TABLE OF CONTENTS
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A.
Directors and Senior Management
B.
Advisers
C.
Auditors
OFFER STATISTICS AND EXPECTED TIMETABLE
Offer Statistics
Method and Expected Timetable
KEY INFORMATION
[Reserved]
Capitalization and Indebtedness
Reason for the Offer and Use of Proceeds
D.
Risk Factors
INFORMATION ON THE COMPANY
History and Development of the Company
Business Overview
Organizational Structure
Property, Plant and Equipment
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Operating Results
Liquidity and capital resources
Research and development, Patents and Licences, etc.
Trend information
E.
Critical Accounting Estimates
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Compensation
Board Practices
Employees
Share Ownership
F.
Disclosure of a registrant’s action to recover erroneously awarded compensation.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major shareholders
Related Party Transactions
Interests of Experts and Counsel
FINANCIAL INFORMATION
Consolidated Statements and Other Financial Information
Significant Changes
THE OFFER AND LISTING
Offer and Listing Details
Plan of Distribution
Markets
Selling Shareholders
Dilution
Expenses of the Issue
ADDITIONAL INFORMATION
Share Capital
Memorandum and Articles of Association
Material Contracts
Exchange controls
1
Taxation
Dividends and Paying Agents
G.
Statement by Experts
H.
Documents on Display
I.
Subsidiary Information
J.
Annual Report to Security Holders.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Debt Securities
Warrants and Rights
Other Securities
American Depositary Shares
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
CONTROLS AND PROCEDURES
[RESERVED]
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
CORPORATE GOVERNANCE
MINE SAFETY DISCLOSURE
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
INSIDER TRADING POLICIES
CYBERSECURITY DISCLOSURE.
FINANCIAL STATEMENTS
EXHIBITS
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INTRODUCTION
Unless otherwise indicated, all references herein to “we”, “our”, the “company”, the “group” or “Woodside” are references to Woodside Energy Group Ltd and its consolidated subsidiaries.
This document is our annual report on Form 20-F for the year ended 31 December 2024 (“2024 Form 20-F”). Reference is made to our 2024 Annual Report, portions of which are attached hereto as Exhibit 15.2 (the “2024 Annual Report”). Only (i) the information included in this 2024 Form 20-F, (ii) the information in the 2024 Annual Report that is incorporated by reference in this 2024 Form 20-F (excluding any information that is identified as intentionally omitted in Exhibit 15.2 hereto and any page references incorporated in the incorporated material unless specifically noted otherwise), and (iii) the other exhibits to this 2024 Form 20-F shall be deemed to be filed with the Securities and Exchange Commission (“SEC”) for any purpose, including incorporation by reference into the Registration Statement on Form F-3 filed on 29 February 2024 (File No. 333-277499), Form S-8 filed on 1 March 2024 (File No. 333-277568 ), Form S-8 filed on 1 September 2023 (File No. 333-274296), Form S-8 filed on 28 February 2023 (File No. 333-270076) and Form S-8 filed on 15 September 2022 (File No. 333-267432) and any other documents filed by us pursuant to the Securities Act of 1933, as amended, which purport to incorporate by reference the 2024 Form 20-F. The full 2024 Annual Report, inclusive of our sustainability report and other information omitted from, or otherwise not incorporated by reference into, this 2024 Form 20-F, has been furnished to the SEC on a Report on Form 6-K.
Unless otherwise indicated, references to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case such reference includes only the information contained under such subheading. Any other information shall not be deemed to be so incorporated by reference.
In addition to the information set out below, the information set forth under the heading “Glossary, units of measure and conversion factors” in Section 6.7 on pages 254-257 of the 2024 Annual Report is incorporated herein by reference.
The 2024 Form 20-F contains references to our website (https://www.woodside.com). Information on our website or any other website referenced in the 2024 Form 20-F is not incorporated into this document and should not be considered part of this document. All references to websites in this 2024 Form 20-F are intended to be inactive textual references for information only and any information contained in or accessible through any such website does not form a part of this 2024 Form 20-F.
The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov.
In this report, references to a year are to the calendar and financial year ended 31 December 2024 unless otherwise stated. All references to dollars, cents or $ in this report are references to US currency and are stated in Woodside share, unless otherwise stated.
Unless otherwise stated, all Woodside results set out in this 2024 Form 20-F include the performance of the interests acquired as part of the merger with BHP’s petroleum business from 1 June 2022.
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements with respect to Woodside’s business and operations, market conditions, results of operations and financial condition, including, for example, but not limited to, outcomes of transactions, statements regarding long-term demand for Woodside’s products, development, completion and execution of Woodside’s projects, expectations regarding future capital expenditures, the payment of future dividends and the amount thereof, future results of projects, operating activities and new energy products, expectations and plans for renewables production capacity and investments in, and development of, renewables projects, expectations and guidance with respect to production, capital and exploration expenditure and gas hub exposure, and expectations regarding the achievement of Woodside’s net equity Scope 1 and 2 greenhouse gas emissions reduction and new energy investment targets and other climate and sustainability goals. All statements, other than statements of historical or present facts, are forward-looking statements and generally may be identified by the use of forward-looking words such as ‘guidance’, ‘foresee’, ‘likely’, ‘potential’, ‘anticipate’, ‘believe’, ‘aim’, ‘aspire’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘target’, ‘plan’, ‘strategy’, ‘forecast’, ‘outlook’, ‘project’, ‘schedule’, ‘will’, ‘should’, ‘seek’ and other similar words or expressions. Similarly, statements that describe the objectives, plans, goals or expectations of Woodside are forward-looking statements. Forward-looking statements in this report are not guidance, forecasts, guarantees or predictions of future events or performance, but are in the nature of future expectations that are based on management’s current expectations and assumptions.
Those statements and any assumptions on which they are based are subject to change without notice and are subject to inherent known and unknown risks, uncertainties, contingencies and other factors, many of which are beyond the control of Woodside, its related bodies corporate and their respective officers, directors, employees, advisers or representatives.
Important factors that could cause actual results to differ materially from those in the forward-looking statements and assumptions on which they are based include, but are not limited to, fluctuations in commodity prices, actual demand for Woodside products, currency fluctuations, geotechnical factors, drilling and production results, gas commercialisation, development progress, operating results, engineering estimates, reserve and resource estimates, loss of market, industry competition, sustainability and environmental risks, climate related transition and physical risks, safety and personnel risks, changes in accounting standards, economic and financial markets conditions in various countries and regions the actions of third parties, project delay or advancement, regulatory approvals, political risks and the impact of armed conflict and political instability (such as the ongoing conflict in Ukraine) on economic activity and oil and gas supply and demand, cost estimates, legislative, fiscal and regulatory developments and the effect of future regulatory or legislative actions on Woodside or the industries in which it operates, including potential changes to tax laws, the impact of general economic conditions, inflationary conditions, prevailing exchange rates and interest rates and conditions in financial markets, and risks associated with acquisitions, mergers and joint ventures, including difficulties integrating or separating businesses, uncertainty associated with financial projections, restructuring, increased costs and adverse tax consequences, and uncertainties and liabilities associated with acquired and divested properties and businesses.
A more detailed summary of the key risks relating to Woodside and its business can be found in Item 3.D. Risk Factors. You should review and have regard to these risks when considering the information contained in this report. If any of the assumptions on which a forward-looking statement is based were to change or be found to be incorrect, this would likely cause outcomes to differ from the statements made in this report.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements. Actual results or performance may vary materially from those expressed in, or implied by, any forward-looking statements. None of Woodside nor any of its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives, nor any person named in this report or involved in the preparation of the information in this report, makes any representation, assurance, guarantee or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any outcomes, events or results expressed or implied in any forward-looking statement in this report. All forward-looking statements contained in this report reflect Woodside’s views held as at the date of this report and, except as required by applicable law, neither Woodside, its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives nor any person named in this report or involved in the preparation of the information in this report intends to, undertakes to, or assumes any obligation to, provide any additional information or update or revise any of these statements after the date of this report, either to make them conform to actual results or as a result of new information, future events or results, changes in Woodside’s expectations or otherwise.
Past performance (including historical financial and operational information) is given for illustrative purposes only. It should not be relied on as, and is not necessarily, a reliable indicator of future performance, including future security prices.
INDUSTRY AND MARKET DATA
This report contains industry, market and competitive position data based on industry publications and studies conducted by third parties, as well as Woodside’s internal estimates and research. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While Woodside believes that each of these publications and third-party studies is reliable and has been prepared by a reputable source, Woodside has not independently verified the market and industry data obtained from these third-party sources and cannot guarantee the accuracy or completeness of such data. Accordingly, undue reliance should not be placed on any of the industry, market and competitive position data contained in this report.
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Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this report and may differ among third-party sources. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in the sections captioned “Risk Factors” and “Forward-Looking Statements” elsewhere in this report. These and other factors could cause results to differ materially from those expressed in Woodside’s forecasts or estimates or those of independent third parties. While Woodside believes its internal research is reliable and its selection of industry publications and third-party studies and the description of its market and industry are appropriate, neither such research nor these descriptions have been verified by any independent source.
CLIMATE STRATEGY AND EMISSIONS DATA
All greenhouse gas emissions data in, or incorporated by reference into, this report are estimates, due to the inherent uncertainty and limitations in measuring or quantifying greenhouse gas emissions, and our methodologies for measuring or quantifying greenhouse gas emissions may evolve as best practices continue to develop and data quality and quantity continue to improve.
Woodside “greenhouse gas” or “emissions” information reported are net equity Scope 1 greenhouse gas emissions, Scope 2 greenhouse gas emissions, and/or Scope 3 greenhouse gas emissions, as the context requires.
Actual performance against Woodside’s targets (including items that are described as a target) and aspirations or goals may be affected by various risks associated with the Woodside business, the uncertainty as to how the global energy transition to a lower carbon economy will evolve, and physical risks associated with climate change, many of which are beyond Woodside’s control.
The glossary and footnotes included, or incorporated by reference, into this 2024 Form 20-F provide further clarification of “lower carbon” where applicable. Woodside uses the term “lower-carbon services” to describe technologies, such as carbon capture utilization and storage, or “CCUS”, or offsets, that may be capable of reducing the net greenhouse gas emissions of our customers.
Additionally, the developments of environmental and climate change-related issues discussed in this report or the information incorporated by reference herein are based on various frameworks and the interests of various stakeholders that are subject to evolve independently of our will. Moreover, materiality, as used in the context of climate and sustainability-related disclosures, may differ from the materiality standards applied by other reporting regimes, including as defined for SEC reporting purposes. Our disclosures on such issues, including climate-related disclosures that are identified as material for purposes of sustainability in this report, may include information that is not necessarily “material” under US securities laws for SEC reporting purposes or under applicable securities law.
Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and joint venture approvals, and third party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Such targets are not guidance. Scope 3 targets potentially include both organic and inorganic investment.
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USE AND RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
Woodside’s financial statements are prepared in accordance with the Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and comply with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Certain parts of this report contain financial measures that are not defined in, and have not been prepared in accordance with, IFRS and are not recognised measures of financial performance or liquidity under IFRS. In addition to the financial information contained in this report presented in accordance with IFRS, certain “non-GAAP financial measures” (as defined in Item 10(e) of Regulation S-K under the US Securities Act of 1933, as amended) have been included in this report. These measures include: EBIT, EBITDA, EBITDA excluding impairment, Gearing, Underlying NPAT, Net debt, Free cash flow, Operating cash flow, Cash margin, Capital expenditure, Exploration expenditure, Net tangible assets, and Net tangible asset per ordinary security.
For further details and a reconciliation of these measures to the most directly comparable IFRS measure presented in Woodside’s financial statements, refer to the information set forth under the heading “Alternative performance measures” in Section 6.6 on pages 250-253 of the 2024 Annual Report is incorporated herein by reference. These non-IFRS financial measures are defined in under the heading “Glossary, units of measure and conversion factors” in Section 6.7 on pages 254-257 of the 2024 Annual Report.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Offer statistics
ITEM 3. KEY INFORMATION
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Woodside recognises that taking risk is necessary for our business and that effective risk management is vital to meeting our objectives. We are committed to managing risks in a proactive, informed and effective manner as a source of competitive advantage.
