TIDMWG.
RNS Number : 6791I
Wood Group (John) PLC
20 April 2022
News Release
Full year results for the year ended 31 December 2021
20 April 2022 This announcement contains inside
information
Improving business momentum and sale of Built Environment
progressing well
2021 2020 Movement
Year ended 31 December $m $m %
Revenue 6,400 7,564 (15.4)%
Revenue (pre-exceptional items)(1) 6,426 7,564 (15.0)%
Growth on a like-for-like basis(2) (14.2)%
Adjusted EBITDA(3) 554 630 (12.1)%
Growth on a like-for-like basis(2) (9.8)%
Adjusted EBITDA margin 8.6% 8.3% 0.3ppts
Operating profit before exceptional items 192 214 (10.3)%
Operating profit / (loss) 32 (33) n/a
Loss for the year (136) (228) 42.5%
Basic EPS (c) (20.6)c (34.1)c 41.3%
Adjusted diluted EPS(4) (c) 17.5c 23.2c (24.6)%
Net cash (used in)/generated from operating
activities (60) 303 n/a
Free cash flow (new definition)(5) (398) (46) n/a
Net debt including leases 1,843 1,556 18.4%
Net debt excluding leases(6) 1,393 1,014 37.4%
Net debt / adjusted EBITDA (reported basis)(7) 3.3x 2.1x n/a
Order book(8) 7,748 6,524 18.8%
See notes on page 4
Robin Watson, Chief Executive, said:
"2021 was a challenging year for the Group, with the ongoing
pressures of the pandemic, mixed market conditions across our
businesses and continued challenges in Projects impacting our
performance. Despite this, we ended the year with positive momentum
and a growing order book (up 19% on last year) which gives us
confidence that activity levels will be higher in 2022.
"The sale process of our Built Environment business is
progressing well and we continue to expect to announce a sale
agreement in the second quarter of this year. A sale will deliver
significant value for our shareholders and help move the Group onto
its next chapter.
"We are now focused on the future for Wood beyond this sale - to
ensure we can fully capitalise on our deep engineering knowledge
and expertise to capture the growth opportunities ahead across both
energy security and sustainability, as we help clients move towards
net zero.
"I have shared with the Board that I consider the sale of our
Built Environment business as marking the start of the next
strategic phase for Wood and an appropriate time for me to step
down as Chief Executive. I look forward to continuing to serve on
the Board until my successor is in place and I remain fully
committed to our business delivery and enabling a smooth
transition."
Financial highlights
-- Revenue down 14% on a like-for-like basis(2) , with growth in Consulting
and Operations more than offset by a significant decline in Projects
-- Stronger sequential H2 performance: H2 revenue was 4% higher than H1
with Projects stabilising and growth across Consulting (up 4%) and Operations
(up 10%)
-- Adjusted EBITDA down 10% on a like-for-like basis(2) , with improved
EBITDA in Consulting offset by lower EBITDA in Projects and Operations
(see also note 9 on page 4)
-- Margin improvement (like-for-like) of 0.4ppts(2) including cost efficiencies,
revenue mix and improved overall execution
-- Exceptional items of $160 million (2020: $247 million) includes the
previously announced $99 million write down of our Aegis Poland contract
(see page 6 for details) and $78 million of restructuring costs
-- Adjusted diluted EPS of 17.5c reflects the lower adjusted EBITDA
-- Free cash flow (new definition)(5) of $(398) million includes a working
capital outflow of $306 million and exceptional cash costs of $159 million.
Our definition of free cash flow includes all cash flows before dividends
and M&A
-- Working capital outflow includes a $265 million outflow in our Projects
business as significantly lower activity levels in the year led to a
significant working capital unwind
Balance sheet
-- Net debt of $1.4 billion at 31 December 2021 reflects the negative
free cash flow in the year
-- Net debt / adjusted EBITDA (reported basis) at 3.3 times at 31 December
2021, within our covenant level for the Group's borrowings, which are
set at 3.5x and measured twice per year
Operational highlights
-- Order book up 19% year-on-year to $7.7 billion
Strong growth in both Consulting (up 24%) and Operations (up 27%)
Lower growth (up 2%) in Projects, partly reflecting our move away from
higher risk lump sum contracts and with an improving trend as the year
progressed
Strong recovery in the order book in the conventional energy market
(up 45%) across both Consulting and Operations including several multi-year
renewals
At December 2021, revenue in our order book for 2022 was $4,655 million
(December 2020: $4,399 million)
-- Continue to reduce costs and reduce project risk exposure
Around $40 million of cost savings realised from our Future Fit Programme
in the year
Continue to reduce our risk exposure across Projects business (see
page 8 for details)
-- Progress on our ESG strategy
Multiple contract wins across energy transition and decarbonisation
throughout the year as we continue to help our customers deliver on
their own ESG commitments
31% reduction in scope 1 and 2 emissions (target 40% reduction by 2030
on a 2019 baseline)
Maintained our AA "Leader" rating from MSCI
Increased female representation in senior leadership roles, targeting
40% by 2030
Delay to results and Aegis Poland review
-- On 21 February 2022, we announced that a delay to the publication of
our results was necessary to finalise our reported results and to conclude
the year-end audit process with our auditor, KPMG LLP. The delay was
required to allow an external investigation and review to be undertaken,
principally in relation to the historical carrying value of the Aegis
Poland project contract and the process by which this was determined
-- The investigation and review have been concluded and there is no change
to the historical carrying value of the Aegis Poland contract or to
the previously communicated year-end exceptional charge of $99 million
announced in our release of 21 February 2022
Outlook for 2022
-- We expect higher revenue across our business supported by the growth
in our order book, with revenue in our order book for 2022 of $4,655
million (up 6% on comparable figure last year)
-- The proposed sale of the Built Environment business will have a significant
impact on our reported results and, as such, we are not providing detailed
financial guidance at this stage
-- Cash performance will be impacted by ongoing exceptional cash drags
(including SFO payments, restructuring costs, onerous leases and outflows
on our Aegis Poland contract). As such we expect any improvement in
our net debt to come from the proceeds from the sale of Built Environment
-- As usual in our business, we expect a working capital outflow in the
first half of the year. As such our net debt is expected to be higher
at June 2022 than at December 2021
Update on Built Environment sale
-- Sale process progressing well, sale agreement expected to be announced
in late Q2
-- Sale is expected to deliver significant value for our shareholders,
strengthen our balance sheet and provide the financial flexibility to
deliver our strategy
Update on activities in Russia
-- In March 2022, we took the decision to exit Russia and have begun the
process of withdrawing from operations in the country
-- Operations in Russia accounted for around 1% of Group revenue in 2021
CEO succession
-- We announced today that Robin Watson, Chief Executive, has advised the
Board of his intention to retire as Chief Executive
-- The Company has initiated the process to appoint his successor and Robin
will remain in his role until his successor is in place
Capital Markets Day
-- We plan to hold a Capital Markets Day at a later date and following
the sale of the Built Environment business. This will include how Wood
can best take advantage of the growth opportunities across energy security
and sustainability
-- This Capital Markets Day will include an updated view on the medium-term
growth and margin prospects for the Group
Presentation
A meeting for investors and analysts will be held at Pan Pacific
London, EC3A 7AB at 9:00am (UK time). The presentation will be
webcast live at https://edge.media-server.com/mmc/p/etzdfsix .
It will subsequently be made available to watch on demand at
www.woodplc.com/investors . A transcript will also be made
available on our website. The event will also be available as an
audio-only conference call (UK: 0800 279 6619; Int'l: +44 (0)207
192 8338; USA: 877 870 9135), conference passcode 4787332.
For further information:
Simon McGough, President, Investor
Relations +44 (0)7850 978 741
Ellie Dixon, Vice President, Investor
Relations +44 (0)1224 851 369
Kevin Smith, Citigate Dewe Rogerson +44 (0)20 7638 9571
NOTES
Adjustments between statutory and underlying information
The Group uses various alternative performance measures (APMs)
to enable users to better understand the performance and earnings
trends of the Group. The Directors believe the APMs provide a
consistent measure of business performance year-to-year and they
are used by management to measure operating performance and for
forecasting and decision-making. The Group believes they are used
by investors in analysing business performance. These APMs are not
defined by IFRS and there is a level of judgement involved in
identifying the adjustments required to calculate them. As the APMs
used are not defined under IFRS, they may not be comparable to
similar measures used by other companies. They are not a substitute
for measures defined under IFRS.
Note 1: Revenue for FY21 includes an exceptional item of $(25.4)
million related to Aegis Poland. Revenue (pre-exceptional items) is
an APM that is used throughout this Report as the Group believes it
provides a more useful measure of performance year-to-year.
Note 2: Revenue on a like-for-like basis is calculated as
revenue less revenue from disposals executed in 2021, and adjusted
EBITDA on a like-for-like basis is calculated as adjusted EBITDA
less the adjusted EBITDA from those disposals. These amounts are
presented as a measure of underlying business performance excluding
businesses disposed. In FY21 executed disposals consisted of our
joint venture interest in Sulzer Wood. Comparative figures also
exclude revenue and adjusted EBITDA from the disposals of our
nuclear and industrial services businesses, YKK and our joint
venture interest in TransCanada Turbines (TCT) completed in 2020.
These disposals accounted for $nil revenue in FY21 (FY20: $76
million) and adjusted EBITDA of $nil in FY21 (FY20: $16 million).
Like-for-like revenue growth refers to revenue (pre-exceptional
items).
Note 3: A reconciliation of adjusted EBITDA to operating profit
(pre-exceptional items) is shown in note 1 to the financial
statements.
Note 4: A reconciliation of adjusted diluted earnings per share
to basic earnings per share is shown in note 8 to the financial
statements.
Note 5: Free cash flow is defined as all cash flows before
acquisitions, disposals and dividends. It includes all mandatory
payments the Group makes such as interest and tax, and all
exceptional cash flows. It excludes the impacts of leases. A
reconciliation of free cash flow to our statutory cash flow
statement is shown on page 22.
Note 6: Net debt excluding leases is total group borrowings,
offset by cash and cash equivalents. Borrowings comprise loans
drawn on the Group's revolving credit facility (RCF), the UKEF,
overdrafts and unsecured senior loan notes issued in the US private
placement market (USPP). Cash and cash equivalents include cash at
bank and in hand and short-term bank deposits. A reconciliation of
net debt excluding leases to net debt including leases is show in
note 29 to the financial statements.
Note 7: The majority of the Group's borrowings have financial
covenants (RCF, USPP, UKEF - as shown in note 6). The two covenant
measures are: (i) net debt to adjusted EBITDA not exceeding 3.5
times, (ii) adjusted EBITA not less than 3.5 times interest. These
covenants are measured on 30 June and 31 December each year. The
net debt / EBITDA ratio is calculated on the existing basis prior
to the adoption of IFRS 16 in 2019 and is based on net debt
excluding leases. These measures are presented as they closely
aligned to the measure used in our financing covenants. See
calculations on pages 28 and 29.
Note 8: Order book comprises revenue that is supported by a
signed contract or written purchase order for work secured under a
single contract award or frame agreements. Work under multi-year
agreements is recognised in order book according to anticipated
activity supported by purchase orders, customer plans or management
estimates. Where contracts have optional extension periods, only
the confirmed term is included. Order book disclosure is aligned
with the IFRS definition of revenue and does not include Wood's
proportional share of joint venture order book. Order book is
presented as an indicator of the visibility of future revenue.
Note 9: Adjusted EBITDA in 2021 benefited from a change in the
classification of Aegis Poland contract losses. Previously these
were included within adjusted EBITDA ($11 million in FY20, $9
million in HY21) and now have been classified (from H2 2021
onwards, including adjusting HY21) as exceptional items.
The person responsible for arranging the release of this
announcement on behalf of Wood is Martin McIntyre, Group General
Counsel and Company Secretary.
CHAIR STATEMENT
2021 was a challenging year for Wood, with a continuation of
pressures from the Covid-19 pandemic and an uncertain backdrop
across many of our end markets. Despite these challenges, Wood
enters 2022 with improving momentum and the opportunity to unlock
significant shareholder value from the ongoing sale of our Built
Environment business.
The full year results were mixed, with revenue growth across
Consulting and Operations but a significant decline in our Projects
business. This partly reflects the changes that management has made
to reduce risk in our Projects business and partly reflects the
ongoing challenges in our markets as customers delayed some
investment decisions.
