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M&A Announcement

Jul 22, 2024

Meg O'Neill
CEO, Woodside Energy

Morning, everyone, and thank you for joining this call. I am excited to announce Woodside's agreement to acquire Tellurian and its U.S. Gulf Coast Driftwood LNG developments. I would like to begin by acknowledging the First Nations people of the various lands on which we live and work, and pay my respects to their elders past, present, and emerging. Today, I am joined on the call by our incoming Chief Operating Officer International, Daniel Kalms, and our Chief Financial Officer, Graham Tiver. In this call, we will provide an overview of the acquisition, deal rationale, and value creation opportunity before opening up to Q&A. Please take the time to read the disclaimers, assumptions, and other important information. I'd like to remind you that all dollar figures in today's presentation are in U.S. dollars unless otherwise indicated. Going to Slide Four.

Today, Woodside has entered into a definitive agreement to acquire Tellurian and its advantaged U.S. LNG development, Driftwood LNG. This acquisition positions Woodside to become a global LNG powerhouse and fits strongly with our strategy to thrive through the energy transition. The acquisition is an attractive entry into a fully permitted pre-FID development option with expansion potential. Key civil works have already been completed. The Driftwood LNG development offers a pathway to complement our existing Australian LNG position with an increased and material presence in the Atlantic Basin. This creates opportunity for value optimization and arbitrage between the basins, underpinned by multiple competitive cost-of-supply LNG sources. Another key benefit of this deal is the value Woodside unlocks from the start. We will leverage our LNG development, operations, and marketing expertise.

We will bring our multi-decade track record as a world-class LNG player and our strong relationships with key suppliers and customers. We see a pathway to significant growth and cash generation, underpinning shareholder returns in the 2030s. Finally, this opportunity fits with our decarbonization plans and has the potential to reduce the average Scope 1 and 2 emissions intensity of our LNG portfolio, since it uses new technologies to design out emissions. Slide Five. The transaction comprises a cash offer of $1 per share or a total equity consideration of approximately $900 million, with an implied enterprise value of $1.2 billion. This provides a cost-competitive entry into a near-FID-ready, fully permitted development that has had over $1 billion expenditure incurred to date in engineering and pre-FID civil and site works. The Driftwood LNG project contemplates construction of five LNG trains in a phased development.

It has a total permitted capacity of 27.6 million tons per annum. We expect to complete the deal in the fourth quarter of this year and are targeting FID readiness for the phase I development from the first quarter of 2025. Let me explore the key value drivers for this transaction in more detail. Starting with our portfolio, this acquisition improves our already strong asset base, adding depth and optionality to our growth pipeline for the 2030s. It positions Woodside to be a global LNG powerhouse differentiated with significant exposure across both the Pacific and Atlantic basins. Driftwood LNG is a high-quality U.S. LNG development located in Louisiana. It is a fully permitted U.S. development, holding both a valid non-FTA LNG export authorization from the Department of Energy and a Federal Energy Regulatory Commission authorization, which was recently approved for an extension.

This means it is not impacted by the current U.S. LNG pause. The engineering procurement and construction contractor for the project is Bechtel, a company recognized in the industry for its capability and reputation for delivery. We have a strong relationship with Bechtel as the EPC contractor for our Pluto Train 2 development in Western Australia and have been very pleased with the progress to date. The project also includes a 37-mile pipeline providing multiple options for securing, sorry, providing multiple options for sourcing low-cost feed gas. Additionally, there is a second 780-acre expansion site further south that offers future development optionality. I now invite our incoming Chief Operating Officer International, Daniel Kalms, to cover the project in more detail.

Daniel Kalms
EVP and COO of International, Woodside Energy

Thanks, Meg. I'm very excited about the proposed acquisition we're announcing today and the high-quality Driftwood development option. The Driftwood LNG development is fully permitted for over 27 million tons per annum across multiple phases. Phases I and II are the proposed foundation development and include three trains of around 5.5 million tons per annum each, which we would look to further debottleneck to increase capacity. The Driftwood site is also permitted for further expansion with phases III and IV, which comprise one train each. The phased approach allows us to manage the pace of investment and also provides the ability to incorporate the latest technology in future phases. This is a mature development option, and we will move at pace, targeting being FID-ready for the first phase from the first quarter of next year, with a pathway to achieving the return targets of our capital allocation framework.

We currently estimate a development cost of $900-$960 per ton of capacity for phases I and II. This includes EPC, owner's costs, and contingency, but excludes the pipeline. Let's have a look at the development concept of phases I and II in more detail. The schematic on Slide Nine shows what is included in each of the first two phases. The project design leverages best-in-class technology with a highly efficient liquefaction process and gas turbines, as well as flareless restart without gas recycle. With this, we're very comfortable stepping in at this point in the development. The development is well situated and will have a 37-mile pipeline to source gas from the abundant low-cost U.S. gas supplies. The connectivity of the pipeline system will provide us with optionality in sourcing gas.

One of the attractive elements of the Driftwood opportunity is that the construction has commenced, noting it is common in the U.S. for some construction activities ahead of a final investment decision. For Train 1 , the gas turbine and LNG compressor foundations are complete. Progress has also been made on some ancillary scopes, including the grading and piling work for the tanks and utilities. This completed groundwork has reduced the risk of the EPC timeline and its associated costs. I'll now hand back to Meg.