Our approach is intended to enable risk-informed decision making, which protects us against potential negative impacts and enable us to seek the right opportunities. The objective of our risk management framework is to provide a consolidated view of risks across the company to understand our full risk exposure and prioritise risk management and governance.
Woodside’s Risk Appetite Statement is a vital element of our risk framework. It sets out the Board’s appetite to take risk in pursuit of our strategic objectives. It provides guidance to the executive and senior management teams on the type and amount of risk that is acceptable when making decisions, consistent with other company policies.
Woodside’s risk management process is designed to identify, assess and control risks across the organisation. Company-wide risk management activities occur throughout the year and are reported to the Audit & Risk Committee and executive twice annually, in addition to deep dives on particular risk areas that occur throughout the year.
We categorise risks in three different ways:
1. Strategic risks
These are risks within Woodside’s sphere of influence that could affect our ability to achieve our strategic objectives. Management and the Board consider a range of risks and opportunities that have the potential to deliver or erode value for our organisation in both the near and longer term. We factor these risks into our strategic decision making, as the decisions we make can create, amplify, reduce, or remove current risks and improve our resilience to emerging risks.
Examples of strategic risks and opportunities relevant to Woodside include delivering growth and long-term value through acquisitions and divestments, and the competitiveness of our portfolio mix under a range of scenarios.
2. Emerging risks
These risks capture external threats or factors that have a high degree of uncertainty, are not readily controlled by Woodside and may be unpredictable or rapidly changing. They have the potential to materially affect the achievement of our strategic objectives. Examples include a shifting geopolitical landscape or rapid technological change.
3. Current risks
These quantifiable risks could affect Woodside’s ability to deliver our objectives and require appropriate control and management.
Informed by the International Standard ISO31000 for Risk Management, our risk management process involves these features:
Communicating and consulting
Defining risk scope, context and criteria
Assessing risk
Treating risk
Monitoring and review
Recording and reporting risks.
The risk management process provides a consistent way of identifying, managing and reporting risks that have the potential to materially affect the achievement of Woodside’s objectives. Potential impacts of these risks, were they to eventuate, include those related to health and safety, the environment, the community and culture, our reputation and brand, legal and compliance, and financial. These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations, loss of revenue, increased expenses, infringements on our ability to execute and complete transactions, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
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Woodside prioritises risk management actions and governance through use of a risk register. The functionality within the register provides transparency and enhances the ability of senior leaders to effectively manage and govern risks, including checking that identified actions to address, manage or remove risk have been closed out.
Woodside’s Risk Management Process
The Audit & Risk Committee plays a crucial role in enabling the Board to meet its oversight responsibility in relation to Woodside’s risk management. The Sustainability Committee also focuses on sustainability-related risk management.
Overview of our risk factors
HEALTH & SAFETY
Our business is subject to risks related to safety or major hazard events associated with our activities or facilities. These may include unanticipated or unforeseeable adverse events that affect our ability to respond, manage and recover from such events.
How is this factor relevant to Woodside?
At Woodside, we believe that our ability to operate safely is critical to our competitiveness. Failure to continue to do so could result in potential impacts on people, as well as reputational damage with customers, employees, commercial partners and other stakeholders, and sustained production interruptions leading to an inability to meet production forecasts.
Examples of how this factor may affect Woodside
A loss of containment event or other operational incident on or related to our property or operations could occur, which could have significant impacts including to human health and safety, from personal health, safety and wellbeing through to fatalities. This could result in financial, legal and reputational impacts.
Natural disasters and severe weather events, such as cyclones, floods, freezes and heatwaves, droughts, earthquakes or other acts of nature, social unrest, pandemic diseases, and criminal actions by external parties could result in injuries, loss of life, disruption of our operations or the loss or suspension of permits or other approvals. Coastal operations may be particularly susceptible to disruption from severe weather events.
Woodside’s operations are subject to numerous laws and regulations relating to public and occupational health and safety. The requirements of these laws and regulations are becoming increasingly complex, stringent and expensive to implement and comply with.
ENVIRONMENT
Risks associated with major environmental incidents in connection with our activities or facilities include potential incidents resulting in significant loss of hydrocarbon. We are also subject to risks associated with biodiversity and failure to deliver emission reductions in a timely manner, consistent with regulatory and stakeholder expectations.
Woodside’s operations are subject to environmental impacts or risks that can arise as a result of the nature of our operations.
An incident may result in a significant loss of hydrocarbon to the environment, including when caused by factors that are outside Woodside’s direct control. These factors include natural disasters and severe weather events, such as cyclones, floods, freezes and heatwaves, droughts, earthquakes or other acts of nature, pandemics, well blowouts, fires, explosions, pipeline ruptures, chemical releases, oil releases including maritime releases, releases into navigable waters and groundwater contamination, material or mechanical failure, power outages, industrial accidents, physical or cyber attacks, abnormally pressured or structured formations and other events that cause operations to cease or be curtailed. This may negatively affect Woodside’s businesses and the communities in which we operate.
Woodside’s operations are subject to numerous laws and regulations relating to environmental protection. The requirements of these laws and regulations are becoming increasingly complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable.
Applicable laws and regulations may obligate Woodside to adjust our various operational practices, plans or strategies, which in turn could cause uncertainty and delay, materially adversely affect our business, financial condition or results of operations. We may also be required to maintain financial assurance through bonds or insurance.
Third-party insurance may not provide adequate coverage or Woodside may be self-insured with respect to the related losses.
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CLIMATE
The global response to climate change is changing the way the world produces and consumes energy. Our strategy requires us to make risk-based decisions and seek opportunities to deliver energy solutions. The complex and pervasive nature of climate change means transition risks are interconnected with, and may amplify, other risks. Additionally, the inherent uncertainty of potential societal responses to climate change may create a systemic risk to the global economy. Continuing political, social and industry attention to climate change has resulted in both existing and pending international agreements and national, regional and local legislation and regulatory programs to reduce emissions. These and other government actions could require Woodside to increase operating and maintenance costs and may result in reduced demand for oil and gas. Climate change may also create significant physical risks, such as increased frequency and severity of storms, wildfires, floods and other climatic events, as well as chronic shifts in temperature and precipitation patterns.
Woodside’s risks associated with climate change and the transition to a lower-carbon economy include possible impacts to demand (and pricing) for oil, gas and their substitutes, the policy and legal environment for its exploration, development and production, and Woodside’s reputation and operating environment. We may also face risks related to climate change’s potential to cause physical damage or disruptions to our assets or our value chains.
Physical impacts on our assets or those of our suppliers, customers or communities caused by increased frequency or intensity of natural disasters and severe weather events.
Over- and under- investing in oil and gas reserves leading to an imbalance between our supply and global demand.
Failure to transition to new energy at a pace that serves the global demand, or stakeholder sentiments, or to develop and implement lower-carbon technologies on which Woodside’s strategy may depend.
Some of Woodside’s goals are dependent upon the successful implementation of new and existing technologies on an industrial scale. These technologies are in various stages of development or implementation and may require more capital, or take longer to develop, than currently expected.
Climate-driven changes to legislation, regulation and policy or climate-related litigation resulting in additional costs, preventing or restricting Woodside from conducting activities and having adverse impacts on Woodside’s reputation.
Failure of other organisations to meet emissions targets across the broader oil and gas industry and the reputational impacts for the industry as a whole.
PRODUCTION AND OPERATIONS
We manage a range of risks within our operations, including commercial risks relating to third-party relationships such as joint venture partners, contract counterparties and our supply chain. Woodside is subject to extensive governmental oversight and regulation in the jurisdictions in which we operate, and such regulations may change in ways that adversely affect our business, results of operations and financial condition. In addition, we are required to comply with securities regulations in Australia, the United States and elsewhere.
We manage the estimation of proved oil and gas reserves by using judgement and the application of complex rules, and subsequent downward adjustments of Woodside’s reported reserves estimates are possible.
Our operating assets are subject to a range of operating risks associated with process safety incidents, breaches of cybersecurity, extreme weather events and supply chain disruptions. Disruptions to our supply chain or failure of our contractual counterparties to fulfil their obligations could adversely affect our production, operations and our financial performance, result in litigation or class actions and cause long-term damage to our reputation.
The majority of our major projects and operations are conducted in joint ventures, which may limit our control over, and our ability to effectively manage risks associated with, such projects. For projects in which we are not the operator, we may be unable to directly control the behaviour, performance and cost of operations.
Our operations are subject to various national and local laws, regulations and approvals relating to the exploration, development, production, marketing, pricing, transportation and storage of our products, as well as the management, decommissioning, clean-up and restoration of our properties, and management and disclosure of our operations and impacts.
These laws or regulations could change, and any such changes could have a material adverse effect on our business and financial condition. As such laws and regulations are subject to amendment and reinterpretation over time, we are unable to predict the future cost or impact of complying with such laws. We have incurred and will continue to incur operating and capital expenditures, some of which may be material, to comply with applicable laws, regulations and approvals. The adoption and implementation of new or more stringent legislation, regulations or other regulatory initiatives that result in the imposition of more stringent standards for greenhouse gas emissions from the oil and gas industry could restrict the areas in which this sector may operate and could result in increased compliance costs and changes in product pricing, which could affect consumer demand for our products.
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Additionally, the conduct of Woodside, our employees and our third-party partners could result in actual or alleged breaches of laws, regulations and approvals, including fraud, corruption, anti-competitive behaviour, money laundering, breaching trade or financial sanctions, market manipulation, privacy breaches, ethical misconduct and wider organisational cultural failings.
Estimating proved oil and gas reserves involves subjective judgements and determinations based on available geological, technical, contractual and economic information. New information from production or drilling activities, changes in economic factors, such as oil and gas prices, alterations in the regulatory policies of host governments in the jurisdictions in which we operate, or other events may cause estimates to change over time. Additionally, estimates may change to reflect acquisitions, divestments, new discoveries, extensions of existing fields and improved recovery techniques.
Certain activities are undertaken in deep waters where operations, support services and decommissioning activities are more difficult and costly than in shallower waters. Deepwater locations lack the physical and oilfield service infrastructure present in shallower waters. As a result, these operations may have additional risks and require significant time between a discovery and the time that Woodside can market its production.
Our joint venture participants (JVPs) may have the ability to exercise veto rights to block certain key decisions or actions that we believe are in our or the joint venture’s best interests or approve those matters without our support.
Our JVPs and contractual counterparties may not be able to meet their financial or other obligations to the projects. In addition, the actions of our partners, contractors and subcontractors could result in legal liability and financial loss for Woodside.
A failure to comply with applicable laws, regulations and approvals relating to our operations may result in the assessment of sanctions, including administrative, civil, and criminal penalties, the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures and demand for reimbursement for government or regulatory actions, the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of current or proposed projects including via government orders, suspension or revocation of licences, permits, government contracts or approvals, and issuance of injunctions restricting or prohibiting some or all of our activities in a particular area.
Supply chain disruptions such as extended lead times for critical spares or imposition of trade sanctions or export controls on key suppliers, may cause outages at our operations, increased costs or delays on our projects.
Joint venture participants or contractual counterparties may be primarily responsible for the adequacy of the human or technical competencies and capabilities which they bring to bear on the joint project, which may not be adequate.
The suspension, revocation, failure to renew or alteration of, or challenges to, the terms of the licences, permits, government contracts or approvals required for our operations.
Government policy objectives in the countries in which we do business, now or in the future, could take the form of increased governmental regulations (including in respect of restoration, protection of the environment, levels of greenhouse gas emissions, protection of natural resources, and worker health and safety), redirection of product distribution (such as domestic gas reservation policies), changes in taxation regulation or enforcement (including, for example, changes in tax rates or increased focus on audits), taxation subsidies or royalties, nationalisation of resource assets or restrictions or moratoriums on our operations on government leases, limitations on periods of lease retention, interference with the confidentiality and availability of information, forced renegotiation of contracts, changes in laws and policies governing operations of foreign-based companies, trade sanctions, currency restrictions and exchange rate fluctuations and other governmental steps.
Actual or alleged violations of the securities laws that we are subject to could result in private or governmental litigation, civil penalties, regulatory action and shareholder class actions.