We have taken a large charge related to an updated view on the
losses on our Aegis Poland contract. This was also the subject of
external investigation and review, and a resulting delay in
publishing our results. The work has now concluded and we have a
clear pathway to the operational completion of this contract later
in 2022.
The cash performance in the year reflects the ongoing drags from
exceptional cash flows as well as a large working capital outflow,
mostly in relation to the pressures in our Projects business.
Linked to this, the level of debt at the end of the year was too
high.
Given the current level of debt, the Board has decided not to
declare dividends in relation to the 2021 financial year. The Board
recognises the importance of dividends to shareholders and is
committed to reviewing the policy in the future following the
proposed sale of our Built Environment business.
The Board took the decision in the year to conduct a strategic
review of the Built Environment consulting business to consider how
we could best deliver value for our shareholders. This review
concluded in January 2022 with the decision to seek a full sale. We
believe this will deliver significant value for our shareholders
and provides the opportunity to dramatically change our debt
profile.
Robin and his Executive Leadership Team have responded swiftly
and effectively to the dynamic challenges of the pandemic over the
last two years while also making good progress in addressing issues
and positioning Wood for a leading role in energy transition and
industrial decarbonisation. Wood has a significant role to play and
the Executive team looks forward to outlining our strategy to
capitalise on these opportunities in a Capital Markets Day at a
later date.
We have announced that Robin Watson has advised the Board of his
intention to retire as Chief Executive. On behalf of the Board, I
thank Robin for his years of service to the company. Under his
leadership, Wood has transformed into a global consulting and
engineering business that operates across a wide range of energy
and industrial markets worldwide. Robin has built a strong
leadership team around him and a solid portfolio that provides us
great opportunities as we look ahead. A search process is now
underway, with both internal and external candidates, and we are
confident a smooth transition will follow later this year.
Thomas Botts, non-executive director, will step down from the
Board at this year's AGM after reaching the recommended limit of
nine years of service. I thank Tom for his wise counsel over the
years and the experience he has provided the Board over his
tenure.
On behalf of the Board and the Company, I thank you for your
continued support.
Roy A Franklin
Chair
CEO STATEMENT
Overview
2021 was a challenging year for the Group with continued
disruption from Covid-19 and the pressures across our end markets
as customers deferred investment decisions. Despite these
challenges, we made progress on our strategy and ESG priorities,
and saw good operational performance across most of the business.
There were some areas of disappointment however, most notably on
our Aegis contract as discussed below.
The Group's strategic review, including the proposed sale of our
Built Environment business, will lead to the next chapter for Wood
- an exciting future at the centre of energy security and
sustainability.
Financial performance in FY21
The full year results reflect both our broad market exposure,
with revenue growth across Consulting and Operations but a
significant decline in Projects, and our focus on margin
improvement, with a higher margin delivered despite the lower
revenue.
Group revenue was down 14% on a like-for-like basis with growth
in Consulting and Operations offset by a 34% decline in Projects.
This decline reflects the changes we have made in this business,
with a lower risk appetite, combined with ongoing challenges as
customers delayed some investment decisions.
Group adjusted EBITDA was down 10% on a like-for-like basis.
Adjusted EBITDA grew in our Consulting business, reflecting our
strong offering across multiple sectors, while EBITDA was lower in
both Projects and Operations. The decline in Projects adjusted
EBITDA reflects lower revenue but improved margin in the year. The
decline in Operations reflects a lower margin compared to 2021,
that year having benefited from profit upside from some significant
contract completions.
Exceptional items
We recognised exceptional items of $160 million in the year
(2020: $247 million). These exceptional items are summarised below
and are discussed in more detail in our Financial Review. They
reflect, in part, our steps to strengthen the Group for the
future.
This includes a $99 million write down of our Aegis Poland
contract to reflect the latest estimate of the full contract loss.
Due to the size of the loss, this charge was recognised as
exceptional (2020: loss of $11 million included in adjusted
EBITDA).
The Aegis Poland contract is a fixed price construction contract
awarded in February 2016 for the construction of an anti-missile
defence facility in Poland for the USA. The project was around 90%
complete by value at 31 December 2021. We expect the contract to be
operationally complete in H2 2022. Our latest assessment is that
the loss at completion will be $222 million. Due to the size and
nature of the loss, this charge was recognised as exceptional
(2020: loss of $11 million included in adjusted EBITDA).
We incurred $78 million of restructuring costs in 2021 (2020:
$101 million) including:
-- c.$30 million of charges relating to the conclusion of our
Future Fit programme and other rationalisaton
-- c.$50 million of charges relating to the closure of various
businesses, including our business in France, the power
and large industrial EPC business and the ATG automation
businesses
Exceptional items also include a gain on the sale of Sulzer
Wood. See page 18 for more details.
Cash performance in the year
Our cash performance this year was disappointing and reflects
the continued drags from exceptional cash flows combined with a
significant outflow of working capital, mostly in relation to
reduced activity in our Projects business.
As a result, our net debt remains too high and we have a clear
plan to substantially reduce it from here from the sale of our
Built Environment business.
Further details of our financial performance are included in our
Financial Review on pages 16 to 30.
Progress on strategy
Our purpose remains to "unlock solutions to the world's most
critical challenges" and our strategic objective is to be a
premium, differentiated business delivering exceptional returns for
our clients, our team, our investors and the communities in which
we work. We do this by delivering our strategic priorities:
1 Margin improvement
.
2 Optimise and standardise service delivery model
.
3 Optimise our portfolio mix of services and markets
.
4 Technology differentiation
.
5 Improve risk/reward on contracts in line with our balanced
. risk appetite
1) Margin improvement
We increased our margin in the year through both cost
efficiencies and improved business execution, as well as a benefit
from the revenue mix across our business.
Our Future Fit programme is designed to strengthen Wood for the
future through a range of activities from cost reduction through to
exploring new growth opportunities. It is aimed at improving
efficiency, transforming our project and operations delivery, and
improving profitability through changes to our supply chain and our
digital capability. Future Fit is an 18-month programme which
commenced during the first half of 2021 and is due to complete in
the first half of 2022. The total c ost savings generated in the
year were around $40 million.
Improved overall business execution in our Projects business,
helped by the gradual roll-off of some significantly
underperforming contracts, contributed to margin expansion in the
year. The range of performance remains mixed however, with a small
number of loss-making contracts remaining. We will continue to
reduce risk across our contract portfolio in 2022.
2) Optimise and standardise service delivery model
We created a new operating model at the end of Q3 2020, moving
to three global business units: Consulting, Projects and
Operations. This simplified model is aligned to our service
offering and emphasises to our clients, our full "green-to-green"
asset lifecycle solutions. This new operating model has helped
identify new growth opportunities and we are seeing increased
collaboration across our business both in customer delivery and in
winning new work.
As part of this new operating model, we created the position of
a Chief Operating Officer (COO). Our new COO, Ken Gilmartin, is
driving a programme of continual improvements in project governance
and delivery which we expect will support business performance in
the future. Since 1 January 2022, business unit Executive
Presidents have reported directly into Ken.
3) Optimise our portfolio mix of services and markets
As we continue to evolve and sharpen our customer focus, we have
been optimising our portfolio mix of both the services we offer and
the markets we serve. This has resulted in the disposal of various
assets over the past few years including the sale of our joint
venture interest in Sulzer Wood in 2021.
In January 2022, we announced that we are seeking a sale of our
Built Environment business. Following this sale, we will have a
sharper focus on our core markets to address the challenges of
energy security, energy transition and industrial decarbonisation,
where we have unique capabilities to enable our clients to meet
their targets and goals.
4) Technology differentiation
We continue to invest in solutions to enhance our digital
capabilities and digitalise the way we work, helping to transform
our customer delivery by bringing greater efficiency and reducing
risk.
We also continue to seek commercial and strategic partnerships
where we can combine skills to deliver greater results. A good
example of this was the partnership we formed in the year with
Honeywell to develop sustainable aviation fuels.
5) Improve risk/reward on contracts in line with our balanced
risk appetite
Across the Group, the proportion of revenue from fixed price
contracts reduced from 33% to 26% over the year, with the remainder
of our portfolio being cost reimbursable.
Of the 26% of revenue from fixed price contracts, 10% related to
fixed price consultancy work and 11% related to limited scope lump
sum projects, primarily in our Process and Chemicals markets. The
amount of lump sum turnkey (LSTK) revenue was around $300 million
in 2021, representing around 5% of Group revenue.
We made progress in continuing to reduce the LSTK risk exposure
in our Projects business. We are no longer bidding large EPC
contracts outside our focus markets and core capabilities and are
capping the size of our revenue exposure to LSTK. As a result of
this, we have removed around $2 billion of factored opportunities
from our bidding pipeline in Projects.
We do, however, have some significant loss-making contracts
remaining in our portfolio, most notably Aegis Poland and some
renewables EPC LSTK contracts in North America, that are now at a
mature stage of execution. We expect these to conclude over 2022
and the performance of these contracts, excluding Aegis, improved
overall in 2021 compared to 2020, albeit still generating
losses.
This focus on contract risk is particularly relevant with the
inflationary and supply pressures seen across the world today. We
limit our exposure to these risks through various contract terms,
including inflation clauses and back-to-back contracts for raw
materials supply.
Delay to results and Aegis review
On 21 February 2022, we announced that a delay to the
publication of our results was necessary to finalise our reported
results and to conclude the year-end audit process with our
auditor, KPMG LLP. The delay was required to allow an external
investigation and review to be undertaken, principally in relation
to the historical carrying value of the Aegis Poland project
contract and the process by which this was determined.
The investigation and review have been concluded and there is no
change to the historical carrying value of the Aegis Poland
contract or to the previously communicated year-end exceptional
charge of $99 million announced in our release of 21 February 2022.
The underlying results for FY21 remain in line with the guidance
provided on 13 January 2022. The Audit Committee reviewed the
results of the external investigation, the auditor's comments on
the investigation and audit work carried out during the period of
the investigation, and the accounting treatment of the Aegis Poland
project. The Committee concluded that no changes to the historical
carrying value were required and the $99 million exceptional charge
was appropriately recorded in 2021.
Proposed sale of Built Environment
In November 2021 the Group initiated a strategic review of the
part of our Consulting business facing the built environment end
market, which accounts for around 70% of Consulting revenue. This
Built Environment business generated revenue of around $1.2 billion
and adjusted EBITDA of around $150 million in 2021, with
significant growth expected in 2022.
The strategic review considered a range of options to best
deliver value for our shareholders and to strengthen the Group. The
Board concluded that a full sale process for the Built Environment
business was the best option. The sale process is well underway and
a sales agreement is expected to be announced in the second quarter
of this year. Any sales agreement will be subject to shareholder
approval at an EGM as well as regulatory approvals.
This sale will allow for a reset of the Group, strengthening our
balance sheet and providing options to improve our cash generation.
We will also consider shareholders returns and opportunities for
investments to help deliver our strategy.
Order book progress in the year
Our order book at 31 December 2021 was $7.7 billion, an increase
of $1.2 billion (19%) compared to December 2020. This increase
represented c.$7.0 billion of new awards and c.$750 million of
contract scope increases, which more than replaced the $6.4 billion
of revenue.
At 31 December 2021, revenue in our order book for 2022 was
$4,655 million, an increase of 6% compared to the prior year figure
of $4,399 million to be delivered in the year ahead.
We operate across four broad end markets:
-- Conventional energy (38% of Group revenue) across upstream
and midstream oil and gas
-- Process & chemicals (17% of Group revenue) across petrochemicals
(including hydrogen and carbon capture), speciality chemicals
and refining
-- Renewables and other (22% of Group revenue) including renewable
power (solar and wind), mining and minerals, industrial
processes and power
-- Built environment (23% of Group revenue) across infrastructure,
water and waste, and environmental
Conventional energy
Our order book across conventional energy was around $4.1
billion at 31 December 2021, including some significant multi-year
contracts. Significant contract wins in the year included:
-- Over $500 million of contracts for oil and gas operations work in the
North Sea
-- Engineering and project management services on the Safaniyah and Manifa
fields for Aramco
-- Optimising operations in the Norwegian North Sea for Equinor
Our work across conventional energy increasingly has elements of
helping our customers decarbonise, for example in optimising
operations, increasing production efficiency and supplying
renewable energy to operations.
