

financial Year 2013 Projected Sales by Region and Product

marketing

marketing Expertise
Our marketing activities in North america have greatly increased with the successful integration of Onshore US assets.
Petroleum’s Onshore uS acquisitions have increased the size of BHP Billiton’s gas portfolio from one to 2.5 billion cubic feet per day, and we anticipate natural gas sales will be approximately 26 percent of our north American revenue in financial year 2013.

North American Market 6% 26% 68% US Onshore and Offshore 60% 3% 59% European Market 38% Asian Market UK 7% 35% 58% Australia

40%

Algeria

100%

13% 87% Pakistan

Trinidad & Tobago

Crude NGL Natural Gas International Sales Flows

Petrohawk Acquisition
When we acquired Petrohawk in financial year 2012, we created an integrated marketing team that is the foundation of our strong onshore business. We have since expanded our skill set and marketing capability in onshore liquids transportation, midstream and downstream systems to support the shift to liquids production from the Eagle Ford field. We continue to integrate the Petrohawk team’s knowledge to make their success repeatable and scalable for the future. Our customer base has expanded by 30 new condensate, natural gas liquids and natural gas customers.

Maximizing Opportunities
BHP Billiton Petroleum’s acquisition of assets in the fayetteville, Haynesville, Eagle ford and Permian fields marked the unprecedented opportunity for the company to display its ability to adapt to the market and thrive regardless of economic conditions.
In financial year 2012, we adjusted our plans to focus on oil rather than gas, while maintaining our capability to ramp up in the future when natural gas prices rebound.
BHP Billiton Petroleum’s focus remains on all of the evolving onshore markets for shale oil, condensate, natural gas liquids and natural gas. Marketing works with the production units in the Eagle Ford and Permian fields to ensure transport is available to customers as we rapidly expand both fields.

Centralizing Operations in Houston
To capitalize on this growth and increase our marketing focus in the US, we relocated our Petroleum marketing leadership team from Singapore to Houston, Texas. Consolidating operations in Houston aligns with our customerfocused strategy by putting us in close proximity to US customers and gives us firsthand exposure to the scale and complexity of working onshore.

lnG marketing in Australia
The BHP Billiton marketing team works closely with our Petroleum development division on the production and expansion of our operated projects, as well as monitoring prospective developments such as the Scarborough and Browse projects in Western Australia. These projects are projected to help meet growing demand for natural gas in strong Asian markets. We are actively working to meet project timelines and engaging with customers.

Houston, Texas: Consolidated marketing expertise and a customerfocused strategy. Expanded Skill-Set: Our integrated marketing team is located at BHP Billiton Petroleum’s Houston headquarters.

40 Petroleum Annual Review 2012

BHP Billiton Petroleum Leadership Team 41

BHP Billiton Petroleum

leadership Team
a powerful platform built on a strong leadership team with the experience and drive to take on new opportunities.

J. michael Yeager
Group Executive and Chief Executive

david Powell
Chief Financial Officer

Rod Skaufel
President Conventional Production

dick Stoneburner
President North America Shale Production

nigel Smith
President Development

david Rainey
President Exploration

david nelson
vice President Human Resources

42 Petroleum Annual Review 2012

Global Overview 43

BHP Billiton Petroleum
Global Operations map
HEAd OffICE
Houston, Texas
10 15 5 14 6 13

We operate in some of the finest regions in the world for oil and gas opportunities. We have built a large, advantaged and flexible resource base with a material position in key regions. Our success is scalable and can be replicated. We can go anywhere, any time.

7

OPERATEd
1 Australia – minerva (90%): An offshore gas field and plant producing gas and condensate. Australia – Stybarrow (50%): An FPSO facility producing oil and gas from the Stybarrow and Eskdale fields. Australia – Pyrenees (40-71.4%): An FPSO facility producing oil from the Crosby, Stickle and Ravensworth fields. Australia – macedon (71.43%): A domestic gas development with a stand-alone gas plant. First production is expected in calendar year 2013. Gulf of mexico – neptune (35%): A permanently moored tension-leg platform that produces oil and gas. Gulf of mexico – Shenzi (44%): A stand-alone tension-leg platform that produces oil and gas. united Kingdom – liverpool Bay (46.1%)/Bruce (16%)/ Keith (31.83%): Offshore North Sea and Irish Sea oil and natural gas production. Trinidad and Tobago – Greater Angostura (45%): An integrated oil and gas central processing platform. Pakistan – Zamzama (38.5%): An onshore gas and condensate development in the Sindh Province, Pakistan.

16 9

2

8

3

4

5

3 2

12 4

6

nOn OPERATEd
11 Australia – Bass Strait (50%): 20 producing oil and gas fields with 21 offshore structures. 12 Australia – north West Shelf (8.3-16.7%): Supplies oil and gas to Australian and international markets. 13 Gulf of mexico – Atlantis (44%): A permanently moored semi-submersible platform that produces oil and gas. 14 Gulf of mexico – mad dog (23.9%): A permanently moored integrated truss spar facility producing oil and gas. 15 Gulf of mexico – Genesis (5%): A floating cylindrical hull (spar) producing oil and gas. 16 Africa – ROd Integrated development (38%): Development and production of six oil fields located onshore in the Berkine Basin, Algeria.
1 11

7

EXPlORATIOn
Western Australia Gulf of mexico Southeast Asia India South Africa

8 9

10 Onshore uS (<1-100%) Dry and wet gas production from shale fields in Texas, Louisiana and Arkansas.

44 Petroleum Annual Review 2012

An Industry Leader
BHP Billiton Petroleum is an industry leader in deepwater drilling and production and a leading shale producer. We continue to invest in our business by maintaining a long-term view.
We have built a powerful platform which gives us the ability to grow in multiple directions, with endless opportunities for success.

neptune, Gulf of mexico
A BHP Billiton Petroleum operated permanently moored tension leg platform in the Gulf of Mexico

BHP Billiton Petroleum
1360 Post Oak Boulevard, Suite 150 Houston, Texas 77056 United States of America Phone: 1.713.961.8500 Fax: 1.713.961.8400 www.bhpbilliton.com