The process of estimating oil and natural gas reserves is complex and requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently uncertain. Actual production, revenues, expenditures, prices of hydrocarbons and taxes with respect to Woodside’s reserves may vary from estimates and the variance may be material. Woodside has in the past and may in the future record impairments resulting from declines in oil and gas prices or other factors. Downward adjustments of our reported reserves estimates could indicate lower future production volumes or the impairment of assets.
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GROWTH
Growth risks associated with delivery of both major and complex multi-year execution project activities and transactions (including acquisitions and divestments) across multiple locations around the world, including a reliance on third parties for materials, products and services.
Oil and gas
In order to maintain our production levels and deliver shareholder value, Woodside must continue to identify growth opportunities, organic and inorganic, and commercialise them. To maintain a stable pipeline of future projects and realise the full value of growth opportunities, Woodside competes with a wide range of multinational and nationalised oil and gas companies, in addition to individual producers and new energy companies. Failure to effectively compete with these companies may result in the inability to continue to expand Woodside’s current operations and meet our objectives.
Woodside must continue to effectively manage relationships with industry partners. For example, at times we enter joint ventures with organisations that may also be competing oil and gas suppliers. It is essential that our voice is heard both within our industry and more broadly. In order for us to effectively communicate, we may at times align with industry bodies to advocate what we believe is in the best interests of our stakeholders. In addition, our current and planned projects involve uncertainties and operating risks that could prevent us from realising profits or result in the total or partial loss of our investment.
New energy
We have set targets for our new energy products and lower-carbon services.1 There is uncertainty around the pace of required technological innovation and the reliability of technologies that will be needed to transition to a lower-carbon economy. In addition, new sources of energy, such as hydrogen or ammonia, may be more difficult to commercialise than expected or may not be able to be commercialised safely or as efficiently as expected at scale. Woodside may also face unforeseen obstacles in the commercialisation of a future carbon capture business and in the implementation of other lower-carbon services and emission reduction efforts.
An unbalanced portfolio of oil and gas and new energy, which may not meet the market’s needs.
Limited or reduced market share resulting in a loss of shareholder value.
Our competitors may be able to pay more for exploratory prospects and productive oil and natural gas properties or may be able to define, evaluate, bid for and purchase a greater number of properties and prospects, including operatorships and licences, than our financial or human resources permit.
Our projects could experience slippage in implementing schedules, permitting delays, shortages of or delays in the delivery of equipment or purpose-built components from suppliers, escalation in capital cost estimates, possible shortages of construction or other personnel, other labour shortages, environmental occurrences during construction that result in a failure to comply with environmental regulations or conditions on development, or delays and higher-than-expected costs due to the remote location of the projects, the impact of global conflicts on the relevant workforce or supply chain, other unanticipated supply chain disruptions, natural disasters, accidents, miscalculations, political or other opposition, litigation, acts of terrorism, operational difficulties, climate change-related risks or other events associated with that construction that may result in the delay, suspension or termination of our projects.
An inability to obtain financing at acceptable costs, or at all, for the development of new projects.
Failure to implement our new energy plans within our anticipated timeframe and in line with global demands.
Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and joint venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment.
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Failure to identify, execute or implement strategic transactions, including acquisitions and divestments, or to achieve the full benefits of those transactions. In particular, difficulties in integrating and developing acquired assets may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns. The integration and development process may be subject to delays or changed circumstances, and we can give no assurance that the acquired assets will perform in accordance with our expectations or that our expectations with respect to the opportunities from any acquisitions will materialise.
The development of acquired assets may lead to the incurrence of significant capital and operating expenses, in addition to potential capital expenditures that may occur as a result of executing our previously disclosed strategy in relation to our new energy investment target and other potential growth projects. For instance, in 2024, we completed two significant transactions involving major energy projects in the US Gulf Coast – Louisiana LNG and the Beaumont New Ammonia Project. The complexity and magnitude of the development effort associated with the acquired assets, particularly in relation to Louisiana LNG, may require significant capital and operating expenses to support the development of those operations.
A significant increase in capital expenditures could have adverse consequences on our business, financial conditions and future prospects, including that we may be required to incur additional debt and we may not be able to obtain financing in the future on acceptable terms or at all for working capital, capital expenditures, acquisitions, debt service requirements or other purposes.
Credit rating agencies could downgrade our credit ratings below currently expected levels, and we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions.
Failure to remain commercially and technologically competitive to efficiently develop and operate an attractive portfolio of assets, to obtain access to new opportunities and to keep pace with deployment of new technologies and products.
Woodside operates in highly competitive markets. A number of competitors are larger and have greater resources than Woodside. There may be greater-than-expected competition in the markets in which Woodside competes, including those for new energy products and lower-carbon services.
Failure to generate returns in line with our capital allocation framework.
SOCIAL LICENCE
Social licence risks are associated with actual or perceived deviation from social or business expectations of ethical behaviour (including breaches of laws or regulations) and social responsibility (including environmental impact and community contribution), particularly as these expectations evolve and as Woodside expands its operations around the world.
Traditional Owners and Custodians, government authorities, investors and other groups form significant relationships with our organisation. These relationships are built on the trust that Woodside will meet our stakeholders’ expectations. We must also consider the role our commercial agreements play in relation to human rights around the world, as we have a responsibility to ensure the rights of all humans are not negatively affected by our organisation.
These are some of the most significant risks to our relationships with stakeholders:
Engaging in activities that have real or perceived adverse impacts on the environment, climate, biodiversity, human rights or cultural heritage.
Failing to meet our net equity Scope 1 and 2 emissions reduction targets. or investment targets in new energy products and lower carbon services.1,2
Inadequately responding to quickly evolving expectations of Woodside (including expectations that may significantly differ in the various jurisdictions in which we operate).
Additionally, third-party risks that are outside of our control could negatively affect our reputation and licence to operate, such as oil spills or other disasters, or crisis scenarios that cause collateral damage to Woodside’s licence to operate via reputational damage to the oil and gas industry at large.
Targets and aspiration are for net equity Scope 1 and 2 greenhouse gas emissions relative to a starting base of 6.32 Mt CO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a FID prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets.
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Lost or limited stakeholder support for our current business and future opportunities, including the refusal of, or delay in, the extension or grant of exploration, development or production contracts or leases, and development delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorisations.
Woodside is a global company, operating in a number of jurisdictions. Stakeholders and regulators in the areas in which we operate have increasingly expressed or pursued divergent views, legislation and investment expectations with respect to sustainability matters, which may increase the social licence risks in those areas.
New or amended laws and regulations, or new or different applications or interpretations of existing laws and regulations,
Risks related to the violation of certain laws and regulations, including class action lawsuits, litigation and activism, allegations of legal compliance failures and greenwashing.
Reductions in the availability of, or less favourable terms for, financing and other forms of capital.
Decreased ability to attract and retain a talented workforce, and other operational concerns.
PEOPLE & CULTURE
These risks are associated with the ability to attract, retain, develop and motivate key employees to succeed and safeguard both current and future performance and growth.
People are key to the success of Woodside. We must build and maintain a capable workforce if we are to achieve our objectives. An effective operating model with a balanced organisational structure will allow us to conduct our operations and pursue new opportunities. For Woodside to remain an employer of choice, our culture must support our current employees and attract the best new candidates. The conduct of Woodside, our employees and our third-party partners could result in actual or alleged breaches of laws, regulations and approvals, including fraud, corruption, anti-competitive behaviour, money laundering, breaching trade or financial sanctions, market manipulation, privacy breaches, ethical misconduct and wider organisational cultural failings.
During periods of high demand for skilled resources, Woodside may be unable to fill critical roles at acceptable costs or at all, leading to operational impacts.
A limited ability to operate due to our people leaving critical roles.
An inability to pursue innovation opportunities due to a skills shortage.
Loss of key personnel or expert knowledge.
An inability to reach timely agreements with employees including where representation by third parties may result in industrial action.
Actual or alleged misconduct, including fraud and corruption.
FINANCIAL MANAGEMENT
These risks are those associated with interest rates, inflation, and fluctuations in commodity price and foreign exchange.
Woodside must be financially well positioned in order to pursue our strategic objectives and remain resilient during times of economic challenge. Several factors can affect our position.
Capital management
For Woodside to operate sustainably we must make risk-informed decisions related to allocation of capital. We seek to apply a disciplined and balanced approach to capital management through the commodity price cycle.
From time to time, Woodside has relied on access to capital markets for funding. Our ability to obtain additional financing or refinancing will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions.
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Foreign exchange risk:
Woodside is exposed to foreign currency risk from future commitments, financial assets and financial liabilities that are not denominated in US dollars. See section A in Notes to the financial Statements in “Item 18. Financial Statements” in this 2024 Form 20-F for further information.
Interest rate risk:
This is the risk that Woodside’s financial position will fluctuate due to changes in market interest rates. Woodside’s risk relates primarily to financial instruments with floating interest rates including long-term debt obligations, cash and short-term deposits. See section C in Notes to the financial Statements in “Item 18. Financial Statements” in this 2024 Form 20-F for further information.
A reduced ability to fund our strategy including our projects.
Impairments of assets, goodwill or other intangible assets, or a significant increase in capital and operational expenditure as a result of acquisitions, could have a significant negative effect on our reported net income and our ability to pay dividends in one or more accounting periods if the level of impairment were to exceed profits available for distribution.
COMMERCIAL AND MARKET
Commercial and market risks are associated with the ability to capture value whether markets are stable or volatile. Generally, Woodside does not have control over the factors that affect market development and prices.
Woodside’s revenues are primarily derived from the sale of oil and gas. The prices Woodside receives for these products are variable and are affected by global economic factors beyond Woodside’s control. We seek to forecast changes in the economic factors to enable us to maintain a strong market position during challenging economic times. See “Item 11. Quantitative and qualitative disclosures about market risk” of this 2024 Form 20-F.
Significant volatility in energy prices, such as the volatility experienced in recent years, may increase the challenges associated with future revenue and delivery of our strategy
An imbalance in supply and demand can affect commodity prices and our ability to forecast market conditions determines whether we are affected positively or negatively.
The exploration and production of hydrocarbons is a highly competitive business. Woodside has many competitors (including national oil companies), some of which are larger and better funded; may be willing to accept greater risks; have greater access to capital; have substantially larger staffs; or have special competencies.
Woodside may become a less attractive joint venture participant.
Shareholder returns are reduced due to lower commodity prices.
Woodside’s acquisition activities carry risks that it may not fully realise anticipated benefits due to less-than-expected reserves or production or changed circumstances, such as declines in prices of hydrocarbons or an inability to capture market optimisation opportunities; bear unexpected integration costs or experience other integration difficulties; experience share price declines based on the market’s evaluation of the activity; or be subject to costs or liabilities that are greater than anticipated.
If we inaccurately forecast the global demand for our LNG products we may face difficulties obtaining longer-term sales contracts with desirable commercial terms.
If counterparties to our derivative instruments are unable to fulfil their obligations, a larger percentage of our future oil and gas production could be subject to price changes.
DIGITAL AND CYBERSECURITY
These risks are associated with adopting and implementing new technologies, while safeguarding our digital information and landscape (including from cyber threats) across our value chain.
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Woodside must relentlessly protect the confidentiality, integrity and availability of digital information and operational technologies. Woodside’s technology systems including artificial intelligence and machine learning technologies may be targeted by an internal or external malicious act or our systems may be disrupted unintentionally. Additionally, the cost of implementing and maintaining effective technology systems may be higher than anticipated. While our technology controls are designed to protect against all causes of disruption, we cannot be certain that they will protect our systems in all cases.
In the event of a cyber attack, Woodside’s confidential or sensitive information may be made public or held for ransom.
Our operations may be disrupted if unauthorised access to our process control systems, or the systems of vendors on which we rely, occurs.
Litigation and governmental investigations may arise from the occurrence of a cyber attack.
There may be potential adverse impacts on our reputation, the safety and privacy of our employees and the communities in which we operate.