Process & chemicals
Our order book across process & chemicals was around $0.8
billion at 31 December 2021. Significant contract wins in the year
included:
-- Framework to deliver large-scale green hydrogen plants for
NEL Hydrogen
-- Pre-FEED analysis on world's largest carbon capture and
storage projects for Summit Carbon Solutions
-- Pre-FEED work for ADNOC on a blue ammonia facility to build
hydrogen supply across the Middle East
-- Appointed integration project management contractor for
Humber Zero, one of the UK's leading industrial decarbonisation
projects
We continued to develop our presence in hydrogen. We became a
steering member of the Hydrogen Council and agreed a Memorandum of
Understanding with HYGEN Energy to accelerate the production of
green hydrogen for decarbonising transportation in the UK.
We announced a technology partnership with Honeywell for
sustainable aviation fuel. The technologies could reduce lifecycle
greenhouse gas emissions by 100% using certain feedstocks when
compared to traditional petroleum aviation fuel.
Renewables & other
Our order book across renewables & other was around $0.9
billion at 31 December 2021. Significant contract wins in the year
included:
-- EPC projects to provide solar power for a customer's onshore oil and
gas operations in the USA and to power the industrial activity for
Shell in Oman
-- EPC contract with Renewables Energy Group to expand a renewable diesel
biorefinery in Louisiana, USA
-- Pre-FEED work for Simply Blue Energy on a floating offshore wind farm
in Ireland
-- Appointed owner's engineer for Luxcara on Europe's largest single-site
onshore wind farm
-- Permitting and FEED contracts for the UK's first hydrogen storage and
distribution pipeline infrastructure project, HyNet NorthWest
-- Framework agreement with Horisont Energi to provide specialist engineering
and management consultancy services across offshore and onshore clean
ammonia and hydrogen projects
Built environment
Our order book across built environment was around $1.9 billion
at 31 December 2021 (c.$1.7 billion across built environment
consulting). Significant contract wins in the year included:
-- A design and construction scope for the remediation of a site impacted
by chromium
-- A restoration construction management project for the largest abandoned
mine in Nevada, US, with a view to potential future use as a solar
energy site
-- A programme management contract with the US Postal Service for the
management of nationwide programmes including site upgrades
-- A programme management contract with the US Environmental Protection
Agency for data collection, data management, and quality assurance
for a nationwide air quality monitoring
Progress on our ESG strategy
During the year we have focused on maintaining our position as
leaders amongst peers in environmental, social and governance
matters and sustainability. We made more progress on our ESG goals
in the year, including:
-- 31% reduction in scope 1 and 2 emissions in the year, progressing towards
our target of 40% reduction by 2030 (on a 2019 baseline)
-- Awarded "AA Leader" rating from MSCI in 2021 for a seventh consecutive
year, within the top 25% for Energy, Equipment and Services
-- Selected as the debut issuer for the UK Export Finance backed energy
transition term loan. As part of this process, we developed a Climate
Change plan which was reviewed and endorsed by a third-party consultant.
For our renewed RCF, we also committed to a third-party assessment
of our carbon emissions data and our progress against emissions targets
-- Initiated an evaluation of the Global Reporting Initiative protocols
published in November 2021 as well as SBTi Pathway to Net Zero to identify
areas for improvement in our Disclosures
-- Participated in the UN Gender Equality benchmarking group and developed
functional plans across the group to increase inclusion and diversity.
Throughout 2021 we increased female representation in senior leadership
roles to 33%, with a target to reach 40% by 2030
-- Contributed over $1 million in time and resources to charitable causes
in the year
Looking ahead: the opportunities to help the world reach net
zero
Energy security and sustainability offer us huge opportunities.
The world needs engineering solutions to provide access to energy
and to transition to a low carbon future. Wood has a wide range of
capabilities to help clients achieve decarbonisation targets
including:
-- Improving efficiency of existing assets
-- Fuel substitution, e.g. bio-based feedstocks
-- Reducing oil and gas flaring and methane emissions
-- Electrification of assets using renewable power
-- Carbon capture and storage (CCS) and hydrogen
The opportunity lies in smart technology and solutions, and
potential commercial partnerships, to help deliver existing
industrial processes and conventional energy sources as cleanly,
efficiently and securely as possible, while also charting the
pathway to newer, cleaner sources. For example Wood is working with
long-term client, Nevada Gold Energy LLC, to install a solar power
plant, substation and transmission lines to deliver approximately
120 MWac of solar energy to decarbonise activities resulting in a
zero-emissions mining project.
Outlook for 2022
The proposed sale of the Built Environment business will have a
significant impact on our reported results in 2022 and as such we
are not giving detailed financial guidance at this stage. Excluding
the impact of any sale, we expect higher revenue in 2022 across our
business supported by the growth in our order book, with revenue in
our order book for 2022 of $4,655 million, up 6% on the equivalent
figure last year.
Cash generation in 2022 is expected to be impacted by:
-- Exceptional cash costs related to our SFO payment, restructuring costs
and onerous leases and the losses on the Aegis Poland contract
-- Further payments related to our asbestos liability
-- Increased capital expenditure across our business
As such, we expect no improvement in net debt over the year
before the sale of our Built Environment business. The typical
working capital outflow in our business in the first half is
expected to lead to net debt being higher at June 2022.
Board changes
We announced today that Robin Watson, Chief Executive, has
advised the Board of his intention to retire as Chief Executive.
The Company has initiated the process to appoint his successor and
Robin will remain in his role until his successor is in place.
Thomas Botts, non-executive director, will not seek re-election
at this year's AGM and will step down from the Board after nine
years of service.
Update on activities in Russia
In March 2022, we took the decision to exit Russia and have
begun the process of withdrawing from operations in the country. We
are actively engaged in efforts to do so, while safeguarding the
safety and welfare of any colleagues affected. Operations in Russia
accounted for around 1% of Group revenue in 2021.
Future events
Our AGM will be held on 22 June 2022. We expect to announce a
sale agreement for our Built Environment business in the second
quarter of 2022 and further details will be shared in due
course.
We plan to hold a Capital Markets Day at a later date, and after
the completion of the sale of our Built Environment business.
BUSINESS REVIEWS
CONSULTING
2021 2020 Movement
$m $m %
Revenue 1,787 1,823 (2.0)%
Growth on a like-for-like basis 1.6%
Adjusted EBITDA 227 224 1.3%
Growth on a like-for-like basis 3.7%
Adjusted EBITDA margin 12.7% 12.3% 0.4ppts
Order book 2,196 1,771 24.0%
Financial review
Revenue grew by 2% on a like-for-like basis to $1,787 million,
with a strong second half of trading compared to both H1 2021
(growth of 4%) and H2 2020 (growth of 7%). Revenue growth was led
by higher activity across the built environment market.
Adjusted EBITDA grew by 4% on a like-for-like basis with revenue
growth and an expansion in margin to 12.7%. The higher margin
partly reflects efficiency improvements and increased utilisation
in the second half.
The order book at 31 December 2021 was up 24% on last year to
$2.2 billion, driven by energy and built environment contract
awards. The order book for built environment alone was up 20% to
$1.7 billion.
At 31 December 2021, revenue in our order book for 2022 was
$1,479 million, up 14% on 2021.
Operational review
Our Consulting business provides specialist engineering,
infrastructure development and environmental consulting.
Across the built environment market, we saw strong revenue and
order book growth. Major projects wins included contracts with
Canadian Nuclear Laboratories, BP, Honeywell, New Mexico Oil
Conservation Division and Duke Energy.
In climate resiliency, we were awarded a major flood resiliency
contract with the US Federal Emergency Management Agency (FEMA) as
part of the ARC Joint Venture.
We have a significant consulting offering across energy and
industry. During the year we grew our orderbook significantly
across our core energy markets with key wins from Chevron,
Woodside, TPAO and the UK's National Grid. In Energy transition,
significant new contract awards included pre-FEED work across
carbon capture and storage and hydrogen solutions. As owner's
engineers we completed Oman Shell's first utility scale solar
project and were appointed to Luxcara's wind farm in Sweden which
is set to become Europe's largest wind farm. We agreed a Memorandum
of Understanding with HYGEN Energy to accelerate the production of
green hydrogen, were appointed the owner's engineer for the UK's
first commercial green lithium factory and we announced a
technology partnership with Honeywell for sustainable aviation
fuel.
Outlook for 2022
We expect strong growth given the higher activity levels through
2021 and increase in our order book.
PROJECTS
2021 2020 Movement
$m $m %
Revenue 2,340 3,569 (34.4)%
Growth on a like-for-like basis (34.4)%
Adjusted EBITDA 168 205 (18.0)%
Growth on a like-for-like basis (18.0)%
Adjusted EBITDA margin 7.2% 5.7% 1.5ppts
Order book 1,807 1,769 2.1%
Financial review
Revenue was 34% lower in the year at $2,340 million, though H2
revenue was flat on H1. The decline in the year reflects the
completion of some larger EPC contracts, our move away from larger
scale contracts and new work being limited to smaller scopes such
as early-stage work.
Adjusted EBITDA was 18% lower, reflecting the revenue decline
partly offset by a higher margin. The expansion in margin partly
reflects improved overall project execution, with a lower level of
losses in underperforming contracts in North America as these
projects gradually roll off. Margin expansion was also supported by
cost efficiencies, higher utilisation levels, a shift in mix to
higher margin projects and profit upside from contract close
outs.
The range of performance continues to be mixed, with a small
number of contracts continuing to make a substantial loss, most
notably some renewables EPC projects in North America. Looking
ahead, we expect further benefits from our continued focus on
improved execution as these underperforming contracts come to an
end.
The order book at 31 December 2021 was up slightly to $1.8
billion, having improved from Q1 throughout the year. The growth in
our order book is partly constrained by our focus on de-risking the
contracts in our portfolio. At 31 December 2021, revenue in our
order book for 2022 was $1,312 million, down 13% on 2021.
Operational review
Our Projects business provides project management and delivery,
engineering design and construction.
We made a number of changes in the year to reduce the level of
contract risk across our business. These changes include selective
bidding of new EPC work and more balanced risk sharing with our
customers. Alongside this, we have made changes to how we run our
business. We introduced new operational and commercial governance
models and made changes to management. Furthermore, we exited our
business that performed large industrial and power EPC
business.
Despite the topline growth challenges, the business delivered
for customers across many contracts. We completed a large EPC
management project in Europe to convert a traditional diesel
production unit to bio-diesel and successfully completed a large
EPC contract to build a methanol plant for YCI.
Significant wins in the year included a contract with Nevada
Gold to install a solar power plant, substation and transmission
lines to deliver solar energy to help decarbonise their mining
activities, and an EPCm contract with the Renewable Energy Group to
help them improve and expand their renewable diesel biorefinery in
Louisiana.
Outlook for 2022
We expect modest revenue growth, supported by our higher order
book, though the level of growth will be dependent on customer
investment decisions and will be weighted towards the second half
of the year.
OPERATIONS
2021 2020 Movement
$m $m %
Revenue 2,098 2,033 3.2%
Growth on a like-for-like basis 3.9%
Adjusted EBITDA* 225 256 (12.1)%
Growth on a like-for-like basis (8.2)%
Adjusted EBITDA margin 10.7% 12.6% (1.9)ppts
Order book 3,625 2,848 27.3%
*adjusted EBITDA includes $57 million from joint ventures.
Revenue does not include any contribution from joint ventures
Financial review
Revenue grew by 4% on a like-for-like basis to $2,098 million,
reflecting a stronger second half compared to both H1 2021 (growth
of 10%) and H2 2020 (growth of 17%) as market conditions in
conventional energy continued to improve.
Adjusted EBITDA was down 8% on a like-for-like basis to $225
million with revenue growth more than offset by a lower margin. The
lower margin reflects a lower level of profit upside from closing
out contract obligations in the year, compared to a high level in
2020 across multiple contracts. Adjusted EBITDA in 2021 benefited
from c.$12 million of profit recognised where there were no related
costs incurred in the year.
The disposal of our joint venture interests in TransCanada
Turbines (TCT) in Q4 2020 and the disposal of Sulzer Wood in Q1
2021 impacted reported EBITDA growth. Adjusted EBITDA includes the
share of JV EBITDA of
$57 million (2020: $65 million). Joint ventures are included in
our results at the adjusted EBITDA line but not in revenue and as
such benefit our reported margin.
The order book at 31 December 2021 was up 27% on last year to
$3.6 billion, driven by a recovery in demand in conventional
energy, including a number of multi-year contract renewals.
At 31 December 2021, revenue in our order book for 2022 was
$1,764 million, up 18% on 2021.