Meg O'Neill
CEO, Woodside Energy

Thank you, Daniel. We are confident we can leverage our LNG expertise to unlock Driftwood LNG. Woodside has 35 years of operating experience in the LNG industry. We pioneered the LNG industry in Australia and shipped our first cargo to Japan in 1989. We have strong relationships with global customers and a reputation as a reliable energy provider. Additionally, our existing U.S. presence, including our offices in Houston, will simplify integration, including welcoming the Tellurian team into Woodside. Going to Slide 12. Another value driver for this transaction is our differentiated LNG business model. A typical U.S. LNG project follows a traditional infrastructure model. The owners receive a fee for the gas sourced and processed through the facility, which usually provides stable returns with limited margin uplifts.

The projects are generally project-financed and consequently require long-term FOB LNG contracts to be in place before FID for almost all committed project volumes. In our Australian operations, our integrated LNG model provides margin upside across the full value chain, and we anticipate leveraging elements of this integrated model in the Driftwood LNG opportunity. We expect to retain a reasonable portion of the LNG production for our own portfolio marketing, enabling exposure to higher margins and leveraging our marketing, trading, and optimization expertise. Slide 13 illustrates why we see significant value in complementing our Pacific Basin position with one in the Atlantic Basin. Volumes from the U.S. Gulf Coast can be delivered to Europe or Asia. This additional supply source in the Atlantic, combined with our portfolio LNG sales approach and long shipping strategy, provides optionality and flexibility to unlock upside from marketing optimization and arbitrage between the basins.

Now that we've shared how we plan to unlock value from the Driftwood LNG opportunity, let's look at how this fits into our capital management framework. While Driftwood LNG is an attractive option, it is still pre-FID. We see a path to it being sanctioned in line with our capital allocation framework and will further progress FID readiness once we take ownership of the assets. As we optimize the development plan and progress to FID, we will decide on the most value-accretive financing strategy for this opportunity. We are disciplined in creating shareholder value, have a track record of positioning the balance sheet to accommodate growth, and we recognize that our strong dividend payout is an important element of our investment case. Our capital management framework remains unchanged, as reported on this slide. We have a strong underlying business generating significant cash flows.

We have a robust investment-grade credit rating, and our balance sheet is in great shape with approximately 13% gearing at the end of June, which is at the lower end of our target range, and liquidity of approximately $8.5 billion. We have multiple pathways to funding, including bringing in strategic partners to reduce our equity exposure in this project. We have already received multiple inbounds from companies interested in working with us in the U.S. LNG market. Our strategy for value creation is underpinned by our conviction that LNG will play an important role in the energy transition. LNG demand has grown by more than 60% in the last decade, and WoodMac is forecasting demand to grow by another 50% by 2033. Gas and LNG demand continues to grow globally, and this acquisition increases our exposure to this market and strengthens our position as a global LNG player.

At the same time, the Driftwood LNG development is also carbon competitive. The design incorporates elements more advanced than prior generations of LNG trains, meaning it has the potential to reduce the average Scope 1 and 2 emissions intensity of Woodside's LNG portfolio. There is also potential for further decarbonization over the life of the asset, given the developing carbon capture and storage industry on the U.S. Gulf Coast. Going to Slide 17, I'm very excited about today's announcement. I would like to congratulate the Tellurian team members on bringing the Driftwood LNG development to this point, and we look forward to getting to know you better. To recap, this acquisition strongly fits our strategy to thrive through the energy transition. It strengthens our portfolio, giving an enviable mix of Pacific and Atlantic LNG exposure with scalability.

Woodside's multi-decade track record in the LNG business gives us confidence we can unlock the development and create shareholder value, and it increases our LNG exposure with growing demand that will support the energy transition. I will now open up to Q&A. I ask you to limit your questions to two to provide everyone with an opportunity to ask questions.

Operator

Thank you. If you wish to ask a question, please press star one on your telephone and wait for your name to be announced. If you wish to cancel your request, please press star two. If you're on a speakerphone, please pick up the handset to ask your question. Your first question today comes from Saul Kavonic with MST. Please go ahead.

Saul Kavonic
Senior Energy Analyst, MST Financial

Thank you, Meg. My main question would be, for those of us who've been following Tellurian for some time, I mean, Tellurian's been kind of struggling to find LNG buyers, to fund its project, and to sell down its project over the last 12 months. What makes you think Woodside can achieve these things where Tellurian hasn't managed to do so itself?

Meg O'Neill
CEO, Woodside Energy

Thanks for the question, Saul. Look, the investment thesis is totally different for Woodside. We do need to give Tellurian credit for acquiring a top-tier opportunity and for progressing it to the place that we are at today with engineering, front-end engineering largely done, civils well advanced. But the reality is they were trying to advance the project in a conventional U.S. LNG mode where you need long-term, 20-year binding offtake agreements to underpin project financing. We actually have deep capability. We are LNG experts, and the ability that we bring to the project is to be able to move this forward on the strength of our capabilities in the marketplace. I think our track record is an important area to reflect, Saul.

If you look at some of the LNG offtake agreements we've signed in the first half of this year, we've managed to land agreements and offtake deals with top-tier buyers. And in many ways, I think that illustrates the strength of the Woodside brand in the LNG marketplace. So we do have confidence that we'll be able to move the project forward, and we do have confidence that we will bring in high-quality partners just as we've done at Scarborough.

Saul Kavonic
Senior Energy Analyst, MST Financial

My second question would just be on, can Woodside take FID here without selling down to one of those quality partners? And if not, is there any risk to dividend payout dropping below the 8% cushion we've seen over the last few years?