ITEM 4. INFORMATION ON THE COMPANY
Woodside was registered under Australian corporate law in 1971 and listed on the Australian Securities Exchange (the ASX) on 18 November 1971. Woodside’s shares are currently listed on the ASX under the ticker symbol ‘WDS’ and its American Depositary Shares (ADS) are listed on the NYSE under the symbol ‘WDS’. Following the approval of Woodside shareholders at Woodside’s Annual General Meeting on 19 May 2022, Woodside changed its name from ‘Woodside Petroleum Ltd.’ to ‘Woodside Energy Group Ltd’ effective 20 May 2022. Woodside’s registered office is Mia Yellagonga, 11 Mount Street, Perth, Western Australia 6000, Australia, telephone +61 8 9348 4000.
The information set forth under the following headings of the 2024 Annual Report is incorporated herein by reference:
Section 1: Overview from pages 6-15
Section 3: Our Business from pages 26-42
Documents on display in Section 6.4: Shareholder statistics on page 240.
See Three-Year Financial Analysis in “Item 5.A Operating Results” of this 2024 Form 20-F.
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Section 2: Strategy and Financial Performance from pages 16-25
Section 6.3: Additional disclosures from pages 225-237.
Applicable laws and regulations
Government regulations in Section 6.3: Additional disclosures from pages 230-236
Material limitations in Section 6.3: Additional disclosures on page 236
Summary of material legal proceedings in Section 6.3: Additional disclosures on page 236-237.
Disclosures regarding oil and gas operations
Drilling and other exploratory and development activities in Section 6.3: Additional disclosures on page 225
Present development activities continuing as of 31 December 2024 in Section 6.3: Additional disclosures on page 225
Oil and gas properties, wells, operations and acreage in Section 6.3: Additional disclosures on pages 226
Delivery commitments in Section 6.3: Additional disclosures on page 226
Production in Section 6.3: Additional disclosures on page 227.
RESERVES STATEMENT
About the Reserves Statement
This Reserves Statement presents Woodside’s proved oil and gas reserves, as of 31 December 2024, in accordance with the regulations of the United States Securities and Exchange Commission (SEC).1
Unless stated otherwise, the following apply to this Reserves Statement: The effective date for reserves estimates is 31 December 2024. Estimates have been prepared in accordance with the reserves definitions of Rules 4-10(a) of SEC Regulations S-X and are calculated using SEC-compliant economic assumptions and pricing. Production is reported for the period from 1 January 2024 to 31 December 2024. Reserves and production stated are Woodside’s net share and inclusive of fuel consumed in operations. See “Methodology” below.
All numbers are internal estimates produced by Woodside. Estimates of reserves should be regarded only as estimates that may change over time as additional information and production history becomes available. See “Forward-Looking Statements”.
2024 proved reserves
Woodside produced a total of 206.3 MMboe in 2024, including 192.7 MMboe produced for sale and 13.6 MMboe of production consumed primarily as fuel in operations.2 At 31 December 2024, Woodside’s remaining proved (1P) reserves were 1,975.7 MMboe (Table 1, 2).
As a result of completion of the sale of 10.0% and 15.1% non-operating participating interest in the Scarborough Joint Venture in Australia, Woodside’s proved undeveloped reserves decreased by 323.0 MMboe (shown as acquisitions and divestments in Table 2, 3).
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In 2024, revisions of previous estimates and extensions resulted in proved reserves increases of 54.9 MMboe. Key drivers for these changes include:
post start-up field performance at Sangomar in Senegal contributed to a proved reserves increase of 16.2 MMboe
performance based revisions, technical updates, and the final investment decision on a development opportunity in North West Shelf in Australia contributed to a proved reserves increase of 13.4 MMboe3
performance and technical updates at Bass Strait and multiple Exmouth fields in Australia contributed to a proved reserves increase of 20.5 MMboe
final investment decision on Xena-3 in Greater Pluto in Australia resulted in extensions of proved reserves of 7.1 MMboe
initial field performance and technical updates at Mad Dog Phase 2 in the United States contributed to a proved reserves decrease of 8.1 MMboe
The transfers of undeveloped to developed reserves associated with successful start-up of Sangomar, start-up of development wells in the United States and start-up of two compression projects in Australia are discussed in the 2024 proved undeveloped reserves section of this Reserves Statement.
Table 1: Woodside’s proved reserves4,5,6 overview (net Woodside share, as at 31 December 2024)
NGLs8
MMbbl11
Total9
MMboe12
Fuel included
in totalMMboe
Proved13 developed14 and undeveloped15
Proved developed
Proved undeveloped
Small differences due to rounding
2023 proved reserves
Woodside produced a total of 201.0 MMboe in 2023, including 186.1 MMboe produced for sale and 15.0 MMboe of production consumed primarily as fuel in operations.2 At 31 December 2023, Woodside’s remaining proved reserves were 2,450.1 MMboe (Table 2).
The first-time booking of reserves at Trion in Mexico and Mad Dog Southwest in the United States increased proved reserves by 204.1 MMboe (shown as extensions and discoveries in Table 2), of which:
final investment decision and regulatory approval of the field development plan at Trion in August 2023 increased proved reserves by 194.8 MMboe16; and
approval of the Mad Dog Southwest Extension project increased proved reserves by 9.3 MMboe.
Revisions of previous estimates in 2023 resulted in a net increase of 61.8 MMboe for proved reserves. Key drivers for these revisions include:
asset optimisation, including injector to producer conversions, and field performance at Angostura and Ruby in Trinidad and Tobago contributed to a proved reserves increase of 13.0 MMboe
improved overall field performance and technical updates in North West Shelf increased proved reserves by 49.7 MMboe
performance based revisions at Shenzi decreased proved reserves by 13.4 MMboe.
The transfers of undeveloped reserves to developed reserves are discussed in the 2023 proved undeveloped reserves section of this Reserves Statement.
2022 proved reserves
Woodside produced 156.8 MMboe for sale in 2022, including 61.4 MMboe produced from 1 June 2022 from interests acquired as part of the merger with the BHP Petroleum business on 1 June 2022 (Acquired Assets). An additional 14.9 MMboe of production was consumed primarily as fuel in operations in the year ended 31 December 2022 resulting in a total production of 171.7 MMboe for 2022.2 At 31 December 2022, Woodside’s remaining proved reserves were 2,385.2 MMboe (Table 2).
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The acquisition of the Acquired Assets on 1 June 2022 increased Woodside’s proved reserves as at 1 June 2022 by 922.8 MMboe to 2,339.6 MMboe. These changes are further described below.
2022 included revisions of previous estimates of 202.5 MMboe for proved reserves. Key drivers for the revisions include:
completion of an Atlantis full field integrated subsurface study that resulted in a 46.3 MMboe increase in proved reserves
inclusion of offshore fuel gas reserves and favourable commodity prices resulting in a net increase of 51.7 MMboe to proved undeveloped reserves at Scarborough
inclusion of fuel gas reserves and incorporation of drilling results at Sangomar resulting in a proved undeveloped reserves increase of 24.7 MMboe
improved overall field performance at Pluto, North West Shelf, and Julimar-Brunello led to proved reserves increases of 31.7 MMboe, 17.6 MMboe, and 25.7 MMboe, respectively.
The transfers of undeveloped reserves to developed reserves are discussed in the 2022 proved undeveloped reserves section of this Reserves Statement.
Methodology
Reserves estimates have not been adjusted for risk. Proved reserves are estimated and reported on a net interest basis, excluding royalties owned by others, in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. As defined by the SEC, proved reserves are those quantities of crude oil, natural gas, and natural gas liquids that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs and under existing economic conditions, operating methods, operating contracts, and government regulations. Unless evidence indicates that renewal of existing operating contracts is reasonably certain, estimates of economically producible reserves reflect only the period before the contracts expire. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence within a reasonable time.
Proved reserves are estimated by reference to available well and reservoir information, including but not limited to well logs, well test data, core data, production and pressure data, geologic data, seismic data and, in some cases, similar data from analogous, producing reservoirs. A wide range of engineering and geoscience methods, including performance analysis, numerical simulation, well analogues and geologic studies, have been used to develop high confidence in estimated quantities.
Governance and assurance
Woodside has several processes designed to provide assurance for reserves reporting, including its Reserves and Resources Policy and Standards, reserves estimation guidance, annual staff training and minimum experience levels. In addition, Woodside has a dedicated and independent Corporate Reserves Team (CRT) that provides oversight and assurance of the reserves assessments and reporting processes. Reserves are estimated by staff in teams directly responsible for development and production activities. These individuals are trained in the fundamentals of reserves reporting and are approved by the CRT on an annual basis. Reserves estimates are reviewed annually by the CRT to ensure technical quality, adherence to Woodside’s Reserves and Resources Policy and Standards and compliance with SEC reporting requirements. All reserves are reviewed and approved by Woodside’s Qualified Petroleum Reserves Evaluator and approved by senior management and Woodside’s Board prior to public reporting.
Qualified Petroleum Reserves Evaluator statement
The estimates of petroleum reserves are based on and fairly represent information and supporting documentation prepared by, or under the supervision of Mr. Benjamin Ziker, Woodside’s Vice President Reserves and Subsurface, who is a full-time employee of the company and a member of the Society of Petroleum Engineers. The Reserves Statement as a whole has been approved by Mr. Ziker. Mr. Ziker’s qualifications include a Bachelor of Science (Chemical Engineering) from Rice University (Houston, Texas, USA), and 26 years of relevant experience.
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Table 2: Proved developed and undeveloped reserves reconciliation (net Woodside share, three years ending 31 December 2024)
Oil &condensate
Naturalgas
NGLs
Total
Reserves as at 31 December 2021
Acquisitions and divestments18
Extensions and discoveries19
Revision of previous estimates20
Production
Reserves as at 31 December 2022
Acquisitions and divestments
Extensions and discoveries
Revision of previous estimates
Reserves as at 31 December 2023
Reserves as at 31 December 202421
Proved developed and undeveloped reserves
Proved developed reserves
as at 31 December 2021
as at 31 December 2022
as at 31 December 2023
as at 31 December 2024
Proved undeveloped reserves
2024 proved undeveloped reserves
At 31 December 2024, Woodside’s remaining proved undeveloped reserves were 1,268.9 MMboe, representing a decrease of 443.6 MMboe from the 1,712.5 MMboe as at 31 December 2023 (Table 3).
Following completion of the sales of 10.0% and 15.1% non-operating participating interest in the Scarborough Joint Venture in March 2024 and October 2024, respectively, Woodside’s proved undeveloped reserves decreased by 323.0 MMboe.
In 2024, 132.6 MMboe of proved undeveloped reserves were transferred to proved developed reserves with start-up of development wells in Sangomar (94.5 MMboe), Mad Dog and Atlantis (24.0 MMboe), and compression projects at Bass Strait (9.3 MMboe) and Macedon (4.9 MMboe).
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Revisions of previous estimates resulted in proved undeveloped reserves increases of 5.0 MMboe. Technical updates at Greater Pluto resulted in proved undeveloped reserves increases of 20.7 MMboe, primarily due to production acceleration and onshore facility limits. Initial field performance and technical updates at Mad Dog and strong base performance at Julimar-Brunello in Australia contributed to proved undeveloped reserves decreases of 12.4 MMboe and 7.4 MMboe, respectively. The final investment decision and approval of multiple development opportunities in the United States and Australia, and minor development plan changes in the United States, resulted in proved undeveloped reserves increases of 5.2 MMboe.
The final investment decision on a single well development in Greater Pluto (Xena-3) resulted in extensions of proved undeveloped reserves of 7.1 MMboe.
Only undeveloped reserves in Julimar-Brunello have remained undeveloped for longer than five years from the dates they were initially reported and are expected to be developed in a phased manner to meet long-term contractual commitments. The project is included in the company business plan, demonstrating the intent to proceed with the development.
As of 31 December 2024, approximately 88% of Woodside’s proved undeveloped reserves are scheduled to be developed within five years of initial disclosure. The remaining proved undeveloped reserves (approximately 12%) are associated with large and complex capital investment projects, which are scheduled to be developed beyond five years from initial disclosure primarily due to facility ullage constraints and scheduled offshore drilling campaigns. Woodside is committed to these projects and continues to actively progress the development of these volumes.
During 2024, Woodside incurred approximately US$4.0 billion progressing the transfer of proved undeveloped reserves for projects where development status was achieved in 2024 or is expected to be achieved when development is completed in the future.