Operational review
Our Operations business manages and optimises our customers'
assets including maintenance, modifications, brownfield
engineering, asset operations and management through to
decommissioning.
Performance across Operations in 2021 improved as the year
progressed, supported by increased customer activity, with growth
across all regions. We entered new markets in the year, with the
addition of services across power and specialty chemicals.
Notable contract renewals in the year included oil and gas
contracts across all regions including a c.$500 million renewal for
our work in Brunei.
Significant new contract wins included a $130 million contract
with Spirit Energy focused on late life operations, a contract for
operations in the Norwegian North Sea for Equinor, plus various oil
& gas wins across countries and some wins in new areas.
Outlook
Revenue is expected to grow, supported by the higher order book.
EBITDA in 2022 is expected to see a smaller benefit from contract
close outs than in 2021, which will particularly impact the half
year.
INVESTMENT SERVICES
2021 2020 Movement
$m $m %
Revenue (pre-exceptional items)
- see note 1 on page 4 201 139 44.6%
Growth on a like-for-like basis 44.6%
Adjusted EBITDA 11 13 (15.4)%
Growth on a like-for-like basis (15.4)%
Adjusted EBITDA margin 5.5% 9.4% (3.9)ppts
Order book 120 136 (11.8)%
Our Investment Services business unit manages a number of legacy
activities and liabilities. The most notable areas are activities
in industrial power and heavy civil engineering. In addition to
this, the results of our Aegis Poland contract, which is managed
through our Projects business unit, are reported within Investment
Services.
Investment Services generated revenue of $201 million and
adjusted EBITDA of $11 million. The primary driver for the increase
in revenue is the inclusion of heavy civil engineering from 2021
onwards.
Adjusted EBITDA in 2021 benefited from a change in the
classification of Aegis contract losses. Previously these were
included within adjusted EBITDA ($11 million in FY20, $9 million in
HY21) and now have been classified (from H2 2021 onwards) as
exceptional items, as discussed on page 6.
CENTRAL COSTS
2021 2020 Movement
$m $m %
Adjusted EBITDA (77) (68) (13.2)%
Central costs, not allocated to business units, increased from
$68 million to $77 million in the year. Performance in 2021
includes a gain on sale of property of $11 million as part of our
rationalisation of the Group's portfolio.
Outlook
Given the one-off benefit from the property sale in the year, we
expect central costs to be higher in 2022.
FINANCIAL REVIEW
Trading performance
Trading performance is presented on the basis used by management
to run the business with adjusted EBITDA including the contribution
from joint ventures. A reconciliation of operating profit to
adjusted EBITDA is included in note 1 to the financial statements.
A calculation of adjusted diluted EPS is shown on page 21.
2021 2020
$m $m
Revenue 6,400.0 7,564.3
Revenue (pre-exceptional items)* 6,426.0 7,564.3
Adjusted EBITDA(1) 553.9 630.4
Adjusted EBITDA margin % 8.6% 8.3%
Depreciation (PPE) (39.1) (45.4)
Depreciation (right of use asset) (109.8) (134.6)
Impairment of PPE and right of use assets (6.0) -
Amortisation - software and system development (90.8) (102.0)
Amortisation - intangible assets from acquisitions (100.9) (125.7)
Adjusted EBIT 207.3 222.7
Tax and interest charges on joint ventures
included within operating profit but not in
adjusted EBITDA (15.3) (8.3)
Operating profit before exceptional items 192.0 214.4
Exceptional items (159.7) (247.3)
6) 6)
Operating profit/(loss) 32.3 (32.9)
Net finance expense (92.6) (86.7)
Interest charge on lease liability (20.3) (29.0)
Loss before tax (80.6) (148.6)
Taxation (54.9) (79.5)
Loss for the period (135.5) (228.1)
Basic EPS (cents) (20.6) (34.1)
Adjusted diluted EPS (cents)(2) 17.5 23.2
See notes on pages 28-30
* Revenue for FY21 includes an exceptional item of $(25.4)
million related to Aegis Poland. Revenue (pre-exceptional items) is
an APM that is used throughout this Report as the Group believes it
provides a more useful measure of performance year-to-year.
In the table above depreciation, amortisation and exceptional
items include the contribution from joint ventures.
Adjusted EBITDA decreased by $76.5 million to $553.9 million
mainly due to reduced revenues in the Projects business due to
deferrals of activity by our customers and our move away from
taking on large scale lump sum EPC work. The impact of a reduction
in revenue was partially offset by an increase in EBITDA margin to
8.6% (2020: 8.3%).
The review of our trading performance is contained within the
Chief Executive Review on pages 6 to 11.
Amortisation, impairments and depreciation
Total amortisation for 2021 of $191.7 million (2020: $227.7
million) includes $97.9 million for Amec Foster Wheeler ("AFW")
(2020: $107.9 million) and $3.0 million (2020: $17.8 million) of
amortisation relating to intangible assets arising from prior year
acquisitions. Amortisation in respect of software and development
costs was $90.8 million (2020: $102.0 million) and this largely
relates to engineering software and ERP system development.
Included in the amortisation charge for the year above is $1.8
million (2020: $2.2 million) in respect of joint ventures.
The total depreciation charge in 2021 amounted to $148.9 million
(2020: $180.0 million) and includes depreciation on right of use
assets of $109.8 million (2020: $134.6 million).
Total impairment for 2021 of $6.0 million mainly related to
impairments recorded against properties in the USA that are not
being used by the Group, and whose expected market value is below
the carrying amount.
Net finance expense and debt
2021 2020
$m $m
Interest on bank borrowings 32.8 33.3
Interest on US Private Placement debt 35.9 38.0
Discounting relating to asbestos, deferred consideration
and other liabilities 6.4 8.6
Other interest, fees and charges 20.8 19.1
Total finance expense excluding joint ventures
and interest charge on lease liability 95.9 99.0
Finance income relating to defined benefit pension
schemes (0.2) (3.8)
Interest on uncertain tax provisions - (4.9)
Other finance income (3.1) (3.6)
Net finance expense 92.6 86.7
Interest charge on lease liability 20.3 29.0
Net finance charges in respect of joint ventures 3.6 3.5
Net finance expense including joint ventures and
interest charge on lease liability 116.5 119.2
I nterest cover (see note 5 on page 29) was 4.5 times on a
reported basis (2020: 5.5 times) against our covenant of 3.5
times.
Interest on bank borrowings of $32.8 million (2020: $33.3
million) primarily relates to interest charged on borrowings under
the $1.2 billion Revolving Credit Facility ('RCF'), borrowings of
$300 million under the bilateral loans which were repaid during the
year and the $600 million United Kingdom Export Facility ('UKEF')
which matures in July 2026. The total available facility under the
RCF reduced to $1.2 billion from $1.75 billion in 2020 following an
extension of the maturity to October 2026.
The Group also has $803.3 million of unsecured loan notes issued
in the US private placement market which mature at varying dates
between 2022 and 2031, of which $35 million matures in 2022 with
the remainder weighted to later dates. Interest is payable at an
average rate of 4.2% on these loan notes. The reduction in interest
expense is due to the payment of loan notes which matured during
2021.
In total the Group had undrawn facilities of $1,103.1 million at
31 December 2021.
The Group recognised interest costs in relation to lease
liabilities of $20.3 million (2020: $30.1 million) which relates to
the unwinding of discount on the lease liability.
The unwinding of discount on the asbestos provision is $6.3
million (2020: $8.0 million) and includes the unwinding of discount
on long-term asbestos receivables.
Net debt excluding leases to adjusted EBITDA (excluding the
impact of IFRS 16) at 31 December was 3.3 times (2020: 2.1 times)
on a reported basis, against our covenants of 3.5 times. This is
calculated pre IFRS 16 as our covenants are calculated on a frozen
GAAP basis, see note 4 on page 28.
Exceptional items
2021 2020
$m $m
Gain on divestment of business (14.4) (59.1)
Aegis contract loss (revenue) 25.4 -
Aegis contract loss (cost of sales) 73.9 -
Impairment losses on non-core business - 20.1
Redundancy, restructuring and integration costs 77.9 100.8
Investigation support costs and provisions - 161.6
Asbestos yield curve and fees (3.1) 19.8
Guaranteed Minimum Pension equalisation - 4.1
Exceptional items, net of interest and tax 159.7 247.3
Unwinding of discount on asbestos provision 6.3 8.0
Tax (credit)/charge in relation to exceptional
items (1.2) 0.7
Impact of change in UK rate on prior year exceptional
deferred tax 10.3 -
Derecognition of deferred tax assets due to UK
pension actuarial loss - 27.3
Exceptional items, net of tax 175.1 283.3
Exceptional items are those significant items which are
separately disclosed by virtue of their size or incidence to enable
a full understanding of the Group's financial performance.
The gain on divestment of business relates to the disposal of
the Group's interest in Sulzer Wood Limited for a consideration of
$19.3 million. The gain of $59.1 million in 2020 related to the
disposal of the nuclear and industrial services business and our
interest in the TransCanada Turbines joint venture.
The increase in the Aegis contract loss in 2021 was $99.3
million, which reflects the latest estimate of the full contract
loss. The increased loss recognised in the year was due to changes
in the best estimates of the outcome of the contract, based on the
director's current strategy for completing this complex project.
The estimate reflects an increase in the expected future legal
costs, along with increases in the expected costs to complete and
potential liquidated damages. The changes to these estimates at 31
December 2021 are predominantly a result of adverse events and
circumstances in the current period. These included additional
delays on the contract as further commissioning took place, updated
assessments of variation orders and a change to the expected
process to recover variation orders. By virtue of its size and the
nature of Aegis being a legacy contract in a sector where the group
no longer operates, this was recorded as an exceptional charge
through revenue and cost of sales. No revenue has been recognised
on the Aegis Poland contract in 2021. The negative revenue of $25.4
million presented represents the impact of the reduction in
percentage completion and reduction in the total forecast revenue
on the contract. During 2020 a charge of $11 million was taken to
EBITDA to reflect the estimated full loss as at 31 December 2020.
The updated contract loss reflects the Group's latest assessment of
cost to
complete, claims, liquidated damages and legal costs.
During the year to 31 December 2021, $77.9 million was incurred
in relation to redundancy and restructuring activities. During 2021
the Group has continued to progress various initiatives which
support the improved efficiency and enhancement of underlying group
profitability in the medium to longer term. These initiatives have
included 'Future Fit', which is a Group wide strategic initiative
aimed at improving efficiency, transforming our project and
operations delivery, and improving profitability through changes to
our supply chain and our digital capability. Future Fit is an
18-month programme which commenced during the first half of 2021
and is due to complete in the first half of 2022.
We have also taken steps to simplify our legal entity structure
and closed legal entities to make our business more efficient. The
direct costs of running this programme along with the costs of
redundancies and other investments are included in the exceptional
charge.
Furthermore, the Group has sharpened its focus on markets where
we know we can make an impact and deliver higher margins, and those
businesses where the returns are commensurate to the risks
involved. This has resulted in strategic decisions to exit certain
locations, and end markets that do not fit this profile, the most
material of which were our Paris engineering office, the Power and
Industrial Large EPC sector and the ATG automation businesses in
the UK. Where relevant, all staff were notified prior to the
year-end and no new work is being undertaken by these businesses.
In line with our accounting policy on exceptional items the costs
mainly relate to redundancy of staff, which were calculated in line
with local regulations, the wind down of onerous contracts and
write down of receivables balances considered to be unrecoverable
as a result.
The regulatory investigations were all closed out during the
first half of 2021 and the agreed settlements were materially in
line with the provision made at 31 December 2020.
All asbestos costs have been treated as exceptional on the basis
that movements in the provision are non-trading and can be large
and driven by market conditions which are out with the Group's
control. Excluding these amounts from the trading results improves
the understandability of the underlying trading performance of the
Group. The credit of $3.1 million in 2021 relates to a $5.6 million
yield curve credit (2020: $17.9 million charge) and $2.5 million
(2020: $1.9 million) of costs in relation to managing the claims.
The 30-year US Treasury rate has increased to 1.9% from 1.65% at
the end of December 2020 and led to the income statement credit in
2021. $6.3 million of interest costs which relate to the unwinding
of discount on the asbestos provision are shown as exceptional
(2020: $8.0 million).