Meg O'Neill
CEO, Woodside Energy

Yeah, thanks for the question, Saul. Look, our priorities at this point are first and foremost to work closely with Tellurian to complete all of the conditions precedent required to complete the transaction. We do have work to do as well with Bechtel to firm up the contract. As I said, we've had multiple inbounds from players who are interested in working with us on U.S. LNG opportunities generically. I think it's premature to say what we would do as we approach the FID milestone. Again, if you look back at our track record with the Pluto Scarborough developments, we had brought in one partner on the LNG train, but we were holding out to make sure we had the right high-quality partners in the offshore at the time we took that FID.

So I think we do have quite a bit of flexibility, but it's probably too early to say at this point in time what our decision would look like as we approach that FID point. In terms of dividends and shareholder returns, we know our shareholders value our dividend, and part of why we reiterated our capital management framework is to be really clear that nothing changes. We have a strong focus on retaining our strong investment-grade credit rating, and we are committed to returning value to shareholders through the cycle. Dividend policy is 50% of net profit after tax, but for the past decade, we've been paying out at closer to 80% through the ups and downs of the commodity cycle.

We recognize our shareholders do value the dividend, and we'll be working hard to ensure we can continue to provide that shareholder return that the market expects from us.

Saul Kavonic
Senior Energy Analyst, MST Financial

Great. Thank you. I'll jump back in the queue.

Operator

Your next question comes from Gordon Ramsay with RBC Capital Markets. Please go ahead.

Gordon Ramsay
Lead of Energy Coverage, RBC Capital Markets

Well, first of all, I just want to say congratulations on the transaction. I'm sure you're all very proud. First question relates to the target startup date for phase I. You said it'll be FID ready in the first quarter of 2025. So I'm interested in the target startup date and potential CapEx profile for Woodside. Are you able to provide any information there?

Meg O'Neill
CEO, Woodside Energy

Gordon, I'll hand that over to Daniel.

Gordon Ramsay
Lead of Energy Coverage, RBC Capital Markets

Thank you.

Daniel Kalms
EVP and COO of International, Woodside Energy

Yeah, thanks, Gordon, for the question. As we mentioned, we're targeting FID as early as quarter one of next year. The project is fully permitted. We've got a FERC approval that goes out to quarter two of 2029. We believe that if we take FID around that time frame, then we're able to achieve commercial operations before we get to that date. But it will really depend on when we're ready to take FID, but as we've said, as early as quarter one of next year.

Gordon Ramsay
Lead of Energy Coverage, RBC Capital Markets

Okay. Thanks, Daniel. Then the second question relates to equity partners. I know it's early stage, but I'm just trying to get a feel for what kind of partners you might be targeting. Obviously, Aramco's been speculated in the press, but what about supply chain lock-in like owners of European LNG import terminals or European utilities? Can you comment on what your strategy would be with a potential partner in the project?

Meg O'Neill
CEO, Woodside Energy

Gordon, I'd probably take it back to the way we articulated what we wanted to do with the Scarborough project, which is to bring in high-quality partners that share our view of the LNG industry and the importance of LNG to help meet the world's future energy demands. We're going to be pretty open-minded within that space. As I said, we've had a number of inbounds already, but I'm not going to play my cards as to where those inbounds are coming from.

Gordon Ramsay
Lead of Energy Coverage, RBC Capital Markets

Okay. Thank you, Meg.

Meg O'Neill
CEO, Woodside Energy

Thanks, Gordon.

Operator

Your next question comes from Nik Burns with Jarden Australia. Please go ahead.

Nik Burns
Head of Energy Research, Jarden

Oh, thanks, Meg, and congratulations on the announcement today. Look, some would see this as an unusual step for Woodside acquiring what could be a material midstream infrastructure project. Projects such as these are typically characterized as lower risk but lower reward, not an area of focus for Woodside in the past and not your historic risk-reward profile. Can you just run through what your justification for Woodside going down this path is here? And if it's to gain access to Gulf Coast LNG capacity, couldn't you achieve the same outcome via entering into agreements with one or more other projects? Thank you.

Meg O'Neill
CEO, Woodside Energy

Thanks, Nik. So actually, the slide I think that tells that story best is the one that talks about the differences between the infrastructure and integrated model. So we've historically had an integrated model which goes from the reservoir and the molecules all the way through to the customers. We actually see an opportunity to bring part of that strategy to the Tellurian and the Driftwood model, where we will be able to offer customers more flexibility than many in the U.S. infrastructure space can. As I said in my comments, many of those players need project financing. To get project financing, they have to be underpinned by long-duration contracts. I think we will be able to bring much of our marketing and shipping and trading expertise to offer a value uplift versus what a traditional infrastructure investment might look like.

Plus, on top of that, we've got our capability in development and operations. If you look at Pluto, for example, the way we've been able to debottleneck that asset over the 10 years of operations, I think we've got world-class capability that allows us to generate additional value versus many others in this space.

Nik Burns
Head of Energy Research, Jarden

Okay. Thanks, Meg. And my second question, just around the CapEx estimate, $900-$960 a ton, I just wanted to ask you about your confidence in this estimate. Is this based on data from Bechtel relating to this project in particular, or is it your own internal estimate? And if it is from Bechtel, how long are these costs valid for? Is there an expiry date on that estimate? Thank you.

