"Woodside's improving financial profile and liquidity position provide flexibility within the current rating level to absorb the initial acquisition price, assuming the transaction materializes," says Matthew Moore, a Moody's Assistant Vice President -- Analyst. "Moody's notes that the successful ramp-up of Woodside's Pluto LNG project has increased production and reduced capital expenditure requirements, leading to improved cash flow generation and credit metrics."

Under the agreement, Woodside will acquire a 30% interest in Leviathan for an initial upfront payment of US$698 million. It has also offered around US$550 million of contingency payments, which are subject to the outcome of LNG legislation in Israel and its final investment decision on an LNG development.

"While the initial payment is manageable within the current rating level and stable outlook, the acquisition is also credit negative, as it will reduce the company's cushion within the rating, and reduce funds which Moody's had expected would be used to reduce debt, and/or to fund the company's existing large portfolio of LNG projects," adds Moore.

The Leviathan field is estimated to contain around 17 trillion cubic feet of recoverable natural gas. The joint venture is targeting domestic natural gas production by 2016 with the potential for LNG production over the intermediate term. Woodside would be the operator of any potential LNG development.

Woodside has signed the agreement in principle with Leviathan venture partners Noble Energy Mediterranean, Delek Drilling, Avner Oil Exploration, and Ratio Oil Exploration.

The ultimate impact of Leviathan's domestic gas and potential LNG developments on Woodside's credit profile will largely depend on the total capital required and the funding mix for the projects.

Developing these projects concurrently with other large projects in Woodside's portfolio -- such as Browse LNG or Sunrise LNG -- could also have a negative impact on the rating, reflecting the increased execution risk and likely strain on the company's credit metrics.

We expect Woodside to sustain retained cash flow-to-net debt above 35% at the Baa1 rating level.

While Woodside's credit profile will be negatively impacted by the costs associated with the Leviathan acquisition, and potential future funding and execution challenges, successful development of the project would support the company's business profile as it would raise total production and add to geographic diversity. At the same time, Moody's recognizes the added political risk associated with the region.

The principal methodology used in rating Woodside Petroleum Ltd was the Global Independent Exploration and Production Industry Methodology published in December 2011. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Woodside Petroleum Ltd is an Australian-based independent exploration and production (E&P) company. Woodside's operations produce LNG, crude oil, condensate, pipeline gas for domestic consumption and LPG.

Matthew MooreAsst Vice President - Analyst Corporate Finance Group Moody's Investors Service Pty. Ltd. Level 10 1 O'Connell Street Sydney NSW 2000 Australia JOURNALISTS: (612) 9270-8102 SUBSCRIBERS: (612) 9270-8100 Terry Fanous Associate Managing Director Corporate Finance Group JOURNALISTS: (612) 9270-8102 SUBSCRIBERS: (612) 9270-8100 Releasing Office: Moody's Investors Service Pty. Ltd. Level 10 1 O'Connell Street Sydney NSW 2000 Australia JOURNALISTS: (612) 9270-8102 SUBSCRIBERS: (612) 9270-8100 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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