An exceptional tax charge of $9.1 million (2020: $28.0 million)
has been recorded in the period and consists of a $1.2 million tax
credit on pre-tax exceptional items (2020: $0.7 million charge) and
a $10.3 million tax charge relating to the change of the UK tax
rate impacting on deferred tax balances created in prior years
through exceptionals (2020: $nil). The 2020 charge also included
$27.3 million which reflected an impairment of deferred tax assets
in the income statement arising from a reduction in deferred tax
assets through other comprehensive income due to the UK pension
actuarial loss.
Taxation
The effective tax rate on profit before tax, exceptional items
and amortisation and including Wood's share of joint venture profit
on a proportionally consolidated basis is set out below, together
with a reconciliation to the tax charge in the income
statement.
2021 2020
$m $m
Loss from continuing operations before tax (80.6) (148.6)
Tax charge in relation to joint ventures (note
12) 11.7 4.8
Joint venture exceptional items (note 12) - 8.0
Amortisation (note 9) 189.9 225.5
Exceptional items 166.0 247.3
Profit from continuing operations before tax,
exceptional items and amortisation 287.0 337.0
Effective tax rate on continuing operations (excluding
tax on exceptional items and amortisation) 26.4% 23.7%
Tax charge (excluding tax on exceptional items
and amortisation) 75.7 79.8
Tax charge in relation to joint ventures (11.7) (4.8)
Tax charge in relation to exceptional items 9.1 0.7
Derecognition of deferred tax assets due to UK
pension actuarial loss - 27.3
Tax credit in relation to amortisation (18.2) (23.5)
Tax charge per income statement 54.9 79.5
The effective tax rate reflects the rate of tax applicable in
the jurisdictions in which the Group operates and is adjusted for
permanent differences between accounting and taxable profit and the
recognition of deferred tax assets. Key adjustments impacting on
the rate in 2021 are the derecognition of deferred tax assets,
current year deferred tax assets not recognised primarily in
relation to the US, offset by the release of deferred tax on
undistributed reserves and a net credit relating to provisions in
relation to uncertain tax positions.
Due to the impact of the planned disposal of the Built
Environment business it is difficult to give guidance on the tax
rate for 2022. However, we anticipate that post disposal the tax
rate for the Group will increase. This anticipated increase
reflects the utilisation of tax losses and other tax attributes to
mitigate the tax payable on disposal of the Built Environment
business, thus reducing their use elsewhere, as well as other
trends such as the OECDs minimum tax rate increasing overall
taxation rates.
In addition to the effective tax rate, the total tax charge in
the income statement reflects the impact of exceptional items and
amortisation which by their nature tend to be expenses that are
more likely to be not deductible than those incurred in ongoing
trading profits. The income statement tax charge excludes tax in
relation to joint ventures.
Earnings per share
The calculation of basic earnings per share is based on the
earnings attributable to owners of the parent divided by the
weighted average number of ordinary shares in issue during the year
excluding shares held by the Group's employee share trusts. For the
calculation of adjusted diluted earnings per share, the weighted
average number of ordinary shares in issue is adjusted to assume
conversion of dilutive potential ordinary shares, only when there
is a profit per share. Adjusted diluted earnings per share is
disclosed to show the results excluding the impact of exceptional
items and amortisation related to acquisitions, net of tax.
2021 2020
(Losses)/earnings
(Losses)/earnings attributable
attributable to owners
to owners Number (Losses)/earnings of the Number (Losses)/earnings
of the parent of shares per share parent of shares per share
$m m cents $m m cents
Basic (139.5) 675.6 (20.6) (229.5) 672.5 (34.1)
Effect of dilutive - - - - - -
ordinary
shares
Diluted (139.5) 675.6 (20.6) (229.5) 672.5 (34.1)
Exceptional items,
net
of tax 175.1 - 25.9 283.3 - 42.1
Amortisation
related
to acquisitions,
net
of tax 82.7 - 12.2 102.2 - 15.2
Adjusted diluted 118.3 675.6 17.5 156.0 672.5 23.2
Basic loss per share for the year was 20.6 cents per share
(2020: 34.1 cents). The loss for the year attributable to owners of
the parent of $139.5 million is lower than the loss reported in
2020 mainly due to the higher exceptional charge in 2020.
Dividend
In response to the uncertainties of Covid-19, the Board withdrew
its recommendation for dividend payments in 2020. Given the high
level of net debt held by the Group, the Board has decided not to
recommend dividends in relation to 2021.
The Board recognises the importance of dividends to shareholders
and is committed to reviewing the policy in the future following
the proposed sale of our Built Environment business.
Cash flow and net debt
Excluding leases Impact of Leases Total Excluding leases Impact of Leases Total
2021 2021 2021 2020 2020 2020
$m $m $m $m $m $m
Adjusted EBITDA 418.5 135.4 553.9 479.2 151.2 630.4
Less JV EBITDA (54.0) (6.7) (60.7) (60.1) (7.7) (67.8)
JV Dividends 26.3 - 26.3 29.6 - 29.6
Decrease in provisions (75.6) - (75.6) (45.4) - (45.4)
Other 10.7 3.3 14.0 6.7 - 6.7
Cash flow generated from
operations pre working
capital 325.9 132.0 457.9 410.0 143.5 553.5
(Increase)/decrease in
receivables (70.1) - (70.1) 504.2 - 504.2
Decrease in payables (163.2) - (163.2) (342.3) - (342.3)
. .
Decrease in advance
payments (72.7) - (72.7) (276.8) - (276.8)
Decrease in inventory 0.1 - 0.1 0.9 - 0.9
Working capital
movements (305.9) - (305.9) (114.0) - (114.0)
Cash exceptionals (159.1) 21.0 (138.1) (114.6) 21.3 (93.3)
Cash generated from
operations (139.1) 153.0 13.9 181.4 164.8 346.2
Capex and intangibles (92.8) - (92.8) (81.6) - (81.6)
Interest paid (84.4) - (84.4) (82.9) - (82.9)
Tax paid (73.5) - (73.5) (43.2) - (43.2)
Other (8.2) 14.6 6.4 (19.2) 23.6 4.4
Non-cash movement in
leases - (76.0) (76.0) - (146.5) (146.5)
Free cash flow (398.0) 91.6 (306.4) (45.5) 41.9 (3.6)
Divestments 19.3 - 19.3 455.2 - 455.2
(Increase)/decrease in
net debt (378.7) 91.6 (287.1) 409.7 41.9 451.6
Opening net debt (1,014.3) (541.4) (1,555.7) (1,424.0) (583.3) (2,007.3)
Closing net debt (1,393.0) (449.8) (1,842.8) (1,014.3) (541.4) (1,555.7)
) )
Closing net debt at 31 December 2021 including leases was
$1,842.8 million (2020: $1,555.7 million). Included within closing
net debt is the IFRS 16 lease liability which is the net present
value of the lease payments that are not paid at the commencement
date of the lease and subsequently increased by the interest cost
and reduced by the lease payment made. The lease liability as at 31
December 2021 was $449.8 million (2020: $541.4 million). All
covenants on the debt facilities are measured on a frozen GAAP
basis and therefore exclude the impact of IFRS 16.
Closing net debt excluding leases as at 31 December 2021 was
$1,393.0 million (2020: $1,014.3 million). The increase in net debt
excluding leases of $378.7 million is mainly due to lower cash
generated from operations due to lower activity levels in 2021
compared with 2020 and a large working capital outflow.
The monthly average net debt excluding leases in 2021 was
$1,680.0 million (2020: $1,597.8 million). The cash balance and
undrawn portion of the Group's committed banking facilities can
fluctuate throughout the year. Around the covenant remeasurement
dates of 30 June and 31 December the Group's net debt excluding
leases is typically lower than the monthly averages due to a
combination of factors including a strong focus on collection of
receipts from customers and the timing of payments to
suppliers.
Cash generated from operations pre-working capital decreased by
$95.6 million to $457.9 million primarily as a result of the
reduction in EBITDA and the movement in provisions. The movement in
provisions in 2021 includes utilisations of the provision and the
net non-cash credit (2020: charge) to EBITDA and is caused by
releases to EBITDA exceeding the EBITDA charge of new provisions
recognised. The release in 2021 is driven by the Group concluding
on a number of historic litigation and insurance and property
provisions which are no longer necessary following resolution of
disputes or the underlying risk.
There was a working capital outflow of $305.9 million (2020:
$114.0 million). There was an improvement in activity levels in the
final quarter of 2021 compared with 2020, and in conjunction with
higher days sales outstanding ("DSO") led to a higher combined
trade receivables and gross amounts due from customers compared
with 2020, which resulted in an outflow during 2021.
The outflow in the year due to payables of $163.2 million is
lower than 2020. The large outflow in 2020 was driven by a
reduction in activity levels in 2020 compared with 2019. Activity
levels recovered during the final quarter of 2021 however the
increased activity was not sufficient to cover the cash outflow in
the first half of 2021 from lower activity.
The cash outflow due to advances payments in 2021 was $72.7
million and compares to $276.8 million in 2020. The reduced outflow
in 2021 is due to the unwind of advances in 2020 which were
received in previous periods as contracts have been completed in
the Projects business. As a result of the Group de-risking its
portfolio of contracts by moving away from large scale EPC
contracts, the unwind in advances has not been offset by new awards
in 2021.
The Group uses a receivables financing facility of $200.0
million. The amount utilised at 31 December 2021 was $200.0 million
(2020: $190.0 million). The facility is non-recourse to the Group
and so is not included in our net debt.
Cash exceptionals have increased by $44.8 million to $138.1
million in 2021 and mainly relates to payments amounting to around
$75 million in respect of the investigation which was provided for
in 2020 and is stated net of insurance receipts of around $2
million. The remaining cash exceptional relates to the cash cost of
restructuring of around $50 million and mainly includes future fit
costs of around $29 million, the closure of the Paris office of
around $15 million and our ATG business of around $6 million. In
addition, payments of around $8 million were made in respect of
onerous property contracts.
Payments for capex and intangible assets were $92.8 million
(2020: $81.6 million) and included software licences and
expenditure on ERP systems across the Group. The increase is mainly
due to the resumption in the implementation of the ERP system and
other discretionary capital expenditure which was paused during
2020 to preserve cash. We expect payments for capex and intangible
assets to be higher in 2022.
Tax payments during 2021 were $73.5 million (2020: $43.2
million). The increase partly reflects the timing of payments made
in Canada.
Net cash from divestments of $19.3 million relates to the
disposal of our interest in the Sulzer Wood joint venture.
Cash conversion, calculated as cash generated from operations as
a percentage of adjusted EBITDA (less JV EBITDA) reduced to 2.8%
(2020: 61.5%) primarily due to large working capital outflow during
2021 compared with 2020.
Sources and uses of cash
The decrease in cash generated from operations in 2021 to $13.9
million from $346.2 million reflects the lower EBITDA in the year
and large working capital outflow.
There are a number of risks associated with net cash flow from
operations, including:
-- Market risks, such as variability in commodity prices which
impacts on activities by our customers;
-- Project risks, which include delays and disputes which can influence
our ability to collect cash from our customers; and
-- Other risks, including the actions of governments and other
third parties which can affect our ability to service our increasingly
global customer base.
The Group remain committed to a strong balance sheet. Our uses
of cash include:
-- Servicing and repayment of our debt facilities;
-- Capital expenditure;
-- Potential returns to our shareholders; and
-- Potential acquisitions.
Summary balance sheet
2021 2020
$m $m
Goodwill and intangible assets 6,075.3 6,216.2
Right of use assets 356.1 408.9
Other non-current assets 790.6 831.1
Trade and other receivables 1,791.3 1,698.6
Trade and other payables (1,998.6) (2,019.7)
Net debt excluding leases (1,393.0) (1,014.3)
Lease liabilities (449.8) (541.4)
Provisions (635.2) (942.6)
Other net liabilities (451.4) (464.0)
Net assets 4,085.3 4,172.8
Net current liabilities (367.9) (457.3)
At 31 December 2021, the Group had net current liabilities of
$367.9 million (2020: $457.3 million). The reduction in net current
liabilities is primarily due to the extension of the maturity of
the Group's debt facilities following the new $1.2 billion
Revolving Credit Facility and $600 million UKEF facility issued
during 2021.
Goodwill and intangible assets include $4,228.7 million (2020:
$4,354.7 million) of goodwill and intangibles relating to the
acquisition of Amec Foster Wheeler. The balance has decreased
during the year primarily because of the amortisation of intangible
assets.
Right of use assets and lease liabilities amount to $356.1
million (2020: $408.9 million) and $449.8 million (2020: $541.4
million) respectively.