Meg O'Neill
CEO, Woodside Energy

Yeah, thanks, Nik. So these are very recent cost estimates. We've been working very closely with the Tellurian team to understand the cost of development. There is further work that needs to happen as we get past the announcement of the deal to work with Bechtel to firm up the contract price that they would be able to present to us post-completion. But the data is extremely recent, and it is based on the Bechtel pricing.

Nik Burns
Head of Energy Research, Jarden

Got it. Thank you.

Operator

Your next question comes from James Byrne with Citi. Please go ahead.

James Byrne
Director and Head of Energy, Citi

Good morning. Congratulations on the deal. So I wanted to ask about returns, picking up what Nik just asked about. Now, if you're selling into, say, Asia, you might get a mid-12s slope, which at your $70 long-term assumption is just shy of $9. If we were to buy offtake out of the U.S., maybe we're doing that at a toll of, say, $240-$250. It's $250 a shipping. If we use, say, a low- to mid-3s Henry Hub, we're getting to Asia at that same sort of mid-8s to high-8s delivered price. But those contract prices are incentivizing an infrastructure-like return for U.S. LNG projects, right? So how exactly does Woodside go from, say, an 8% IRR?

Like if I look at Slide 12, model number one of the U.S. projects, which in the current contract environment gets like an 8% IRR, how do we go from that 8% to more like a 12%, which you've reiterated today is your target return for LNG? Because at $900 a ton, it's not like you're significantly more competitive than other U.S. LNG projects that are proposed. Sourcing a gas supply, I wouldn't have thought you had a material benefit versus other sources of supply. Now, you've mentioned already flexibility and debottlenecking. I guess what I'm asking is, how can you help quantify those benefits that would take you from an infrastructure-like return all the way up to that 12% or more IRR?

Meg O'Neill
CEO, Woodside Energy

Thanks for the question, James. Look, as I said, the infrastructure model, which is what many of the U.S. players apply today, is a model that has heavy project financing. To get the project financing, it needs to be underpinned with 80%+ of the LNG production capacity being tied up in long-term offtake contracts, and that constrains the value that those players can obtain. Now, the uncontracted, of course, they can place in the market. Our approach is quite different. So you're absolutely right. The U.S. gas market is a very deep one. So a lot of different sourcing opportunities. But again, the place where we see the value uplift is in our ability to place the LNG in the marketplace.

One of the things that I think is really attractive is the fact that as we think about selling this LNG, we can sell on multiple different indices. So much of the offtake from the U.S. now goes into Europe, where it's attracting TTF pricing. You can go the long way around to Asia, where you can attract JKM pricing. But we've also got the ability to contract against oil indexation. And if you look at the chart on Slide 13, that gives you a flavor for the variability that we see within those three indices and how having LNG exposure on all three indices allows us the opportunity to capture the market at the points in time where one index is out of sync with others.

James Byrne
Director and Head of Energy, Citi

Okay. I guess one of the big strengths that Woodside has is you're very much an engineering company, right? I don't think anyone can argue that you're an absolute tier-one operator of your assets. And yet, that integrated model from reservoir to customer, if you came to us in equity markets with a deal of that model, we would have a lot of faith in your ability to achieve a 12% IRR. But what you've just described around capturing arbitrage, your historic returns in LNG trading, still, I just don't think that that bridges the gap between the infrastructure-like return and the 12% IRR. Do you not think that there is more risk in achieving a 12% IRR with Driftwood than, say, a legacy-style commercial model of reservoir to customer?

Meg O'Neill
CEO, Woodside Energy

I don't, James. There are different types of risks in each type of development. One of the most significant and inherent risks in the integrated model is the reservoir risk. I think the industry has seen examples over the course of time where reservoirs do better than expected, which is always a good problem to have. But there's always a risk of downside performance. So with this model, we trade that reservoir risk for the certainty of being able to buy gas off the U.S. grid, which is an incredibly, incredibly deep market. Relative to your comment on the trading margins, so part of why we've started doing segment reporting for trading is to help the market understand the value uplift associated with that part of our business. The 2022 was anomalous, but the prior year, so 2020, sorry, 2023 was anomalous.

No, 2022 was anomalous. So 2021 and 2024, we reported about $300 million profit on that business. And again, with that very modest capital investment. And again, as we move into Driftwood, we'll be building out the capacity of our LNG business, which offers the ability to, again, generate profit from that part of the organization.

James Byrne
Director and Head of Energy, Citi

Thank you.

Operator

Your next question comes from Adam Martin with E&P. Please go ahead.

Adam Martin
Executive Director of Energy, E&P

Yeah. Morning, Meg. Daniel, just on the sell-down, I suppose you're expecting a premium on that 50% sell-down given what you paid today. Clearly, Tellurian sort of struggled to get some momentum. You're bringing, obviously, a lot of LNG experience. So are you expecting a premium?

Meg O'Neill
CEO, Woodside Energy

Yes.

Adam Martin
Executive Director of Energy, E&P

Good. Good. All right.

Meg O'Neill
CEO, Woodside Energy

Look, just to elaborate on that, Adam, one of the things that we think we do is help de-risk the pathway to moving this opportunity forward. So with the strength of our balance sheet, our technical and operations capability, our marketing skills, we will give those third parties who have been calling us confidence that we'll be able to move this opportunity forward and bring LNG online in the late 2020s. So yes, we do expect to get value for the additional confidence that we bring to the Driftwood opportunity.