2023 proved undeveloped reserves
At 31 December 2023, Woodside’s remaining proved undeveloped reserves were 1,712.5 MMboe, representing an increase of 97.2 MMboe from the 1,615.2 MMboe as at 31 December 2022 (Table 3).
Extensions and discoveries increased proved undeveloped reserves by 204.1 MMboe following the final investment decision and regulatory approval of the field development plan at Trion, and approval of the Mad Dog Southwest Extension project.
In 2023, 87.7 MMboe of proved undeveloped reserves were transferred to proved developed reserves with start-up of development wells in Mad Dog Phase 2 (56.0 MMboe), Shenzi North (10.5 MMboe), Atlantis (8.7 MMboe), and Pyrenees (1.1 MMboe), and completion of offshore Pluto water handling (11.3 MMboe). Technical studies and performance resulted in a 3.4 MMboe decrease to proved undeveloped reserves. The effect of commodity prices relative to 2022 resulted in a 15.8 MMboe reduction to proved undeveloped reserves at Sangomar.
As of 31 December 2023, approximately 89% of Woodside’s proved undeveloped reserves are scheduled to be developed within five years of initial disclosure. The remaining proved undeveloped reserves (approximately 11%) are associated with large and complex capital investment projects, which are scheduled to be developed beyond five years from initial disclosure primarily due to facility ullage constraints and scheduled offshore drilling campaigns. Woodside is committed to these projects and continues to actively progress the development of these volumes.
During 2023, Woodside incurred approximately $4.7 billion progressing the transfer of proved undeveloped reserves for projects where development status was achieved in 2023 or is expected to be achieved when development is completed in the future.
2022 proved undeveloped reserves
At 31 December 2022, Woodside’s remaining proved undeveloped reserves were 1,615.2 MMboe, which is roughly 68% of the total remaining proved reserves of 2,385.2 MMboe (Table 3). This represents an increase in proved undeveloped reserves of 539.9 MMboe from the 1,075.3 MMboe as at 31 December 2021. The largest element of this increase was a 529.7 MMboe increase as a result of the acquisition of the Acquired Assets.
During 2022, a total of 54.0 MMboe proved undeveloped reserves were transferred to proved developed reserves through development activities primarily in the following projects: Greater Western Flank Phase 3 and Lambert Deep developments at North West Shelf in Australia (20.5 MMboe), infill well (XNA02) to support ongoing production from the Pluto LNG Project in Australia (15.8 MMboe), and multiple development opportunities at Shenzi in the United States including installation and commissioning of subsea multiphase pumping and well completions (17.1 MMboe).
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Development plan changes in Sangomar and Julimar-Brunello Phase 3 resulted in increases to proved undeveloped reserves of 24.7 MMboe and 4.1 MMboe, respectively. Favourable commodity prices resulted in an increase of 15.5 MMboe in proved undeveloped reserves. Additionally, a net increase of 19.9 MMboe in proved undeveloped reserves occurred due to positive revisions in Scarborough21 and Bass Strait partially offset by negative revisions due to technical studies and performance at Pluto and Julimar-Brunello.
During 2022, Woodside incurred approximately $3.5 billion progressing the transfer of proved undeveloped reserves for projects where development status was achieved in 2022 or is expected to be achieved when development is completed in the future.
Table 3: Proved undeveloped reserves reconciliation (net Woodside share, three years ending 31 December 2024)
Proved undeveloped opening balance
Transfers to proved developed reserves
Performance, technical studies, and other
Development plan changes
Price
Proved undeveloped closing balance
Notes to the Reserves Statement
Woodside is an Australian company listed on the Australian Securities Exchange and the New York Stock Exchange. Woodside reports its proved reserves in accordance with SEC regulations. These guidelines are also compliant with 2018 Society of Petroleum Engineers/World Petroleum Council/American Association of Petroleum Geologists/Society of Petroleum Evaluation Engineers Petroleum Resources Management System (SPE-PRMS).
‘Production’ is the volume of natural gas, natural gas liquids (NGLs), condensate and oil produced during the period from 1 January to 31 December of the reporting year, and converted to ‘MMboe’ for the specific purpose of reserves reconciliation. The production volume figures in this Reserves Statement differ from the production volume figures reported in Woodside’s annual and quarterly reports, because the production volume figures reported in this Reserves Statement include all fuel consumed in operations but exclude 0.9 MMboe (2022), 1.1 MMboe (2023), and 1.2 MMboe (2024) in excess of reserves working interest percentage from Pluto non-operating participants processed via the Pluto-KGP Interconnector. Other small differences are due to rounding.
In this Reserves Statement, Woodside’s interests, including those in the North West Shelf Project Area and Julimar-Brunello, represent interests at the end of the reporting period. On 19 December 2024 Woodside issued an announcement entitled “Woodside Simplifies Portfolio and Unlocks Long-Term Value”, describing an asset swap with Chevron. The transaction would, if completed, result in changes to Woodside’s interests in the North West Shelf Project Area and Julimar-Brunello, effective as of 1 January 2024. Completion of the transaction is subject to customary conditions precedent, including Australian Competition and Consumer Commission and Foreign Investment Review Board clearances and other applicable State and Federal and regulatory approvals, relevant third-party consents and pre-emption rights of the continuing joint venture participants. The transaction is also subject to the completion of Julimar Phase 3 Project execution and handover which is expected in 2026, and the completion of certain ongoing abandonment activities.
For offshore oil projects, the reference point is defined as the outlet of the floating production storage and offloading facility (FPSO) or platform, while for the onshore gas projects the reference point is defined as the outlet of the downstream (onshore) gas processing facility.
‘Reserves’ are estimated quantities of petroleum that have been demonstrated to be producible from known accumulations in which the company has a material interest from a given date forward, at commercial rates, under presently anticipated production methods, operating conditions, prices, and costs. Woodside reports reserves inclusive of all fuel consumed in operations. Proved reserves are estimated and reported in accordance with SEC regulations which are also compliant with SPE-PRMS guidelines. SEC-compliant proved reserves estimates use a more restrictive, rules-based approach and are generally lower than estimates prepared solely in accordance with SPE-PRMS guidelines due to, among other things, the requirement to use commodity prices based on the average of first of month prices during the 12-month period in the reporting company’s fiscal year.
All proved reserves estimates have been estimated using deterministic methods and reported on a net interest basis in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. Unless otherwise stated, all petroleum estimates reported at the company or region level are aggregated by arithmetic summation by category. The aggregated proved reserves may be a conservative estimate due to the portfolio effects of arithmetic summation.
‘Natural gas’ is defined as the gas product associated with liquefied natural gas (LNG) and pipeline gas. Liquid volumes of crude oil, condensate and NGLs are reported separately.
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‘Natural gas liquids’ or ‘NGLs’ is defined as the product associated with liquified petroleum gas (LPG) and consists of propane, butane, and ethane - individually or as a mixture.
‘Total’ includes fuel consumed in operations.
‘Bcf’ means billions (109) of cubic feet of gas at standard oilfield conditions of 14.696 psi (101.325 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius).
‘MMbbl’ means millions (106) of barrels of NGLs, oil and condensate at standard oilfield conditions of 14.696 psi (101.325 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius).
‘MMboe’ means millions (106) of barrels of oil equivalent. Natural Gas volumes are converted to oil equivalent volumes via a constant conversion factor, which for Woodside is 5.7 Bcf of dry gas per 1 MMboe. Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio.
‘Proved reserves’ are those quantities of crude oil, condensate, natural gas and NGLs that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs and under existing economic conditions, operating methods, operating contracts, and government regulations. Proved reserves are estimated and reported on a net interest basis in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X.
‘Developed reserves’ are those reserves that are producible through currently existing completions and installed facilities for treatment, compression, transportation and delivery, using existing operating methods and standards.
‘Undeveloped reserves’ are those reserves for which wells and facilities have not been installed or executed but are expected to be recovered through future significant investments.
The estimation of material additions to proved reserves was developed through the utilization of available well and reservoir information. This included, but not limited to, well logs, well test data, core data and analyses, seismic data, pressure data, PVT data, and geologic data. This information formed the basis for a range of engineering and geoscience analyses, including numerical simulation, uncertainty studies, analogue benchmarking, and geologic and petrophysical studies.
‘International’ consists of Trinidad and Tobago, Senegal, Mexico, and the United States, none of which individually accounts for 15% or more of Woodside’s total proved reserves as of 31 December 2024. The United States accounts for the largest percentage of proved reserves within the ‘International’ segment. In reporting years 2022, 2023, and 2024, the United States accounted for 325.3 MMboe (14%), 291.6 MMboe (12%), and 249.7 MMboe (13%) of Woodside’s total proved reserves, respectively.
‘Acquisitions and divestments’ are revisions that represent changes (either upward or downward) in previous estimates of reserves which result from either purchase or sale of interests and/or execution of contracts conveying entitlement.
‘Extensions and discoveries’ represent additions to reserves that result from increased areal extensions of previously discovered fields demonstrated to exist subsequent to the original discovery and/or discovery of reserves in new fields or new reservoirs in old fields.
‘Revision of previous estimates’ are changes (either upward or downward) in previous estimates of reserves, resulting from new information normally obtained from development drilling and production history, or resulting from a change in economic factors.
Scarborough proved undeveloped reserves as at 31 December 2024 are 5,494.7 Bcf (964.0 MMboe). Development activities are underway. In this Reserves Statement, Scarborough estimates are based on 74.9% interest in the Scarborough Joint Venture.
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Supplementary oil and gas information pursuant to FASB Topic 932
The following information is reported pursuant to Financial Accounting Standards Board (FASB) Accounting Standard Codification ‘Extractive Activities-Oil and Gas’ (Topic 932) and SEC requirements set out in Subpart 1200 of Regulation S-K.
Reserves
Proved oil and gas reserves information is included above under the heading “Reserves Statement”.
Capitalised costs relating to oil and gas production activities
The following table shows the aggregate capitalised costs related to oil and gas exploration and production activities and the related accumulated depreciation, depletion, amortisation and valuation provisions.
2024
Unproved properties
Proved properties1
Total costs
Less: Accumulated depreciation, depletion, amortisation and valuation provisions
Net capitalised costs
2023
2022
Proved properties include the fair value ascribed to future phases of certain projects acquired through business combinations.
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Costs incurred relating to oil and gas property acquisition, exploration and development activities
The following table shows the costs incurred related to oil and gas property acquisition, exploration and development activities (expensed and capitalised). Amounts shown include interest capitalised.
Acquisitions of proved property
Acquisitions of unproved property
Exploration1
Development2
Total costs3
Development
Represents gross exploration expenditure, including capitalised exploration expenditure, geological and geophysical expenditure and development evaluation costs charged to income as incurred.
Total development costs includes $4,403 million of expenditure and $383 million of capitalised interest in 2024.
Total costs include $4,885 million (2023: $5,683 million, 2022: $23,991 million) capitalised during the year.
Results of operations from oil and gas production activities
Australia
US$m
International
Oil and gas revenue
Production costs
Exploration expenses
Depreciation, depletion, amortisation and valuation provision1
Production taxes2
Accretion expense3
Income taxes
Royalty-related taxes4
Results of oil and gas producing activities5
Includes valuation provision recognition of nil (2023: a valuation provision recognition of $1,917 million; 2022: reversal of $900 million).
Includes royalties and excise duty.
Represents the unwinding of the discount on the closure and rehabilitation provision.
Includes petroleum resource rent tax and petroleum revenue tax where applicable. Excludes deferred tax (benefit)/expense of $(487) million (2023: $531 million; 2022: $(814) million).
This table reflects the results of our oil and gas activities as reported in note A.1 Segment revenue and expenses in “Item 18. Financial Statements” of this 2024 Form 20-F. Other income, other expenses, general and administrative costs and amounts relating to the marketing and new energy/corporate segments within the note are excluded.
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Standardised measure of discounted future net cash flows relating to proved oil and gas reserves (standardised measure)
The following tables set out the standardised measure of discounted future net cash flows, and changes therein, related to the Group’s estimated proved reserves as presented in the Reserves Statement, and should be read in conjunction with that disclosure. See “Item 4: Information on the Company” of this 2024 Form 20-F.