The increase in trade and other receivables is primarily due to
increased activity levels in the final quarter of the year compared
with the same period in 2020 and an increase in DSO. There have
been no instances of material default by our customers as a result
of the current market conditions.
Trade and other payables have decreased by $21.1 million since
December 2020 and this is mainly due to a reduction in amounts due
to customers and deferred income which was primarily related to the
unwind of advances received on contracts in the Projects business.
This was partially offset by an increase in other payables due to
the reclassification of the current portion of the investigations
provision of $40.6 million.
The provisions balance reduced by $307.4 million to $635.2
million. The decrease in provisions is mainly driven by
reclassifications of $235.2 million, utilisations and releases of
$130.9 million and FX of $2.1 million partially offset by charges
of $60.8 million.
The reclassifications primarily relate to the investigations
provision which was recognised in full as at December 2020 and has
been subsequently reclassed to trade and other payables following
agreement with the authorities, with the non-current portion being
reflected in other net liabilities.
Provisions utilised amounted to $65.2 million and mainly related
to asbestos of $42.5 million and various legal and project related
matters. Releases to the income statement amounted to $65.7 million
and was mainly related to a number of historical project related
and insurance and property provisions which are no longer necessary
following resolution of disputes or the underlying risk.
Contract assets and liabilities
2021 2020
$m $m
Trade receivables 729.6 646.9
Non-current contract assets 66.5 111.3
Amounts due from customers 628.1 638.6
Amounts due to customers (87.5) (203.2)
Deferred income (115.0) (69.7)
1,221.7 1,123.9
The net increase in trade receivables and amounts due from
customers is due to increased activity levels in the final quarter
compared with the same period in 2020 and higher DSO. There have
been no instances of material default by our customers as a result
of the current market conditions. The net reduction in amounts due
to customers and deferred income was $70.4 million and primarily
related to the unwind of advances received on contracts in the
Projects business.
Non-current contract assets of $66.5 million includes $46.6
million of gross amounts due from customers and $19.9 million of
trade receivables in relation to the Aegis contract as at 31
December 2021. The corresponding balances as at 31 December 2020
amounted to $111.3 million, with $94.1 million included in gross
amounts due from customers and $17.2 million of trade receivables.
The decrease in the non-current contract assets is mainly as a
result of the Aegis contract loss recorded in exceptional items.
The Group's current estimate is that these will not be settled
until 2023 at the earliest. Refer to note 20 for further details of
the additional provisions recognised in respect of this
contract.
Asbestos-related obligations
Largely as a result of the acquisition of AFW, the Group is
subject to claims by individuals who allege that they have suffered
personal injury from exposure to asbestos primarily in connection
with equipment allegedly manufactured by certain subsidiaries
during the 1970s or earlier. The overwhelming majority of claims
that have been made and are expected to be made are in the USA. At
31 December 2021, the Group has net asbestos related liabilities of
$349.1 million (2020: $380.9 million).
The Group expects to have net cash outflows of around $35
million as a result of asbestos liability indemnity and defence
payments in excess of insurance proceeds during 2022. The estimate
assumes no additional settlements with insurance companies and no
elections to fund additional payments. The Group has worked with
its independent asbestos valuation experts to estimate the amount
of asbestos related indemnity and defence costs at each year end
based on a forecast to 2050.
Full details of asbestos liabilities are provided in note 20 to
the Group financial statements.
Pensions
The Group operates a number of defined benefit pension schemes
in the UK and US and a number of defined contribution plans. At 31
December 2021, the UK defined benefit pension plan had a surplus of
$259.6 million (2020: $188.8 million) and other schemes had
deficits totalling $74.7 million (2020: $124.4 million).
The Group has total pension scheme assets of $4,811.5 million
(2020: $4,844.3 million) and pension scheme obligations of $4,626.6
million (2020: $4,779.9 million) and is therefore 104% (2020: 101%)
funded on an IAS 19 basis. The reduction in the scheme liabilities
is driven by a higher discount rate used in the actuarial
assumptions.
In assessing the potential liabilities, judgement is required to
determine the assumptions for inflation, discount rate and member
longevity. The assumptions at 31 December 2021 showed an increase
in the discount rate which results in lower scheme liabilities and
higher RPI inflation rates, thereby increasing the surplus compared
to 2020. Full details of pension assets and liabilities are
provided in note 32 to the Group financial statements.
Contingent liabilities
Details of the Group's contingent liabilities are set out in
note 33 to the financial statements.
Divestments
During 2021 the Group disposed of interest in Sulzer Wood for a
cash consideration of $19.3 million.
Note
The financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2021
or 2020 but is derived from those accounts. Statutory accounts for
2020 have been delivered to the registrar of companies, and those
for 2021 will be delivered in due course. The auditor has reported
on those accounts; their reports were (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew
attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of
the Companies Act 2006.
There are no changes to the accounting policies since the last
published financial statements.
Notes
1. A reconciliation of operating profit/(loss) to adjusted
EBITDA is presented in table below and is a key unit of measurement
used by the Group in the management of its business.
2021 2020
$m $m
Operating profit/(loss) per income statement 32.3 (32.9)
Share of joint venture finance expense and tax (note 12) 15.3 8.3
Exceptional items (note 5) 159.7 247.3
Amortisation (including joint ventures) 191.7 227.7
Depreciation (including joint ventures) 39.1 45.4
Depreciation of right of use assets 109.8 134.6
Impairment of PP&E and right of use assets 6.0 -
Adjusted EBITDA 553.9 630.4
2. Adjusted diluted earnings per share ("AEPS") is calculated by
dividing losses attributable to owners
($139.5 million) before exceptional items ($175.1 million) and
amortisation relating to acquisitions ($82.7 million), net of tax,
by the weighted average number of ordinary shares in issue during
the period, excluding shares held by the Group's employee share
ownership trusts (675.6 million). In 2021, AEPS was not adjusted to
assume conversion of all potentially dilutive ordinary shares
because the unadjusted result is a loss.
3. Number of people includes both employees and contractors at
31 December 2021.
4. Net Debt to adjusted EBITDA cover on a covenant and reported
basis is presented in the table below:
2021 2020
$m $m
Net debt excluding lease liabilities (reported basis) (note 29) 1,393.0 1,014.3
Covenant adjustments 13.5 25.0
Net debt (covenant basis) 1,406.5 1,039.3
Adjusted EBITDA 553.9 630.4
Adjustment to exclude the impact of IFRS 16 (135.4) (151.2)
Covenant adjustments 29.5 11.5
Adjusted EBITDA (covenant basis) 448.0 490.7
Net debt to adjusted EBITDA (covenant basis) 3.1 2.1
Adjusted EBITDA 553.9 630.4
Adjustment to exclude the impact of IFRS 16 (135.4) (151.2)
Adjusted EBITDA (reported basis) 418.5 479.2
Net debt to adjusted EBITDA (reported basis) 3.3 2.1
Note: the covenant basis shown above refers to the measure as
calculated for our RCF. The measure used for our USPP and UKEF is
not materially different from the reported measure shown above.
5. Interest cover on a covenant and reported basis is presented
in the table below:
2021 2020
$m $m
Net finance expense 92.6 86.7
Covenant adjustments (6.7) (4.8)
Net finance expense (covenant basis) 85.9 81.9
Adjusted EBITA 405.0 450.4
Adjustment to exclude impact of IFRS 16 (18.5) (16.6)
Covenant adjustments 22.1 11.5
Adjusted EBITA (covenant basis) 408.6 445.3
Interest cover (covenant basis) 4.8 5.4
Net finance expense 92.6 86.7
Adjusted EBITDA (reported basis) 418.5 479.2
Interest cover (reported basis) 4.5 5.5
6. Reported to like-for-like reconciliation
2021 2020
Impact Impact
Reported of disposals Like-for-like Reported of disposals Like-for-like
$m $m $m $m $m $m
Revenue
Consulting 1,787.5 - 1,787.5 1,823.2 (63.1) 1,760.1
Projects 2,339.8 - 2,339.8 3,569.3 - 3,569.3
Operations 2,098.1 - 2,098.1 2,033.2 (13.2) 2,020.0
Investment Services 200.6 - 200.6 138.6 - 138.6
Group total 6,426.0 - 6,426.0 7,564.3 (76.3) 7,488.0
Adjusted EBITDA
Consulting 226.8 - 226.8 224.3 (5.4) 218.9
Projects 167.7 - 167.7 205.4 - 205.4
Operations 225.1 - 225.1 256.1 (11.0) 245.1
Investment Services 10.9 - 10.9 12.8 - 12.8
Central costs* (76.6) - (76.6) (68.2) - (68.2)
Group total 553.9 - 553.9 630.4 (16.4) 614.0
Adjusted EBITDA margin
%
Consulting 12.7% - 12.7% 12.3% 0.1% 12.4%
Projects 7.2% - 7.2% 5.7% - 5.7%
Operations 10.7% - 10.7% 12.6% (0.5)% 12.1%
Investment Services 5.5% - 5.5% 9.4% - 9.4%
Group total 8.6% - 8.6% 8.3% (0.1)% 8.2%
* Central includes the costs of certain Group management
personnel, along with an element of Group infrastructure costs.
In FY21 executed disposals consisted of our joint venture
interest in Sulzer Wood. Comparative figures also exclude revenue
and adjusted EBITDA from the disposals of our nuclear and
industrial services businesses, YKK and our joint venture interest
in TransCanada Turbines (TCT) completed in 2020. These disposals
accounted for $nil revenue in FY21 (FY20: $76 million) and adjusted
EBITDA of $nil in FY21 (FY20: $16 million).
JOHN WOOD GROUP PLC
GROUP FINANCIAL STATEMENTS
FOR THE YEAR TO 31 DECEMBER 2021
Company Registration Number SC036219
Consolidated income statement
for the year to 31 December 2021
2021 2020
Pre-exceptional Exceptional Pre-exceptional Exceptional
items items Total items items Total
Note $m $m $m $m $m $m
Revenue from continuing
operations 1,2,5 6,426.0 (25.4) 6,400.6 7,564.3 - 7,564.3
Cost of sales 5 (5,641.9) (73.9) (5,715.8) (6,836.6) - (6,836.6)
Gross profit 784.1 (99.3) 684.8 727.7 - 727.7
Administrative expenses 5 (623.6) (60.4) (684.0) (554.9) (239.3) (794.2)
Share of post-tax
profit/(loss) from
joint ventures 5,12 31.5 - 31.5 41.6 (8.0) 33.6
Operating profit/(loss) 1 192.0 (159.7) 32.3 214.4 (247.3) (32.9)
Finance income 3 3.3 - 3.3 13.4 - 13.4
Finance expense 3,5 (109.9) (6.3) (116.2) (121.1) (8.0) (129.1)
Profit/(loss) before
taxation from continuing
operations 4,5 85.4 (166.0) (80.6) 106.7 (255.3) (148.6)
Taxation 5,6 (45.8) (9.1) (54.9) (51.5) (28.0) (79.5)
Profit/(loss) for
the year from continuing
operations 39.6 (175.1) (135.5) 55.2 (283.3) (228.1)
Profit/(loss) attributable
to
Owners of the parent 35.6 (175.1) (139.5) 53.8 (283.3) (229.5)
Non-controlling
interests 28 4.0 - 4.0 1.4 - 1.4
39.6 (175.1) (135.5) 55.2 (283.3) (228.1)
Earnings per share
(expressed in cents
per share)
Basic 8 (20.6) (34.1)
Diluted 8 (20.6) (34.1)
The notes on pages 37 to 116 are an integral part of these
consolidated financial statements.
Consolidated statement of comprehensive income/expense
for the year to 31 December 2021
2021 2020
Note $m $m
Loss for the year (135.5) (228.1)
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss
Re-measurement gains/(losses) on retirement benefit obligations 32 83.3 (178.7)
Movement in deferred tax relating to retirement benefit obligations 6 (9.5) 36.8
Total items that will not be reclassified to profit or loss 73.8 (141.9)
Items that may be reclassified subsequently to profit or loss
Cash flow hedges 27 7.9 (8.0)
Tax on derivative financial instruments 6 (3.4) 1.6
Exchange movements on retranslation of foreign operations 27 (56.3) 92.9
Total items that may be reclassified subsequently to profit or loss (51.8) 86.5
Other comprehensive income/(expense) for the year, net of tax 22.0 (55.4)
Total comprehensive expense for the year (113.5) (283.5)
Total comprehensive expense for the year is attributable to:
Owners of the parent (117.5) (284.9)
Non-controlling interests 4.0 1.4
(113.5) (283.5)
Total comprehensive expense for the year is attributable to
continuing operations.