Adam Martin
Executive Director of Energy, E&P

Good. That makes sense. And then just any views on Trump and further U.S. LNG exports? Clearly, the U.S. is going to grow significantly in terms of total LNG exports in the next 3-4 years. That has a risk of putting upwards pressure on domestic gas prices in North America. So just any views or any work you've done around Trump in your due diligence?

Meg O'Neill
CEO, Woodside Energy

Look, the U.S. permitting process is a long and complex one. Whilst the president's senior executives or executive leaders can say they want things to move quickly, at the end of the day, you still have to go through the processes. We do believe we're advantaged by not having to have all of our LNG committed via offtake agreements to secure project financing. So we think we've got a competitive edge to many other projects in this sector. But at the end of the day, Adam, part of why we think this is an attractive opportunity is the growth in the LNG market that we are anticipating. And Slide 15, I think, illustrates this really well. The LNG market over the past decade grew 60%. We're expecting growth of 50% in the decade ahead.

While there is a lot of new LNG potentially coming into the market, there's also a lot of increased demand for this product. We've got confidence that we're well-positioned. We're well-positioned to be competitive with those other projects and well-positioned to capture the market.

Adam Martin
Executive Director of Energy, E&P

Okay. Thanks, Meg. That's all from me.

Meg O'Neill
CEO, Woodside Energy

Thanks, Adam.

Operator

Your next question comes from Mark Wiseman with Macquarie. Please go ahead.

Mark Wiseman
Head of Australia Energy Research, Macquarie

Hi, Meg. Hi, Daniel. Thanks for the update. Just a couple of questions. Firstly, on the upstream gas position, you obviously do produce some gas in the U.S., but not a heap. Tellurian previously had some upstream assets that I think they've divested. Could you maybe just articulate what's the strategy here in terms of gas procurement? Are you ruling out the idea of going out and buying upstream gas supply in the U.S.?

Meg O'Neill
CEO, Woodside Energy

Yeah. Thanks for the question, Mark. So you're correct that at one point in time and until fairly recently, Tellurian did have an upstream position. They were developing a strategy that included the resource, so more of a full integrated model in the U.S., but that asset has been divested as of just a few weeks ago. At this point in time, when we look at the U.S. gas production outlook and we look at the U.S. gas opportunity space, we don't see a driver for us to enter there. That's not going to be a priority for us. As we move towards close, our focus is very much going to be on bringing in the partners we need, getting the upstream gas contracted that we need ahead of that time. That's not going to be a near-term focus for us.

I think I've been clear in the past as well, Mark, that when we look at our skills and capabilities, our expertise is in things like complex onshore infrastructure, so LNG plants and deep-water developments. The onshore game is quite a different game. So even if we contemplated something in that space, we'd be very cautious about how we did that and who we did that with.

Mark Wiseman
Head of Australia Energy Research, Macquarie

Okay. Thank you. And just a final question then. Just on this acquisition process, the board of Tellurian is supporting your U.S. dollar per share offer. Is there a chance that other players come in over the top? Is that possible? Could you maybe just describe some of the background to how we got to this point?

Meg O'Neill
CEO, Woodside Energy

Well, look, I think some of those questions are better positioned for Tellurian, but this opportunity has been under development since 2017. And we've been talking on and off about our interest in U.S. LNG with Tellurian and other players for a number of years. And we came to a point where we had sufficient confidence that Driftwood was the right opportunity for us. The thing that I'm really excited about is the fact that we're coming in. So we've got a clean slate by acquiring Tellurian. We have full control of the site, so we can be very disciplined in our selection of the partners and very disciplined in the commercial models that we put in place as opposed to having to negotiate with existing incumbents. So that's part of why I'm excited about this opportunity.

I think it's quite compelling, and I feel like we've been working very closely with Tellurian. We've got a deeper understanding of this opportunity than anyone else in the marketplace. So I don't expect anyone to come over the top. And Tellurian's board has fully backed the deal.

Mark Wiseman
Head of Australia Energy Research, Macquarie

Thanks very much.

Operator

Your next question comes from Dale Koenders with Barrenjoey. Please go ahead.

Dale Koenders
Head of Energy and Utilities Research, Barrenjoey

Morning, Meg. I was hoping you could confirm that the $900-$960 a ton, how does this equate to total project CapEx when Tellurian was talking about $14.5 billion for phase I CapEx based on $800 a ton U.S. liquefaction plus $300 a ton other costs?

Meg O'Neill
CEO, Woodside Energy

I'll let Daniel handle that question, Dale. Thanks.

Daniel Kalms
EVP and COO of International, Woodside Energy

Yes. Thanks, Dale. So we've given you the range of costs to reflect EPC, owner's cost, and contingencies. And as we said, it excludes the pipeline. I think over time, Tellurian have made various presentations. What I would say is that the costs that we're giving you are contemporary. As Meg said before, it reflects the current pricing in the market. We'll give more detail as we go forward when we approach FID. But to say that we've been pretty clear about what the scope is and the current pricing, and we can give you more detail as we go forward.

Dale Koenders
Head of Energy and Utilities Research, Barrenjoey

Will there be other costs on top of that, though, for Woodside?

Daniel Kalms
EVP and COO of International, Woodside Energy

The only thing that we've excluded that we've listed there is the pipeline. Apart from that, there's really two elements. There's the cost for the plant, Driftwood LNG, that we've given you the $900-$960 per ton. Then there is the pipeline cost to be added to that.