The analysis is prepared in compliance with FASB Oil and Gas Disclosure requirements, applying certain prescribed assumptions under Topic 932 including the use of unweighted average first-day-of-the-month prices for the previous 12-months, year-end cost factors, currently enacted tax rates and an annual discount factor of 10% to year-end quantities of net proved reserves.
Certain key assumptions prescribed under Topic 932 are arbitrary in nature and may not prove to be accurate. The reserve estimates on which the Standard measure is based are subject to revision as further technical information becomes available or economic conditions change.
Discounted future net cash flows like those shown below are not intended to represent estimates of fair value. An estimate of fair value would also take into account, among other things, the expected recovery of reserves in excess of proved reserves, anticipated future changes in commodity prices, exchange rates, development and production costs as well as alternative discount factors representing the time value of money and adjustments for risk inherent in producing oil and gas.
Woodside standardised measure year ended 31 December
Future cash inflows
Future production costs
Future development costs1
Future income taxes
Future net cash flows
Discount at 10% per annum
Standardised measure
Future development costs include decommissioning.
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Changes in standardised measure are presented in the following table.
Changes in the standardised measure
Standardised measure at the beginning of the year
Revisions:
Prices, net of production costs
Changes in future development costs
Revisions of reserves quantity estimates
Accretion of discount
Changes in production timing and other
Sales of oil and gas, net of production costs
Acquisitions of reserves-in-place
Sales of reserves-in-place
Previously estimated development costs incurred
Extensions, discoveries and improved recoveries, net of future costs
Changes in future income taxes
Standardised measure at the end of the year
Changes in reserves quantities are shown in the Reserves Statement in “Item 4. Information on the Company” of this 2024 Form 20-F.
Accounting for suspended exploratory well costs
Expenditure on exploration and evaluation is accounted for in accordance with the area of interest method. Areas of interest are based on a geographical area for which the rights of tenure are current. All exploration and evaluation expenditure, including general permit activity, geological and geophysical costs, and new venture activity costs is expensed as incurred except for the following:
where the expenditure relates to an exploration discovery for which the assessment of the existence or otherwise of economically recoverable hydrocarbons is not yet complete; or
where the expenditure is expected to be recouped through successful exploitation of the area of interest, or alternatively, by its sale.
The costs of acquiring interests in new exploration and evaluation licences are capitalised. The costs of drilling exploration wells are initially capitalised pending the results of the well. Costs are expensed where the well does not result in the successful discovery of economically recoverable hydrocarbons and the recognition of an area of interest. Subsequent to the recognition of an area of interest, all further evaluation costs relating to that area of interest are capitalised.
Upon approval for the commercial development of an area of interest, accumulated expenditure for the area of interest is transferred to property, plant and equipment.
In the consolidated statement of cash flows, those cash flows associated with capitalised exploration and evaluation expenditure, including unsuccessful wells, are classified as cash flows used in investing activities.
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The following table provides the changes to the capitalised exploratory well costs that were pending the determination of proved reserves for the three years ended 31 December 2024, 31 December 2023 and 31 December 2022.
Movement in capitalised exploratory well costs1
At the beginning of the year
Acquisitions to the capitalised exploratory well costs pending the determination of proved reserves
Additions to the capitalised exploratory well costs pending the determination of proved reserves
Capitalised exploratory well costs expensed2
Capitalised exploratory well costs reclassified to wells, equipment and facilities based on the determination of proved reserves
Sale of suspended wells
At the end of the year
Suspended exploratory well costs represent capitalised exploration, evaluation and permit acquisition costs.
Includes amortisation of licence acquisition costs.
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The following table provides an ageing of capitalised exploratory well costs, based on the date the drilling was completed, and the number of projects for which exploratory well costs has been capitalised for a period greater than one year since the completion of drilling.
Exploration activity typically involves drilling multiple wells, over a number of years, to fully evaluate and appraise a project. The term “project” as used in this disclosure refers primarily to individual wells and associated exploratory activities.
Ageing of capitalised exploratory well costs
Exploratory well costs capitalised for a period of one year or less
Exploratory well costs capitalised for a period greater than one year
Number of projects that have been capitalised for a period greater than one year1
2023 has been restated.
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See “Item 18. Financial Statements” of this 2024 Form 20-F.
Exhibit 8.1 to this 2024 Form 20-F is incorporated herein by reference.
Section 1.5: Global portfolio from pages 14-15
NPAT reconciliation in Section 6.3: Additional disclosures on page 228
Section 6.5: Asset facts from pages 246-249.
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The financial statements of Woodside have been prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. See “Item 18. Financial Statements” of this 2024 Form 20-F. See also “Use and reconciliation of Non-IFRS Financial Measures” for further information concerning non-IFRS financial measures presented in this 2024 Form 20-F.
Material limitations in Section 6.3: Additional disclosures on page 236.
THREE-YEAR FINANCIAL ANALYSIS
Three-Year Pricing Overview
Woodside’s results from operations are significantly influenced by global energy market conditions. In 2022 gas prices hit record highs driven by years of underinvestment and the supply shock caused by Russia’s invasion of Ukraine. In 2022 there was a significant increase in the scale of Woodside’s production portfolio, with the completion of the merger with BHP’s petroleum business on 1 June 2022. In 2023, prices declined, however remained above historic averages with the decline triggered by milder weather conditions and higher stock levels across Europe. Despite ongoing geopolitical events in 2024, energy prices were range bound. Supported by OPEC+ market management, dated Brent averaged $80/bbl and LNG prices dropped from the highs of 2022 as countries prioritised energy security and maintaining storage levels. However, uncertainty remains, particularly due to the ongoing conflict in Ukraine and geopolitical events in the Middle East.
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Seasonality
Woodside’s revenue is exposed to commodity price fluctuations through the sale of hydrocarbons. Commodity pricing can be affected by seasonal energy demand movements in different markets.
Operating revenue
Cost of sales
Gross profit
Other income
Other expenses
Impairment losses
Impairment reversals
Profit before tax and net finance costs
Net finance costs
Total tax expense
Profit after tax
Attributable to equity holders of the parent
Attributable to non-controlling interests
Profit for the period
Woodside’s profit after tax attributable to equity holders of the parent increased to $3,573 million in 2024 from $1,660 million in 2023 and $6,498 million in 2022. Operating revenue of $13,179 million decreased by $815 million, or 6%, from 2023. The decrease was primarily due to lower average Brent, WTI, TTF, and JKM price markers, natural field decline at Bass Strait and NWS, Trinidad planned turnaround and reduced third-party trades. This decrease was partly offset by the start of production at Sangomar. Operating revenue decreased by $2,823 million, or 17%, from 2022 to 2023. The decrease was driven by lower average Brent, TTF and JKM price markers which was partly offset by an additional five months of production from BHP’s petroleum business acquired on 1 June 2022.
Cost of sales decreased by $18 million, or nil percent movement, to $7,501 million compared to 2023, primarily due to fewer external LNG trades and lower royalties, excise and levies driven by lower prices offset by cost of sales associated with Sangomar’s first production. Cost of sales increased by $979 million, or 15%, from 2022 to 2023. The increase was driven by an additional five months of activity from the assets acquired as part of the merger with BHP’s petroleum business.
Other income increased by $302 million, or 94%, to $624 million from 2023, primarily due to profit on the sell-down of non-operating interests in Scarborough to LNG Japan and JERA. Other income decreased by $413 million, or 56% from 2022 to 2023, primarily due to profit on the sell-down of Pluto Train 2 in 2022.
Other expenses increased by $215 million, or 14%, to $1,788 million from 2023, primarily due to a fair value reduction for an embedded derivative associated to urea and increased restoration provision estimates at closed sites partially offset by lower losses on hedging activities. Other expenses decreased by $1,153 million, or 42% from 2022 to 2023, primarily due to lower losses on hedging activities and the incurrence of merger transaction costs in 2022.
In 2024, there were no impairment losses, compared to an impairment loss totaling $1,917 million for the Shenzi, Wheatstone and Pyrenees assets in 2023. For more information on impairment refer to note B.4 Impairment of exploration and evaluation, property, plant and equipment and goodwill in “Item 18. Financial Statements” of this 2024 Form 20-F.
Net finance costs increased by $111 million, or 326%, from 2023, to $145 million. This was primarily due to reduced average cash in term deposits and higher debt drawdown. Net finance costs increased by $22 million, or 183%, from 2022 to 2023. This was primarily due to higher restoration accretion, driven by an additional five months activity from the assets acquired as part of the merger with BHP’s petroleum business, offset by higher interest rates on cash deposits.
Total tax expense comprises income tax and petroleum resource rent tax (PRRT). Income tax expense increased from 2023 to 2024 by $161 million, or 25%, to $814 million driven by higher taxable profit. PRRT was a $91 million benefit in 2024, up $989 million, or 110% from 2023 following the recognition of a PRRT deferred tax asset (DTA) at Pluto due to an increase in forecast assessable income due to higher prices. Income tax expense decreased from 2022 to 2023 primarily due to lower assessable income and the recognition of a DTA on the Trion FID. PRRT expense increased from 2022 to 2023 due to the partial de-recognition of the Pluto PRRT DTA.
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VOLUMES, REALISED PRICES AND OPERATING REVENUES BY PRODUCT
The following describes movements in Woodside’s operating revenues including a discussion of production volumes, sales volumes and realised prices for the years ended 31 December 2024, 2023 and 2022.
Production volumes1
LNG
Bcf
Pipeline gas
Crude oil and condensate
MMbbl
Total production
MMboe
Sales volumes
Total sales volumes
Average realised prices
$/Mcf
$/bbl
Volume – weighted average
$/boe
$m
Other revenue
Production volumes for 2024, 2023 and 2022 include 1.2 MMboe, 1.1 MMboe and 0.9 MMboe, respectively, of production from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector.
LNG and Pipeline gas volumes are converted to oil equivalent volumes via a constant conversion factor, which for Woodside is 5.7 billion cubic feet (bcf) of gas per 1 million barrel of oil equivalent (MMboe). Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio.
Sales volumes for 2024, 2023 and 2022 include 12.3 MMboe, 15.6 MMboe and 14.7 MMboe, respectively, of purchased volumes sourced from third parties. These third-party volumes are primarily LNG cargoes purchased from Corpus Christi LNG through a long-term offtake agreement and from the spot market. Sales volumes also include feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector.
Sales volumes differ from production volumes primarily due to the timing of liftings and the exclusion of third-party purchased volumes. Average realised prices and operating revenue include third-party purchased volumes.
Revenue from the sale of LNG in 2024 decreased by $1,764 million, or 22%, to $6,401 million for 2024 from 2023, primarily due to decreases in Brent, JCC JKM and TTF price markers and lower volumes due to NWS natural field decline.
Revenue from the sale of LNG in 2023 decreased by $3,124 million, or 28%, for 2023 from 2022, primarily due to decreasing gas price markers. Lower prices were partially offset by five additional months of increased volumes following the merger with BHP Petroleum.
Revenue from the sale of pipeline gas in 2024 decreased by $25 million, or 2%, to $1,349 million for 2024 from 2023, primarily due to Bass Strait natural field decline, planned turnaround and lower prices at Trinidad.
Revenue from the sale of pipeline gas in 2023 increased by $12 million, or 1%, to $1,374 million for 2023 from 2022, primarily due to five months of increased pipeline gas volumes as a result of the merger with BHP Petroleum offset by lower average prices.
Revenue from the sale of crude oil and condensate in 2024 increased by $906 million, or 23%, to $4,887 million for 2024 from 2023, primarily due to Sangomar first production.
Revenue from the sale of crude oil and condensate in 2023 increased by $223 million, or 6%, to $3,981 million for 2023 from 2022, due to five months of increased crude oil and condensate volumes as a result of the merger with BHP Petroleum, however was offset by lower average realised prices.
Revenue from the sale of NGLs in 2024 increased by $25 million, or 9%, to $306 million for 2024 from 2023, due to higher traded volumes via third party purchases.
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Revenue from the sale of NGLs in 2023 increased by $75 million, or 36%, to $281 million for 2023 from 2022, due to five months of increased NGLs volumes as a result of the merger with BHP Petroleum.
Other Revenue
Other revenue comprises of processing and services tariff revenue received from non-controlling interests and plant processing fees.