Exchange movements on the retranslation of foreign operations
could be subsequently reclassified to profit or loss in the event
of the disposal of a business.
The notes on pages 37 to 116 are an integral part of these
consolidated financial statements.
Consolidated balance sheet
as at 31 December 2021
2021 2020
Note $m $m
Assets
Non-current assets
Goodwill and other intangible assets 9 6,075.3 6,216.2
Property plant and equipment 10 102.2 126.4
Right of use assets 11 356.1 408.9
Investment in joint ventures 12 169.7 168.7
Other investments 12 75.9 79.8
Long term receivables 14 107.5 187.0
Retirement benefit scheme surplus 32 259.6 188.8
Deferred tax assets 21 75.7 80.4
7,222.0 7,456.2
Current assets
Inventories 13 15.9 11.9
Trade and other receivables 14 1,791.3 1,698.6
Financial assets 14 7.7 20.7
Income tax receivable 55.2 50.6
Cash and cash equivalents 15 503.0 585.0
2,373.1 2,366.8
Total assets 9,595.1 9,823.0
Liabilities
Current liabilities
Borrowings 17 281.9 315.3
Trade and other payables 16 1,998.6 2,019.7
Income tax liabilities 183.2 183.2
Lease liabilities 11 118.3 133.4
Provisions 20 159.0 172.5
2,741.0 2,824.1
Net current liabilities (367.9) (457.3)
Non-current liabilities
Borrowings 17 1,614.1 1,296.5
Deferred tax liabilities 21 72.5 89.0
Retirement benefit scheme deficit 32 74.7 124.4
Lease liabilities 11 331.5 408.0
Other non-current liabilities 18 199.8 138.1
Provisions 20 476.2 770.1
2,768.8 2,826.1
Total liabilities 5,509.8 5,650.2
Net assets 4,085.3 4,172.8
Equity attributable to owners of the parent
Share capital 23 41.3 41.1
Share premium 24 63.9 63.9
Retained earnings 25 1,415.0 1,455.2
Merger reserve 26 2,540.8 2,540.8
Other reserves 27 21.0 69.0
Total equity attributable to owners of the
parent 4,082.0 4,170.0
Non-controlling interests 28 3.3 2.8
Total equity 4,085.3 4,172.8
The financial statements on pages 32 to 116 were approved by the
board of directors on 19 April 2022 and signed on its behalf
by:
Robin Watson, Director David Kemp, Director
The notes on pages 37 to 116 are an integral part of these
consolidated financial statements.
Consolidated statement of changes in equity
for the year to 31 December 2021
Equity
attributable Non-
Share Share Retained Merger Other to owners of controlling Total
capital premium earnings reserve reserves the parent interests equity
Note $m $m $m $m $m $m $m $m
At 1 January 2020 40.9 63.9 1,806.4 2,540.8 (33.2) 4,418.8 5.5 4,424.3
(Loss)/Profit for
the year - - (229.5) - - (229.5) 1.4 (228.1)
Other
comprehensive
income/(expense):
Re-measurement
losses on
retirement
benefit schemes 32 - - (178.7) - - (178.7) - (178.7)
Movement in
deferred tax
relating to
retirement
benefit schemes 6 - - 36.8 - - 36.8 - 36.8
Cash flow hedges 27 - - - - (8.0) (8.0) - (8.0)
Tax on derivative
financial
instruments 6 - - 1.6 - - 1.6 - 1.6
Net exchange
movements on
retranslation of
foreign
operations 27 - - - - 92.9 92.9 - 92.9
Total
comprehensive
(expense)/income
for the year - - (369.8) - 84.9 (284.9) 1.4 (283.5)
Transactions with
owners:
Dividends paid 7,28 - - - - - - (4.9) (4.9)
Credit relating to
share based
charges 22 - - 24.3 - - 24.3 - 24.3
Deferred tax
impact of rate
change in equity 6 - - (1.3) - - (1.3) - (1.3)
Other tax
movements in
equity 6 - - (0.7) - - (0.7) - (0.7)
Shares allocated
to employee share
trusts 25 0.2 - (0.2) - - - - -
Exchange movements
in respect of
shares held by
employee share
trusts 25 - - (3.5) - - (3.5) - (3.5)
Net exchange
movements on
disposal of
foreign currency
operations 27 - - - - 17.3 17.3 - 17.3
Transactions with
non-controlling
interests 28 - - - - - - 0.8 0.8
At 31 December
2020 41.1 63.9 1,455.2 2,540.8 69.0 4,170.0 2.8 4,172.8
(Loss)/Profit for
the year - - (139.5) - - (139.5) 4.0 (135.5)
Other
comprehensive
income/(expense):
Re-measurement
gains on
retirement
benefit schemes 32 - - 83.3 - - 83.3 - 83.3
Movement in
deferred tax
relating to
retirement
benefit schemes 6 - - (9.5) - - (9.5) - (9.5)
Cash flow hedges 27 - - - - 7.9 7.9 - 7.9
Tax on derivative
financial
instruments 6 - - (3.4) - - (3.4) - (3.4)
Net exchange
movements on
retranslation of
foreign
operations 27 - - - - (56.3) (56.3) - (56.3)
Total
comprehensive
(expense)/income
for the year - - (69.1) - (48.4) (117.5) 4.0 (113.5)
Transactions with
owners:
Dividends paid 7,28 - - - - - - (2.7) (2.7)
Credit relating to
share based
charges 22 - - 22.1 - - 22.1 - 22.1
Deferred tax
impact of rate
change in equity 6 - - 4.5 - - 4.5 - 4.5
Other tax
movements in
equity 6 - - (0.1) - - (0.1) - (0.1)
Shares allocated
to employee share
trusts 25 0.2 - (0.2) - - - - -
Exchange movements
in respect of
shares held by
employee share
trusts 25 - - 1.1 - - 1.1 - 1.1
Purchase of
company shares by
employee share
trust for the
Share Incentive
Plan (SIP) 25 - - 1.5 - - 1.5 - 1.5
Net exchange
movements on
disposal of
foreign currency
operations 30 - - - - 0.4 0.4 - 0.4
Transactions with
non-controlling
interests 28 - - - - - - (0.8) (0.8)
At 31 December
2021 41.3 63.9 1,415.0 2,540.8 21.0 4,082.0 3.3 4,085.3
The notes on pages 37 to 116 are an integral part of these
consolidated financial statements.
Consolidated cash flow statement
for the year to 31 December 2021
2021 2020
Note $m $m
Cash generated from operations 29 13.9 346.2
Tax paid (73.5) (43.2)
Net cash (used in)/generated from operating
activities (59.6) 303.0
Cash flows from investing activities
Acquisition of subsidiaries (cash acquired
less consideration paid) 30 - (21.0)
Disposal of businesses (net of cash disposed) 30 19.3 455.2
Purchase of property plant and equipment 10 (22.4) (15.0)
Proceeds from sale of property plant and equipment 22.1 6.8
Purchase of intangible assets 9 (92.5) (73.4)
Interest received 3.1 3.6
Cash from short term investments and restricted
cash 15 12.5 (12.5)
Repayment of loans from joint ventures 1.0 4.5
Net cash (used in)/generated from investing
activities (56.9) 348.2
Cash flows from financing activities
Repayment of short-term borrowings 29 (33.5) (1,438.4)
Proceeds from long term borrowings 29 664.9 200.0
Repayment of long-term borrowings 29 (335.6) (477.5)
Payment of lease liabilities 29 (167.6) (188.4)
Proceeds from SIP shares 25 1.5 -
Interest paid (87.5) (86.5)
Dividends paid to non-controlling interests 28 (2.7) (4.9)
Net cash generated from/(used in) financing
activities 39.5 (1,995.7)
Net decrease in cash and cash equivalents 29 (77.0) (1,344.5)
Effect of exchange rate changes on cash and
cash equivalents 29 (5.0) 27.6
Opening cash and cash equivalents 585.0 1,901.9
Closing cash and cash equivalents 15 503.0 585.0
The proceeds of long-term borrowings of $664.9m includes $600.0m
of proceeds from the new UK government export facility and
additional borrowings of $64.9m under the Revolving Credit
Facility. The repayment of long term borrowings of $335.6m includes
the repayment of the $300.0m of bilateral facilities and the impact
of the classification of senior loan notes, now falling due within
one year, being reclassified from long-term to short-term
borrowings.
Payment of lease liabilities includes the cash payments for the
principal portion of lease payments of $147.3m (2020: $158.3m) and
for the interest portion of $20.3m (2020: $30.1m). The
classification of interest paid within financing activities is in
line with the Group accounting policy.
The notes on pages 37 to 116 are an integral part of these
consolidated financial statements.
General information
John Wood Group PLC, its subsidiaries and joint ventures, ('the
Group') delivers comprehensive services to support its customers
across the complete lifecycle of their assets, from concept to
decommissioning, across a range of energy, industrial and utility
markets. Details of the Group's activities during the year are
provided in the Strategic Report. John Wood Group PLC is a public
limited company, incorporated and domiciled in the United Kingdom
and listed on the London Stock Exchange. Copies of the Group
financial statements are available from the Company's registered
office at 15 Justice Mill Lane, Aberdeen AB11 6EQ.
Accounting Policies
Basis of preparation
These financial statements have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006 and in accordance with
UK-adopted international accounting standards. The Group financial
statements have been prepared on a going concern basis under the
historical cost convention as modified by the revaluation of
financial assets and liabilities at fair value through the income
statement.
Going concern
The directors have undertaken a rigorous assessment of going
concern and liquidity over a period of at least 12 months from the
date of approval of these financial statements (the going concern
period), as well as preparing financial forecasts up to the end of
2023 to reflect reasonably possible downsides. The directors have
considered as part of this assessment the impact of the events,
including the current war in Ukraine, that happened post balance
sheet date and up to the date of issue of these financial
statements.
The directors did not declare an interim or final 2021 dividend
in order to protect cashflows and preserve long term value. No
dividends are included in the going concern assessment. Any
decision to resume payment of a dividend will consider the Group's
future profitability and cash requirements.
In assessing the basis of preparation of the financial
statements for the year ended 31 December 2021, the directors have
considered the principles of the Financial Reporting Council's
'Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting, 2014'; namely assessing the
applicability of the going concern basis, the review period and
disclosures.
In order to satisfy themselves that they have adequate resources
for the future, the directors have reviewed the Group's existing
debt levels, the forecast compliance with debt covenants including
any impact on committed funding and liquidity positions and the
Group's ability to generate cash from trading activities. As of 31
December 2021, the Group's principal debt facilities comprise a
$1,200.0m revolving credit facility maturing in October 2026; a
$600.0m term loan maturing in July 2026 and $803.3m of US private
placement debt repayable in various tranches between July 2022 and
July 2031, with over 95% due in 2024 or later. At 31 December 2021,
the Group had headroom of $935.1m under its main facilities and a
further $148.9m of other undrawn borrowing facilities. The Group's
key financial covenants are set at a ratio of 3.5x for both net
debt/maximum rolling 12-month adjusted EBITDA and minimum interest
cover. These covenants are measured on a semi-annual basis and
excludes the impact of IFRS 16. There are no indications from the
scenarios modelled that any of these covenants will be breached in
the period assessed.
At 31 December 2021, the Group had net current liabilities of
$367.9m (2020: $457.3m) and the reduction mainly relates to the
extension of the maturity of the Groups principal borrowing
facilities during 2021. The cash flow forecasts show that the Group
will have sufficient funds to meet its liabilities as they fall
due.
The directors have considered a range of scenarios on the
Group's future financial performance and cash flows. These
scenarios reflect our outlook for the broad range of end markets
that the Group operates in, whilst also considering the growth in
the order book during 2021 and an improved outlook for activity
across Projects, Operations and Consulting. Approximately 62% of
the Group's revenues are driven by Renewables and Other Energy;
Process and Chemicals and the Built Environment. The Group
anticipates growth opportunities due to the post covid recovery in
industrial activity. Additionally, there are growth opportunities
in the built environment due to fiscal stimulus measures adopted by
governments across the world in response to the pandemic and
longer-term demand supported by changing attitudes to
infrastructure spending to provide climate and economic resilience.
The conventional energy business, which makes up around 38% of
revenue is supported by the global recovery in energy demand and
improved commodity prices. This backdrop of strong order book
growth and improved activity levels in 2021 gives the directors
improved confidence around the 2022 forecast and the growth
assumptions for 2023.