Dale Koenders
Head of Energy and Utilities Research, Barrenjoey

Okay. Thanks. And then maybe more of a question for Meg. At the investor day last year, you spoke about sort of peak CapEx in 2024 for the group. With this project, it feels like peak's becoming more of a plateau. And that may mean that the material dividend growth post-Scarborough in 2026 is now more a 2029 story. I was wondering if you can provide some comments around those two points.

Meg O'Neill
CEO, Woodside Energy

Yeah. Good question, Dale. So the CapEx profile, of course, depends a bit on the equity interest that we hold at the time that we progress to FID. If you look at our track record on Scarborough, we've also had good form in bringing in high-quality partners post-FID. So that certainly is also an option for us. So we do expect that with this opportunity, if we move forward at the pace that we are going to pursue it, which is trying to be FID-ready in the first quarter of next year, it will keep our capital investments high for 2025 and 2026. But the real big needle mover for us, and it always has been, is when Scarborough comes online in 2026. So that's a very significant capital investment, our equity share.

Once that project starts up, the significant capital that we're investing there ramps down, and the revenue we generate from that field ramps up. So that's probably the key pressure point.

Graham Tiver
CFO, Woodside Energy

Yeah. Maybe Dale, it's Graham Tiver here as well. I think it's worthwhile calling out the strength of the balance sheet today as well and that we continue to position it in a strong way. As Meg touched on in her presentation, we have gearing at the low end of our range, 13%. We've got $8.5 billion in liquidity. We're very clear on our capital management framework. And even though, if you wanted to call it the high CapEx years of 2025 and 2026, we feel comfortable on what we know today. The balance sheet is well-positioned. We can still maintain strong shareholder returns while navigating this period.

Dale Koenders
Head of Energy and Utilities Research, Barrenjoey

Okay. Thanks. And then maybe just to confirm on James's question, the 12% IRR for the project, can you achieve that from phase I Driftwood without the optimization of LNG trading globally, or is that part of your 12% IRR?

Meg O'Neill
CEO, Woodside Energy

Dale, we've said that we have a pathway to achieving our capital allocation framework targets, and we'll provide more detail on that as we get closer to that milestone in time.

Dale Koenders
Head of Energy and Utilities Research, Barrenjoey

Okay. Thank you.

Operator

Your next question comes from Tom Allen with UBS. Please go ahead.

Tom Allen
Executive Director and Head of Australian Energy and Utilities Equities Research, UBS

Hey. Good morning, Meg and Daniel. Congratulations on the deal that you've announced. Just following up the last question from Dale, I'm just trying to understand the assumptions on the trading uplift. I was wondering if you might be able to share a range on that trading margin or a specific return uplift that you're targeting. So Shell, for example, who I think is the biggest LNG trader in the world still, but they talk to a 3%-4% uplift on return on capital employed for projects that they achieve by trading the commodities from that project. Is there a similar range that you can share that you're targeting on Driftwood?

Meg O'Neill
CEO, Woodside Energy

No. Tom, as I said, it'd be premature to target that. I don't know that we would want to be breaking that out or we would be likely to break that out. We're going to look at the investment in its totality and the returns that we expect to achieve.

Tom Allen
Executive Director and Head of Australian Energy and Utilities Equities Research, UBS

Okay. Thanks, Meg. Can you please share some color on your marketing strategy for the LNG? So what proportion of the phase I and II liquefaction capacity would Woodside plan to take into its trading portfolio and the proportion you'd expect to sell? I think you mentioned, Meg, earlier on the call, a reasonable proportion would go into your portfolio. Just looking for some more color or a range on that capacity, please. And then also, what proportion of the capacity might be planned to be tolled through the plant to third parties?

Meg O'Neill
CEO, Woodside Energy

Yeah. So two great questions, Tom. So there's probably a difference between the tolling structure and, again, the commercial entities. Even in our Australia business, we structure things to make sure we've got clarity that allow us to do things like bring GIP into Pluto Train II. So we have commercial structures that allow us to bring partners into different places in the venture. It's premature to say what percentage we would retain. But we do, if you look at the slide that shows our position in Atlantic and Pacific, one of the things we recognize is having a bigger position in the Atlantic does create additional value for us. So I do expect we'll retain a reasonable portion of the LNG, but it'll be too early to say what the quantum is.

Tom Allen
Executive Director and Head of Australian Energy and Utilities Equities Research, UBS

Okay. I'll have to go with a reasonable for now. Thanks, folks.

Meg O'Neill
CEO, Woodside Energy

Thanks, Tom.

Operator

Your next question comes from Rob Koh with Morgan Stanley. Please go ahead.

Rob Koh
Equity Research Analyst and Managing Director, Morgan Stanley

Good morning. Congrats on the announcement. I guess I just want to explore the other dimension of your capital budgeting framework here, which is payback by 7 years. I guess, should we be contemplating scenarios where that gets pushed out, say, if you took a more infrastructure-like pathway, or should we still be thinking roughly 7 years from first gas?

Meg O'Neill
CEO, Woodside Energy

Well, thanks, Rob. As I said, when we get closer to FID, we'll provide more comprehensive economic metrics. But we do have a line of sight to achieving our capital allocation framework. And it'll really depend on the combination that we have of equity in the plant and LNG offtake that we retain for ourselves, as well as proceeds from sale down. So we've got a few levers that we're going to be endeavoring to pull over the upcoming period, particularly once we've closed on the transaction.