PERFORMANCE BY SEGMENT
Woodside has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive Officer in assessing performance and are based on the nature and geographical location of the related activity. For more information on our reportable segments, refer to note A.1 Segment revenue and expenses in “Item 18. Financial Statements” of this 2024 Form 20-F.
The disclosed operating segments in 2024 remain consistent to 2023 and 2022.
The performance of operating segments is evaluated based on profit before tax and net finance costs and is measured in accordance with Woodside’s accounting policies. Financing requirements, including cash and debt balances, finance income, finance costs and taxes for Woodside and its subsidiaries are managed at a Group level.
Detailed below is the financial and operating information for our Australian operations comparing 2024, 2023 and 2022.
Natural gas liquids
Financial results
Operating revenue of $8,541 million decreased by $1,261 million, or 13%, from 2023 primarily due to lower LNG realised prices and natural field decline of Bass Strait and NWS, partially offset by higher realised prices for pipeline gas and NGL, planned turnaround activities in 2023 and higher Wheatstone mitigation cargoes. Refer to ‘Three-Year Pricing Overview’ for more information.
Profit before tax and net finance costs of $4,614 million increased by $127 million, or 3%, from 2023 primarily due to pre-tax impairments incurred in 2023 and profit from the sale of non-operating interest in the Scarborough project, partially offset by lower prices.
Operating revenue decreased by $2,497 million, from 2022 to 2023 primarily due to lower realised prices and planned turnaround activities, partially offset by five additional months of increased volumes following the merger with BHP Petroleum. Refer to ‘Three-Year Pricing Overview’ for more information.
Profit before tax and net finance costs of $4,487 million decreased by $4,928 million, or 52%, from 2022 to 2023 primarily due to lower prices and the pre-tax impairment of Wheatstone and Pyrenees assets of $534 million.
Production volumes for the Australia segment decreased by 5.6 MMboe in 2024 compared to 2023, primarily due to natural field decline at Bass Strait and NWS partially offset by absence of Pluto planned turnaround activities.
Production volumes for the Australia segment increased by 8.5 MMboe in 2023 compared to 2022, primarily due to strong reliability of Pluto, additional interconnector cargoes and five additional months of increased volumes following the merger with BHP Petroleum.
Financial and operating information for our international operations comparing 2024, 2023 and 2022 is detailed below.
Profit/(loss) before tax and net finance costs
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Operating revenue of $3,405 million in 2024 increased by $856 million in 2024 from 2023 primarily due to the start of production at Sangomar partially offset by planned turnaround and timing of crude lifts at Trinidad. For more information refer to note A.1 Segment revenue and expenses in “Item 18. Financial Statements” of this 2024 Form 20-F.
Profit before tax and net finance costs of $601 million increased by $1,409 million primarily due to the absence of pre-tax impairment of the Shenzi asset of $1,383 million.
Operating revenue of $2,549 million in 2023 increased by $979 million in 2023 from 2022 primarily due to five additional months of increased volumes following the merger with BHP Petroleum and the start of production at Argos in the United States.
Loss before tax and net finance costs of $808 million was primarily due to the pre-tax impairment of the Shenzi asset of $1,383 million.
The International segment achieved an increase in production volumes of 12.3 MMboe in 2024 compared to 2023, primarily due to the start of production at Sangomar.
Production volumes for the International segment increased by 21 MMboe in 2023 compared to 2022 primarily due to five additional months of increased volumes following the merger with BHP Petroleum and the Argos asset starting production in April 2023.
Marketing
Financial and operating information for our marketing operations comparing 2024, 2023 and 2022 is detailed below.
Liquids
Operating revenue of $1,233 million, decreased by $410 million, or 25%, from 2023 to 2024 primarily due to lower average realised price and fewer third-party trades.
Profit before tax and net finance costs of $427 million, increased by $52 million, or 14%, from 2023 to 2024 primarily due to higher volumes marketed and hedge gains partially offset by lower average realised price.
Operating revenue of $1,643 million, decreased by $1,305 million, or 44%, from 2022 to 2023 primarily due to lower average realised price and fewer third-party trades.
Profit before tax and net finance costs of $375 million, decreased by $473 million, or 56%, from 2022 to 2023 primarily due to lower average realised price.
New Energy/Corporate items
Financial information for our New Energy/Corporate items comparing 2024, 2023 and 2022 is detailed below.
Loss before tax and net finance costs
Loss before tax and net finance costs of $1,128 million increased by $381 million, or 51%, from 2023 to 2024 primarily due to an embedded derivative fair value adjustment as a result of weaker urea forward curve and higher discount rate.
Loss before tax and net finance costs of $747 million decreased by $455 million, or 38%, from 2022 to 2023 primarily due to the absence of merger cost in 2023.
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CAPITAL AND EXPLORATION EXPENDITURE
Woodside’s capital expenditures vary from year to year depending on the projects that it is undertaking, their stage of development and Woodside’s participating share in these projects.
Woodside’s exploration expenditures vary from year to year depending on its strategic priorities and the exploration projects which it undertakes.
For more information, refer to Notes B.1 Segment production and growth assets, B.2 Exploration and evaluation and B.3 Property, plant and equipment in “Item 18. Financial Statements” of this 2024 Form 20-F.
Capital and exploration expenditure is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to Alternative performance measures.
Capital and exploration expenditure geographical split1
International2
Includes capital additions on other corporate spend. The 2022 amounts have been restated to be presented on the same basis.
Capital and exploration expenditure incurred in all other locations excluding Australia.
Australian capital and exploration expenditure decreased by $218 million, or 6%, to $3,297 million from 2023 to 2024 primarily due to the sell down of non-operating interests in Scarborough partially offset by continued investment in Pluto Train 2 asset.
Australian capital and exploration expenditure increased by $1,075 million, or 44%, to $3,515 million from 2022 to 2023, primarily due to continued investment into the Scarborough and Pluto Train 2 assets.
International capital and exploration expenditure decreased by $237 million, or 9%, to $2,351 million from 2023 to 2024, primarily due to completion of the Sangomar project in 2024 and Argos in 2023, completion of Shenzi North in 2023 and less drilling activity at Atlantis partially offset by continued investment into the Trion asset.
International capital and exploration expenditure increased by $495 million, or 24%, to $2,588 million from 2022 to 2023, primarily due to continued investment into the Sangomar and Trion assets.
CASH FLOW ANALYSIS
The following section describes movements in Woodside’s cash flows for the years ending 31 December 2024, 2023 and 2022.
Net cash from operating activities
Net cash used in investing activities
Net cash from/(used in) financing activities
Net increase/(decrease) in cash
Net cash from operating activities in 2024 decreased $298 million, or 5%, to $5,847 million from 2023, primarily due to higher payments for restoration ($358 million); return of collateral on Brent hedges in 2023 ($506 million); offset in part by lower settled hedge payments ($311 million) and lower income tax paid largely due to a balancing income tax payment in 2023 for record 2022 profits ($361 million).
Net cash from operating activities decreased $2,666 million, or 30%, to $6,145 million from 2022 to 2023, primarily due to lower EBITDA as a result of lower revenue driven by lower realised price; higher income tax and PRRT paid for record 2022 profits ($1,698 million); higher payments for restoration ($184 million); offset in part by return of collateral on Brent hedges versus payment in 2022 ($1,012 million); and higher receipts from interest ($156 million) due to higher interest rates from 2022 to 2023, despite reduction in deposits.
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Net cash used in investing activities in 2024 increased $162 million, or 3%, to $5,747 million from 2023, primarily due to the acquisition of Beaumont New Ammonia ($1,896 million) and Louisiana LNG ($1,042 million) offset in part by the Scarborough sell-downs to LNG Japan and JERA Scarborough Pty Ltd ($2,285 million).
Net cash used in investing activities increased $3,320 million, or 147%, to $5,585 million from 2022 to 2023, primarily due to investments in major projects at Scarborough, Sangomar and Trion. These new investments are intended to generate future operating cash flows and returns across the price cycle.
Net cash from financing activities in 2024 increased $7,101 million, or 142%, to $2,101 million from 2023, primarily due to lower final prior year dividend paid to shareholders ($1,804 million) due to the record 2022 net profit after tax; issue of two series of unsecured bonds ($2,000 million); drawdown of syndicated term loan facilities ($1,650 million); drawdown of JBIC Facility ($1,000 million) and drawdown of bilateral facilities ($500 million).
Net cash used in financing activities increased $1,636 million, or 49%, to $5,000 million from 2022 to 2023, primarily due to higher final prior year dividend paid to shareholders ($1,695 million) due to the higher 2022 NPAT; and higher repayment of the principal portion of lease liabilities ($92 million) predominantly due to Sangomar.
Section 2.2: Capital management from pages 18-21
Section 2.3: Financial overview from pages 22-23
Exchange controls in Section 6.4: Shareholder statistics on pages 241-242
See notes B.3, C and D.7 in “Item 18. Financial Statements” of this 2024 Form 20-F.
Section 3.7: New energy opportunities on pages 40-42
Research and development in Section 4.2: Directors’ report on page 114.
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Section 2.3: Financial overview from pages 22-23.
See Three-Year Financial Analysis in “Item 5.A Operating Results” and “Item 18. Financial Statements” of this 2024 Form 20-F.
Not Applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Section 4.1.2: Board of directors from pages 90-98
Section 4.1.3 Board Committees from pages 99-101
Section 4.1.4 Executive Leadership Team from pages 102-103.
Section 4.3: Remuneration Report from pages 117-144.
Section 4.1: Corporate Governance Statement from pages 87-116.
Employees in Section 6.3: Additional disclosures on page 228.
See Note E.2 in “Item 18. Financial Statements” of this 2024 Form 20-F.
Disclosure of a registrant’s action to recover erroneously awarded compensation
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Section 6.4: Shareholder statistics from pages 238-240.
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See Note E.3 in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 8. FINANCIAL INFORMATION
The information set forth under the following heading of the 2024 Annual Report is incorporated herein by reference:
Capital management in Section 2.2: Capital management on page 18
Summary of material legal proceedings in Section 6.3: Additional disclosures on page 236-237
Dividend payments in Section 6.4: Shareholder statistics on page 240.
See Note E.5 in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 9. THE OFFER AND LISTING
Section 6.4: Shareholder statistics from pages 238-242.
Exhibit 2.1 to this 2024 Form 20-F is incorporated herein by reference.
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ITEM 10. ADDITIONAL INFORMATION
Exhibits 4.1 and 4.2 to this 2024 Form 20-F are incorporated herein by reference.
Exchange Controls in Section 6.4: Shareholder statistics on pages 241-242.
This section describes the material US and Australian income tax consequences to a US holder (as defined below) of owning shares or ADSs (together, “Woodside securities”). It applies to you only if you acquire your shares or ADSs and you hold your shares or ADSs as capital assets for tax purposes. This discussion addresses only US and Australian federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders subject to special rules, including the following:
a dealer in securities,
a trader in securities who elects to use a mark-to-market method of accounting for securities holdings,
a tax-exempt organisation,
a life insurance company,
a person who actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock,
a person who holds shares or ADSs as part of a straddle or a hedging or conversion transaction,
a person who purchases or sells shares or ADSs as part of a wash sale for tax purposes,
a person whose functional currency is not the US dollar.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Convention between the United States of America and Australia (the “Treaty”). These authorities are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the deposit agreement will be performed in accordance with its terms.
You are a US holder if you are a beneficial owner of shares or ADSs and you are, for US federal income tax purposes:
a citizen or resident of the United States,
a domestic corporation,
an estate whose income is subject to US federal income tax regardless of its source,
a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust.
If an entity or arrangement that is treated as a partnership for US federal income tax purposes holds the shares or ADSs, the US federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult their tax adviser with regard to the US federal income tax treatment of an investment in the shares or ADSs.
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You should consult your own tax advisor regarding the US federal, state and local and Australian federal tax consequences of owning and disposing of shares and ADSs in your particular circumstances. In particular, you should confirm whether you qualify for the benefits of the Treaty and the consequences of failing to do so.
In general, and taking into account the earlier assumptions, for US federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs.
Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to US federal income tax.
