Significant Production and Growth Asset Acquisitions

12 Months Ended

Dec. 31, 2024

Significant production and growth asset acquisitions

B.7

Significant production and growth asset acquisitions

(a) Acquisition of Tellurian Inc

On 22 July 2024, the Group entered into a definitive agreement to acquire all the issued and outstanding common stock of Tellurian Inc (

subsequently renamed Woodside Energy (LA) Holdings Inc.),

including its owned and operated Louisiana LNG development opportunity for a cash payment

for

of $876 million. As part of the agreement, the Group provided a loan facility of $230 million to Tellurian

Inc

to ensure site activity maintained momentum prior to the completion of the transaction. At acquisition date, $146 million had been called.

The transaction was completed on 8 October 2024 and accounted for as an asset acquisition.

Assets acquired and liabilities assumed

The assets and liabilities acquired as at the date of the acquisition inclusive of transaction costs are:


	US$m

Cash and cash equivalents		24
Receivables		32
Other financial assets		6
Property, plant and equipment		1,367
Intangible assets		6
Lease assets		172
Other assets		62
Payables		(46	)
Other financial liabilities		(56	)
Provisions		(152	)
Tax payable		(2	)
Lease liabilities		(178	)
Interest-bearing liabilities		(169	)

Fair value of net identifiable assets on acquisition		1,066


Acquisition cost	US$m

Cash paid for shares		876
Loan facility		146
Payments for employee related awards		32
Transaction costs		12

Total acquisition cost		1,066


Analysis of cash flows on acquisition	US$m

Acquisition cost		(1,066	)
Cash and cash equivalent acquired		24

Net cash flow on acquisition		(1,042	)

Asset acquisition accounting

Purchase consideration, including capitalised transaction cost, has been allocated against identifiable assets and liabilities acquired on the following basis:

Assets and liabilities initially measured at an amount other than cost, are measured by the Group at the amounts specified in the applicable accounting standards. Assets and liabilities in this category include financial assets and financial liabilities recognised initially at fair value, lease assets and liabilities measured in accordance with the accounting standard for leases, and employee benefit liabilities measured in accordance with the accounting standard for employee benefits.

The residual transaction price is allocated to the remaining identifiable assets and liabilities based on their relative fair values at the date of the acquisition.

Key estimates and judgements

(a) Nature of acquisition

Judgement is required to determine if the transaction is the acquisition of an asset or a business combination.

The Louisiana LNG project is in its preliminary phase with significant construction milestones and costs to be incurred prior to the facility being operational and the acquired assets and liabilities did not meet the criteria for a business combination due to the absence of a substantive process and organised workforce required to convert inputs to outputs.

(b) Employee compensation program

As part of the acquisition, the Group has assumed the obligation of Tellurian’s compensation programs to its employees. Judgement is required to determine the measurement of the employee provision on acquisition as certain conditions in the compensation programs are linked to future milestones of the Louisiana LNG project. This includes determining the likelihood and timing of the milestones.

(b) Sale and purchase agreements with Chevron

On 19 December 2024, the Group entered into sale and purchase agreements with Chevron Australia Pty Ltd (Chevron) to acquire Chevron’s 16.67% interest in the North West Shelf (NWS) project and the NWS Oil project and 20% interest in the Angel Carbon Capture and Storage (CCS) project, and to transfer its 13% non-operated interest in the Wheatstone project and 65% operated interest in the Julimar-Brunello project.

Completion of the transaction is subject to the completion of Julimar Phase 3 project execution and handover and other customary conditions precedent.

As part of the transaction, Chevron will make a cash payment to Woodside of up to $400 million which comprises a cash payment of $300 million at completion, and additional contingent payments of up to $100 million in aggregate. At completion, there will be customary adjustments for net working capital and interim period cash flows.

As at 31 December 2024, the Group has received $100 million of advance payment from Chevron. The advance payment is refundable to Chevron if the transaction fails to complete.

The transaction is expected to complete in 2026, with an effective date of 1 January 2024.