Rob Koh
Equity Research Analyst and Managing Director, Morgan Stanley

Yep. Okay. Okay. Thank you. And then I guess the second question, I just want to make sure I understand how this fits in with your decarbonization pathway. I think it's obviously got a lot of design-out benefits from latest technology. And then does that mean that your absolute reduction targets just kind of get met through the natural depletion of the other fields? Is that the way to think about it?

Meg O'Neill
CEO, Woodside Energy

Well, first and foremost, Rob, at a headline level, no change to our climate strategy and no change to our emissions reduction targets. So relevant for Driftwood, no change to the 30% reduction in net equity Scope 1 and 2 greenhouse gas emissions by 2030. There's a chart in there. I think Slide 16 shows the low emissions intensity of Driftwood versus our existing LNG portfolio, which includes trains that were designed in the 1980s. So you can see the positive impact of advanced technology. So for emissions that are above that decline trend line that we've committed to, we'll be looking to design those out, operate them out, or offset where we need to.

Rob Koh
Equity Research Analyst and Managing Director, Morgan Stanley

Okay. Makes a lot of sense. If I may, I'll just sneak in one more. There was a deal last year with Blue Owl, a sale-leaseback deal on the land. I guess that was contingent on FID. Is that still part of your options for pathway to capital allocation?

Meg O'Neill
CEO, Woodside Energy

No. We're not progressing that option.

Rob Koh
Equity Research Analyst and Managing Director, Morgan Stanley

Okay. That's clear. Thanks so much.

Operator

The third question comes from Henry Meyer with Goldman Sachs. Please go ahead.

Henry Meyer
Executive Director of Energy Equity Research, Goldman Sachs Group

Morning, y'all. Thanks for the updates. Within the Atlantic Basin, you, of course, have Calypso as an LNG development opportunity as well. Can you share how Driftwood stacks up competitively against Calypso within the portfolio and how you might be juggling the development timing and spend between both projects, perhaps deferring Calypso?

Meg O'Neill
CEO, Woodside Energy

Yeah. Good question, Henry. And if you go back to the chart that showed Atlantic and Pacific, so page Slide Six, it shows that we have options for future growth in both the Pacific and Atlantic. Calypso's one. Browse and Sunrise are others. All three of those projects have challenges that are being navigated at this point in time. Calypso, we're working through a number of technical matters as well as working with the government to ensure we've got a fiscal framework and talking with potential customers around things like access to Atlantic LNG, as well as exploring the domestic market in Trinidad and Tobago. So there's still a bit of work to do with Calypso. It is more akin to our traditional integrated LNG models. So again, from reservoir molecules all the way through to LNG deliveries to customers.

But the scope and scale of Calypso is a much smaller asset. It's, as we've said in the past, 2-3 TCF. So in terms of moving the needle on Woodside's LNG portfolio, it's an important opportunity but doesn't really have the scale of the Driftwood.

Henry Meyer
Executive Director of Energy Equity Research, Goldman Sachs Group

Got it. Thanks, Meg. Last one for me, just Tellurian already had some HOAs agreed. Can you share how any existing agreements may be impacted or retained through the acquisition?

Meg O'Neill
CEO, Woodside Energy

Yeah. It's a good question. So there's not a lot of HOAs in place, but we're keen to continue talking to a range of players who have interest in LNG from the Driftwood project. There's a variety of ways to bring partners in. Equity position is one, and offtake contracts is another way. So we'll continue talking to those players. But at this point in time, there's nothing binding. There's no priced binding agreements that would constrain our ability to progress the project as we see best creating value for our shareholders.

Henry Meyer
Executive Director of Energy Equity Research, Goldman Sachs Group

Got it. Thanks, Meg.

Meg O'Neill
CEO, Woodside Energy

Thanks, Henry.

Operator

Your next question comes from Angela Macdonald-Smith with AFR. Please go ahead.

Angela Macdonald-Smith
Energy and Resources Writer, Australian Financial Review

Oh, thanks for taking my question, Meg. I'm just wondering to what extent the move in the U.S. reflects difficulties Woodside faces to expand LNG in Western Australia and in this region. We've obviously seen legal challenges, environmental opposition, issues around NOPSEMA approvals, etc., delays with Browse and Sunrise. Is it just all easier in the U.S.?

Meg O'Neill
CEO, Woodside Energy

Thanks for the question, Angela. Woodside remains a proudly Australian company. If you look at our investment in the Scarborough Energy project, which is going to be a significant asset for us for the very long term, I think that's a very important proof point. 75% of our production at this point in time is from Australia. So we do have a strong commitment to doing business here and being an Australian-headquartered company. But we do see an opportunity as well, as I mentioned in the pack, to diversify, to gain access to different customers, and in many ways to build on the strengths of the team and the capability that we acquired in the BHP merger to grow a position in North America. So I think this gives us better balance as a corporation, but we remain fully committed to Australia.

Angela Macdonald-Smith
Energy and Resources Writer, Australian Financial Review

Okay. Thanks. And just another one on climate. Obviously, this is coming just after shareholders rejected Woodside's climate plan at the AGM. You just explained about how this fits alongside the emission reductions targets. But I'm just wondering if there's any read-through from this on your new energy ambitions and your 2030 goal for investing in new energy?

Meg O'Neill
CEO, Woodside Energy

Thanks, Angela. No impact on our new energy aspirations. We retain our goal of investing $5 billion in new energy projects and lower carbon opportunities between now and 2030, as well as the associated emissions abatement targets of 5 million tons per annum for our customers. The teams continue to work extremely hard to advance those opportunities. H2OK is the most advanced, but we're working with customers and offtakers every single day to try to get confidence that we can profitably progress those investment opportunities.