Material United States federal income tax consequences
The tax treatment of your shares or ADSs will depend in part on whether or not we are classified as a passive foreign investment company (PFIC), for US federal income tax purposes. Except as discussed below under Passive foreign investment company’ classification, this discussion assumes that we are not classified as such a company for US federal income tax purposes.
Taxation of distributions
Under the United States Federal income tax laws, the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for US federal income tax purposes), other than certain pro-rata distributions of our shares, will be treated as a dividend that is subject to US federal income taxation. If you are a non-corporate US holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains provided that you hold the shares or ADSs for more than 60-days during the 121-day period beginning 60-days before the ex-dividend date and meet other holding period requirements.
Dividends we pay with respect to the shares or ADSs generally will be qualified dividend income provided that, in the year that you receive the dividend, we are eligible for the benefits of the Treaty. We believe that we are currently eligible for the benefits of the Treaty, and we therefore expect that dividends on the shares and ADS will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits of the Treaty.
You must include any Australian tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you, in the case of shares, or the Depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. The amount of the dividend distribution that you must include in your income will be the US dollar value of the Australian dollar payments made, determined at the spot A$/US$ rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date you convert the payment into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non- taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with US federal income tax principles. Accordingly, you should expect to generally treat distributions we make as dividends.
Subject to certain limitations, the Australian tax withheld in accordance with the Treaty and paid over to Australia will generally be creditable against your US federal income tax liability. To the extent a reduction or refund of the tax withheld is available to you under Australian law or under the Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against your US federal income tax liability.
Dividends will generally be income from sources outside the United States and will generally be “passive” income for purposes of computing the foreign tax credit allowable to you.
Taxation of capital gains
If you are a US holder and you sell or otherwise dispose of your shares or ADSs, you will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that you realise and your tax basis, determined in US dollars, in your shares or ADSs. Your tax basis would generally equal the cost of your shares or ADSs, or if you received the shares or ADSs pursuant to a taxable distribution, the fair market value of the shares or ADSs at the time of such distribution, reduced by any distributions on the shares or ADSs that were treated as a return of capital for US federal income tax purposes. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Your ability to deduct capital losses is subject to limitations.
Passive foreign investment company classification
We believe that we should not be currently classified as a passive foreign investment company for US federal income tax purposes and we do not expect to become a passive foreign investment company in the foreseeable future. This conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a passive foreign investment company in a future taxable year.
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In general, we will be a passive foreign investment company in a taxable year if:
at least 75% of our gross income for the taxable year is passive income; or
at least 50% of the value, determined on the basis of a quarterly average, of our assets in such taxable year is attributable to assets that produce or are held for the production of passive income.
If we were to be treated as a passive foreign investment company and you are a US holder, gain realised on the sale or other disposition of your shares or ADSs would in general not be treated as capital gain. Instead, you would generally be treated as if you had realised such gain and certain ‘excess distributions’ ratably over your holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each previous year to which the gain was allocated in which we were a passive foreign investment company with respect to you, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be treated as stock in a passive foreign investment company if we were a passive foreign investment company at any time during your holding period in your shares or ADSs. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are or are treated as a passive foreign investment company with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file Internal Revenue Service (‘IRS’) Form 8621.
Material Australian tax considerations
This section is based on the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), as amended, their legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Treaty. These authorities are subject to change, possibly on a retroactive basis.
Dividends (including other distributions treated as dividends for Australian tax purposes) paid by Woodside to a US holder who is not an Australian resident for Australian tax purposes will generally not be subject to Australian withholding tax if they are fully franked (broadly, where a dividend is franked, tax paid by Woodside is imputed to the shareholders).
Dividends, which are not fully franked, paid to such US holders, will generally be subject to Australian withholding tax not exceeding 15% only to the extent (if any) that the dividend is neither:
franked
nor declared by Woodside to be conduit foreign income. (Broadly, this means that the relevant part of the dividend is declared to have been paid out of foreign source amounts received by Woodside that are not subject to tax in Australia, such as dividends remitted to Australia by foreign subsidiaries.)
The Australian withholding tax outcome described above applies to US holders who are eligible for benefits under the Tax Convention between Australia and the US as to the Avoidance of Double Taxation (the Australian Tax Treaty). Otherwise, the rate of Australian withholding tax may be 30%.
In contrast, dividends (including other distributions treated as dividends for Australian tax purposes) paid by Woodside to a US holder may instead by taxed by assessment in Australia if the US holder meets one of these conditions:
is an Australian resident for Australian tax purposes (although tax will generally not exceed 15% where the US holder is eligible for benefits under the Australian Tax Treaty as a treaty resident of the US and any franking credits may be creditable against their Australian income tax liability).
carries on business in Australia through a permanent establishment as defined in the Australian Tax Treaty, or performs personal services from a fixed base in Australia, and the shareholding in respect of which the dividend is paid is effectively connected with that permanent establishment or fixed base, (but in such a case any franking credits may be creditable against the Australian income tax liability).
The treatment of dividends outlined above may be modified where the shareholding in Woodside is held through a trust, limited partnership, limited liability company, pension fund, sovereign wealth fund or other investment vehicle. Affected US holders should seek their own advice in relation to such arrangements.
Material Australian tax considerations—disposals of Woodside securities
Gains made by US holders on the sale of Woodside securities will generally not be taxed in Australia.
The precise Australian tax treatment of gains made by US holders on the sale of Woodside securities generally depends on whether or not the gain is an Australian sourced gain of an income nature for Australian income tax purposes. Where the gain is of an income nature, a US holder will generally only be liable to Australian income tax on an assessment basis (whether or not they are also an Australian resident for Australian tax purposes) if they meet one of these conditions:
they are not eligible for benefits under the Australian Tax Treaty and the gain is sourced in Australia for Australian tax purposes
they are eligible for benefits under the Australian Tax Treaty, but the gain constitutes any of the following (in which case the gain will be deemed to have an Australian source):
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Where the gain is not taxed as Australian sourced income, the US holder will generally only be liable to Australian capital gains tax on an assessment basis if they acquired (or are deemed to have acquired) their Woodside securities after 19 September 1985 and one or more of the following applies:
the US holder is an Australian resident for Australian tax purposes
the Woodside securities have been used by the US holder in carrying on a business through permanent establishment in Australia
the Woodside securities constitute an “indirect Australian real properly interest” for Australian capital gains tax purposes – this will generally be the case if the US holder (either alone or together with associates) directly or indirectly owns or owned 10% or more of the issued share capital of Woodside at the time of disposal or throughout a 12-month period during the two years prior to the time of disposal and, at the time of the disposal, the sum of market values of Woodside’s assets (held directly or through interposed entities) that are not taxable Australian real property at that time (which, for these purposes includes mining, quarrying or prospecting rights in respect of minerals, petroleum or quarry materials situated in Australia)
the US holder is an individual who is not eligible for benefits under the Australian Tax Treaty as a treaty resident of the US and elected on becoming a non-resident of Australia to continue to have the Woodside securities subject to Australian capital gains tax.
In certain circumstances, if the Woodside securities constitute an “indirect Australian real property interest” for Australian capital gains tax purposes, the purchaser may be required to withhold under the non-resident capital gains tax withholding regime an amount equal to 15% of the purchase price in situations including where the acquisition is undertaken by way of an off-market transfer. Affected US holders should seek their own advice in relation to how this withholding regime may apply to them.
The comments above on the sale of Woodside securities do not apply in these circumstances:
to temporary residents of Australia who should seek advice that is specific to their circumstances
if the Investment Management Regime (IMR) applies to the US holder, which exempts from the Australian income tax and capital gains tax gains made on disposal by certain categories of non-resident funds – called IMR entities – of (relevantly) portfolio interests in Australian public companies (subject to a number of conditions). The IMR exemptions broadly apply to widely held IMR entities in relation to their direct investments and indirect investments made through an independent Australian fund manager. The exemptions apply to gains made by IMR entities that are treated as companies for Australian tax purposes as well as gains made by non-resident investors in IMR entities that are treated as trusts and partnerships for Australian tax purposes.
THE FOREGOING DISCUSSION IS NOT TAX ADVICE OR A COMPREHENSIVE DISCUSSION OF ALL US AND AUSTRALIAN FEDERAL INCOME TAX CONSEQUENCES TO US HOLDERS OF WOODSIDE SECURITIES. SUCH HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR OWN TAX ADVISERS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF WOODSIDE SECURITIES, INCLUDING THE EFFECT OF ANY US FEDERAL, STATE, LOCAL, NON-US, OR OTHER TAX LAWS.
See Note E.8 in “Item 18. Financial Statements” of this 2024 Form 20-F.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk in Section 6.3: Additional disclosures from pages 228-229.
See Notes A and C in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
American Depositary Receipts in Section 6.4: Shareholder statistics on page 241
Fees Payable by the Depositary to the Issuer in Section 6.4: Shareholder statistics on page 241.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Woodside’s management, with the participation of its CEO and CFO, have evaluated, as required by Rule 13a-15(b) under the US Securities Exchange Act of 1934 (Exchange Act), the effectiveness of Woodside’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as at 31 December 2024. Based on that evaluation, the CEO and CFO concluded that Woodside’s disclosure controls and procedures were effective, as at 31 December 2024, in ensuring that information required to be disclosed by Woodside in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and communicated to Woodside’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Woodside is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act).
Under the supervision and with the participation of management, including our CEO and CFO, the effectiveness of Woodside’s internal control over financial reporting was evaluated based on the framework and criteria established in Internal Controls – Integrated Framework (2013), issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that internal control over financial reporting was effective as at 31 December 2024.
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Woodside acquired 100% of OCI Clean Ammonia Holding B.V. and its Beaumont New Ammonia Project on 30 September 2024 and all the issued and outstanding common stock of Tellurian Inc. on 8 October 2024 (Acquisitions). As permitted by the SEC Staff interpretative guidance that an assessment of internal controls over financial reporting of a recently acquired business may be excluded from management’s evaluation of disclosure controls and procedures for up to one year from the date of acquisition, Woodside has excluded the Acquisitions from management’s report on internal control over financial reporting as of 31 December 2024. The Acquisitions, collectively, represented approximately 7% of Woodside’s consolidated total assets as of 31 December 2024 and approximately 0% of Woodside’s consolidated total revenues as of 31 December 2024.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of internal control over financial reporting as of 31 December 2024 has been audited by PwC, an independent registered accounting firm that also audits Woodside’s Financial Statements. Their audit report on the internal control over financial reporting is included in “Item 18. Financial Statements” in this 2024 Form 20-F.
Changes in Internal Control Over Financial Reporting
Effective 1 January 2024, we implemented an updated enterprise resource planning (ERP) system. As a result, we have evaluated and made corresponding changes to our business processes and information systems, updating applicable internal controls over financial reporting as necessary.
There were no other changes in our internal control over financial reporting during FY2024 that materially affected or were reasonably likely to materially affect our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Woodside’s Board has determined that Angela Minas, who currently serves as a member of the Audit & Risk Committee, meets the audit committee financial expert requirements under SEC Rules. The Board has also determined that she is independent under applicable NYSE Listing Rules.
ITEM 16B. CODE OF ETHICS
Section 4.1.5: Promoting responsible and ethical behaviour from pages 104-105.
Exhibit 11.1 to this 2024 Form 20-F is incorporated herein by reference.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
External Audit and Reporting in Section 4.1.6: Risk management and internal control from pages 106-107.
See Note E.4 in “Item 18. Financial Statements” of this 2024 Form 20-F.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
See “Item 16G. Corporate Governance” of this 2024 Form 20-F.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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ITEM 19. EXHIBITS
Exhibit no
Description
Filed herewith
Furnished herewith
The total amount of long-term debt securities of Woodside Energy Group Ltd and its subsidiaries authorised under instruments other than those listed above does not exceed 10% of the total assets of Woodside Energy Group Ltd and its subsidiaries on a consolidated basis. The company agrees to furnish copies of any such instruments to the Commission upon request.
Certain of the information included within Exhibit 15.2, which is provided pursuant to Rule 12b-23 of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this 2024 Form 20-F, as specified elsewhere in this 2024 Form 20-F. With the exception of the items and pages so specified, the Woodside 2024 Annual Report is not deemed to be filed as part of this 2024 Form 20-F.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.