Angela Macdonald-Smith
Energy and Resources Writer, Australian Financial Review

Thanks, Meg.

Operator

Your next question comes from Mark Busuttil with J.P. Morgan. Please go ahead.

Mark Busuttil
Executive Director and Energy, Utilities, and Telecommunications Analyst, JPMorgan Chase

Hi, Meg. Just a couple of things. So as you mentioned, typically, these U.S. projects are infrastructure-type assets with 70%-80% gearing and fully contracted. So can you just confirm that's not the way we should be thinking about it? We should be thinking about it as largely uncontracted, probably 10%-20% project gearing in line with your targeted gearing range, which would equate to sort of $13 billion of attributable CapEx spread over, I don't know, 4-5 years. Is that the way we should be thinking about it?

Meg O'Neill
CEO, Woodside Energy

So at the starting point, Mark, that is a fair characterization. But I would note that we do have an intention to bring partners in. And we have received a number of unsolicited requests for collaboration in U.S. LNG from high-quality counterparties around the world. So I think it would be look, I don't want to get to our FID decision ahead of our FID decision. But from a Woodside perspective, our equity stake, we would intend to finance with our normal financing mechanisms. And what our partners do will be up to our partners.

Mark Busuttil
Executive Director and Energy, Utilities, and Telecommunications Analyst, JPMorgan Chase

Okay. Just on the FID side of it then, what things would need to happen before your FID? It's obviously not very far away. I mean, the deal completion is the end of the current calendar year, and you're talking about FID ready in the first quarter of next calendar year. Do you need to have the sale down process in place before you sanction the project, or would you be prepared to sanction the project without it? Do you need to have offtake contracts in place? Do you need to have the project finance in place? Can you give me a bit of an understanding of what needs to happen between now and, I guess, March 25?

Meg O'Neill
CEO, Woodside Energy

Sure. It is a very fast timeline, as you note. So first order of business is to address the conditions precedent in the agreement, including a Tellurian shareholder vote and as well as other regulatory approvals. So our first goal is to close the transaction. We need to finalize the contract with Bechtel. As I said, it's recent vintage data, but there are certain things that could not have been done and cannot be done until we're officially at the table with Bechtel to negotiate. We do want to bring in partners, and the conversations, as I said, are progressing already. Project financing is probably one I can be definitive on. We do not intend to project finance. The timeline to do that is inconsistent with trying to move the project forward at pace, so that is not something we would intend to do.

As I said to some of the other questions, we'll be watching very closely as we head towards FID, particularly in the space of sale downs. We'll want to have confidence that we can bring partners in. But whether or not everything is signed, sealed, and delivered, we'll take a close look as we get closer to that milestone. But the team is going to be out of the box today working to tackle all of those critical path matters that I just described.

Mark Busuttil
Executive Director and Energy, Utilities, and Telecommunications Analyst, JPMorgan Chase

Okay. Thanks, Meg.

Operator

Your next question comes from Matt Mckenzie with The West. Please go ahead.

Matt Mckenzie
Journalist, West Australian

Good morning. A couple of things and they're reasonably similar to what Angela asked. But just to get a bit of an idea, should we consider that America is or investing in America is potentially a better option than Browse or projects in Australia? How do they sort of compare, or can they both be done together?

Meg O'Neill
CEO, Woodside Energy

Look, Matt, I think both can be done. Browse, as we've talked about in the past, is extremely important to help meet Western Australia's domestic gas needs, particularly in the 2030s. So we do continue to push hard to advance Browse. But critical path on Browse is environmental approvals, and that is not fully within our control. So we do want to make sure that we are advancing opportunities that we have greater control over to help ensure that Woodside is a strong and resilient business, not just for the 2030s, but all the way sorry, not just for the 2020s, but all the way through the 2030s, which is what we think Driftwood offers us.

Matt Mckenzie
Journalist, West Australian

Okay. Second question, it seems like you're making more progress in the U.S. in terms of potential gas investments than, say, something like H2OK. I've been asked to just put to you a question about the broader theme of gas versus green hydrogen. Can you just talk a little bit about how you see that playing out in your portfolio?

Meg O'Neill
CEO, Woodside Energy

Well, we've got deep conviction around the role of gas and LNG in particular in helping meet the world's energy needs while it tackles the question of climate change. And Slide 15 in our pack is probably the best illustration of how we think LNG's demand is going to grow over time. Look, the world also wants to develop low-carbon energy sources, but the balance that our customers are trying to strike is the balance between lower carbon and higher cost. So we want to be working on opportunities that offer both of those things. We're not zealots about the color. We think we need to be keeping the aperture open for all sorts of lower-carbon energy sources, regardless of how they're manufactured, if it's electrolysis or if it's using gas as a feedstock.

Matt Mckenzie
Journalist, West Australian

Thank you.

Meg O'Neill
CEO, Woodside Energy

Thanks, Matt.

Operator

That concludes our question and answer session. I'll now hand back to Ms. O'Neill for closing remarks.

Meg O'Neill
CEO, Woodside Energy

All right. Well, thank you, everyone, for taking time to participate in the call. Woodside's second quarter 2024 report will be released tomorrow, and our half-year report on the August 27th. I look forward to speaking to all of you again in August. Thank you for joining us today.

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