The base case going concern scenario assumes the retention of
the built environment business. Additionally, the directors have
modelled the disposal of the built environment business following
the outcome of the strategic review being announced in January
2022. The proceeds from the disposal would lead to a strengthening
of the balance sheet through a pay down of debt and other
liabilities currently included on the balance sheet. Both scenarios
indicated that covenants will be passed at the covenant
remeasurement dates.
The directors have considered severe, but plausible downside
scenarios. The most severe of these reflect further material
reductions in revenue and EBITDA from the base scenario, which is
the Board approved forecast, the basis of which is described above.
This could result from a worsening economic climate or a
significantly reduced oil price. In each of the scenarios modelled,
the financial covenants were met, with significant facility
headroom remaining available.
Consequently, the directors are confident that the company will
have sufficient funds to continue to meet its liabilities as they
fall due for at least 12 months from the date of approval of the
financial statements and therefore have prepared the financial
statements on a going concern basis.
Significant accounting policies
The Group's significant accounting policies adopted in the
preparation of these financial statements are set out below. These
policies have been consistently applied to all the years
presented.
Critical accounting judgements and estimates
The preparation of the financial statements requires the use of
estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the year. These
estimates and judgements are based on management's best knowledge
of the amount, event or actions and actual results ultimately may
differ from those estimates. Group management believe that the
estimates and assumptions listed below have a significant risk of
resulting in a material adjustment to the carrying amounts of
assets and liabilities.
(a) Revenue recognition on fixed price and long-term contracts
(estimate)
The Group has a large number of fixed price long-term contracts
which are accounted for in accordance with IFRS 15 and require
estimates to be made for contract revenue. These contracts do not
typically generate individually material revenue however they are
material in aggregate. Contract revenues are affected by
uncertainties that depend on the outcome of future events. Lump sum
revenue amounted to $1,695.8m in 2021 (2020: $2,501.8m).
Uncertainties include the estimation of:
Forecast costs to complete the contract
At the end of the reporting period the Group is required to
estimate costs to complete on lump sum or fixed price contracts
based on the work to be performed after the reporting date, which
may span more than one reporting period. This involves an objective
evaluation of project progress against the delivery schedule,
evaluation of the work to be performed and the associated costs to
fully deliver the contract to the customer and contingencies. These
factors are affected by a variety of uncertainties that depend on
the outcome of future events, and so often need to be revised as
events unfold, and therefore it is not practically possible to
present these sensitivities which will be different across a large
number of individually immaterial contracts. The estimates from
these contracts, in aggregate, could nevertheless have a possible
material impact on revenue, cost of sales, gross amounts due to
customers and gross amounts due from customers.
Recognition of revenue from variation orders ("VOs")
As contracts progress management may deem that the company is
entitled to VOs increasing the contracts price under the existing
contracts (variable considerations). In some instances, changes to
the scope or requirements of a project equate to changing the
contract in a way that entitles the Company to additional
consideration (contract modifications).
Where VOs are linked to variable considerations management
estimate the value of revenue to be recognised such that it is
considered highly probable that a significant reversal in the
amount of cumulative revenue recognised to date will not occur when
the uncertainty associated with the VO is subsequently resolved.
This assessment is reconsidered at each reporting date. The
assessment is based on discussions with the customer and a range of
factors, including contractual entitlement, prior experience of the
customer and of similar contracts with other customers.
Where VOs are linked to contract modifications, management
recognise associated revenue when such modifications are approved
and when the company has an enforceable right to payment. In cases
where the price has not been agreed, management estimate the value
of revenue to be recognised such that it is considered highly
probable that a significant reversal in the amount of cumulative
revenue recognised to date will not occur when the final price for
the contract modification has been agreed.
On the Aegis contract, management deem that the Company is
entitled to variable considerations under the existing contractual
arrangements. Only the proportion of this deemed entitlement that
is assessed as highly probable is recognised as part of the revenue
calculation. The assessment of the proportion of the deemed
entitlement to VOs that is considered to be highly probable is a
judgement made by management in consultation with internal and
external experts. The amount of the accumulated recognised VOs in
relation to the Aegis contract is material. Refer to note 20 for
further details of the additional provisions recognised in respect
of this contract.
Liquidated damages ("LDs")
LDs are penalties (negative variable considerations) that are
determined when certain contractual requirements are not met.
Management make an assessment of the value of LDs to be provided at
the reporting date such that it is considered highly probable that
a significant reversal in the amount of cumulative revenue
recognised will not occur when the uncertainty associated with the
LD is subsequently resolved. This initial assessment is
reconsidered at each reporting date. The assessment is based on a
best estimate of the monetary amount of LDs payable which involves
a number of management assumptions and judgements including
discussions with the customer, contractual entitlement, prior
experience of the customer, prior experience of similar contracts
with other customers and other forms of documentary evidence.
Estimates are updated regularly, and significant changes are
highlighted through established internal review procedures. The
contract reviews focus on the timing and recognition of revenue
including income from incentive payments, scope variations and
claims.
See note 2 for further details.
(b) Impairment of goodwill (estimate)
The Group carries out impairment reviews whenever events or
changes in circumstance indicate that the carrying value of
goodwill may not be recoverable. In addition, the Group carries out
an annual impairment review. Management expectations are formed in
line with performance to date and experience, as well as available
external market data.
An impairment loss is recognised when the recoverable amount of
goodwill is less than the carrying amount. The impairment tests are
carried out by CGU ('Cash Generating Unit') and reflect the latest
Group budgets and forecasts as approved by the Board. The budgets
and forecasts are based on various assumptions relating to the
Group's businesses including assumptions relating to market
outlook, resource utilisation, contract awards and contract
margins. The outlook for the Group is discussed in the Chief
Executive's Review. Pre-tax discount rates of between 10.2% and
10.8% have been used to discount the CGU cash flows and a terminal
value is applied using long term growth rates of between 2.5% and
2.7%. A sensitivity analysis has been performed allowing for
possible changes to the key assumptions used in the impairment
model.
See note 9 for further details.
(c) Provisions and contingent liabilities (judgement and
estimate)
The Group records provisions where it has a present obligation
(legal or constructive) as a result of a past event, it is probable
that an outflow of resources will be required to settle the
obligation and a reliable estimate of the obligation can be made.
Where the outcome is less than probable, but more than remote, or a
reliable estimate cannot be made, no provision is recorded but a
contingent liability is disclosed in the financial statements, if
material. The recording of provisions is an area which requires the
exercise of management judgement relating to the nature, timing and
probability of the liability and typically the Group's balance
sheet includes contract provisions and provisions for pending legal
issues.
As a result of the acquisition of Amec Foster Wheeler ("AFW") in
2017, the Group has acquired a significant asbestos related
liability. Some of AFW's legacy US and UK subsidiaries are
defendants in asbestos related lawsuits and there are out of court
informal claims pending in both jurisdictions. Plaintiffs claim
damages for personal injury alleged to have arisen from exposure to
the use of asbestos in connection with work allegedly performed by
subsidiary companies in the 1970s and earlier. The provision for
asbestos liabilities is the Group's best estimate of the obligation
required to settle claims up until 2050. Group policy is to record
annual changes to the underlying gross estimates where they move by
more than 5%.
The critical assumptions applied in determining the asbestos
provision include: indemnity settlement amount, forecasted number
of new claims, estimated defence costs and the discount rate. The
Group uses a 30-year US Treasury bond rate to discount its asbestos
liabilities. The 30-year US Treasury rate, has increased to 1.9%
from 1.65% at the end of December 2020. This has resulted in a
credit of $5.6m being recognised through the income statement and
has been treated as exceptional due to being outwith the control of
the Group .
Further details of the asbestos liabilities are provided in note
20 including a sensitivity analysis showing the impact of changes
to the key assumptions.
(d) Retirement benefit schemes (estimate)
The value of the Group's retirement benefit schemes
surplus/deficit is determined on an actuarial basis using several
assumptions. Changes in these assumptions will impact the carrying
value of the surplus/deficit. A sensitivity analysis showing the
impact of changes to these assumptions is provided in note 32. The
principal assumptions that impact the carrying value are the
discount rate, the inflation rate and life expectancy. The Group
determines the appropriate assumptions to be used in the actuarial
valuations at the end of each financial year following consultation
with the retirement benefit schemes' actuaries. In determining the
discount rate, consideration is given to the interest rates of
high-quality corporate bonds in the currency in which the benefits
will be paid and that have terms to maturity similar to those of
the related retirement benefit obligation. The inflation rate is
derived from the yield curve used in deriving the discount rate and
adjusted by an agreed risk premium. Assumptions regarding future
mortality are based on published statistics and the latest
available mortality tables. The Group, in
conjunction with the schemes' actuaries, continues to monitor
the impact of the Covid-19 pandemic on mortality data. The tax rate
applied to the surplus of the UK scheme is 25%, on the basis that
the scheme is in a technical funding deficit with commitments for
future contributions and there is no expectation that the manner of
any future recovery would be in the form of a refund, which would
be taxed at 35%.
The majority of pension scheme assets have quoted prices in
active markets. Scheme assets are revalued at least once per annum
to reflect their fair value. Fair value is based on market price
information. If this is not available, the most recent transaction
price, revenue or earnings-based valuations using unobservable
inputs may be used for level 3 investments in the fair value
hierarchy.
Further details of the assumptions and measurements outlined can
be seen in note 32.
Basis of consolidation
The Group financial statements are the result of the
consolidation of the financial statements of the Group's subsidiary
undertakings from the date of acquisition or up until the date of
divestment as appropriate. Subsidiaries are entities controlled by
the Group. The Group 'controls' an entity when it is exposed to, or
has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. All Group companies apply the Group's
accounting policies and prepare financial statements to 31
December. Intra-group balances and transactions, and any unrealised
income and expenses arising from intra-group transactions, are
eliminated.
Joint ventures and joint operations
A joint venture is a type of joint arrangement where the parties
to the arrangement share rights to its net assets. A joint
arrangement is an arrangement of which two or more parties have
joint control. Joint control is the contractually agreed
arrangement which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing
control. The considerations made in determining joint control are
similar to those necessary to determine control over
subsidiaries.
The Group's interests in joint ventures are accounted for using
equity accounting. Under the equity method, the investment in a
joint venture is initially recognised at cost. The carrying amount
of the investment is adjusted to recognise changes in the Group's
share of net assets of the joint venture from the acquisition date.
The results of the joint ventures are included in the consolidated
financial statements from the date the joint control commences
until the date that it ceases. T he Group includes its share of
joint venture profit on the line 'Share of post-tax profit from
joint ventures' in the Group income statement and its share of
joint venture net assets in the 'investment in joint ventures' line
in the Group balance sheet.
A joint operation is a joint arrangement whereby the parties
that have joint control of the arrangement have rights to the
assets and obligations for the liabilities relating to the
arrangement. The Group accounts for joint operations by recognising
the appropriate proportional share of revenue, expenses, assets and
liabilities.
Presentational currency
The Group's earnings stream is primarily US dollars and the
Group therefore uses the US dollar as its presentational
currency.
The following exchange rates have been used in the preparation
of these financial statements:
2021 2020
Average rate GBP1 = $ 1.3757 1.2844
Closing rate GBP1 = $ 1.3545 1.3669
Foreign currencies
In each individual entity, transactions in foreign currencies
are translated into the relevant functional currency at the
exchange rates ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are
retranslated at the exchange rates ruling at the balance sheet
date. Any exchange differences are taken to the income
statement.
Income statements of entities whose functional currency is not
the US dollar are translated into US dollars at average rates of
exchange for the period and assets and liabilities are translated
into US dollars at the rates of exchange ruling at the balance
sheet date. Exchange differences arising on translation of net
assets in such entities held at the beginning of the year, together
with those differences resulting from the restatement of profits
and losses from average to year end rates, are taken to the
currency translation reserve.
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign
entity and translated at the exchange rate ruling at the balance
sheet date with any exchange differences taken to the currency
translation reserve.
Foreign currency differences are recognised in Other
Comprehensive Income ("OCI") and accumulated in the translation
reserve, except to the extent that the translation difference is
allocated to Non-Controlling Interests ("NCI").
When a foreign operation is disposed of in its entirety or
partially such that control, significant influence or joint control
is lost, the cumulative amount in the translation reserve related
to the foreign operation is reclassified to profit or loss as part
of the gain or loss on disposal. If the Group disposes of part of
its interest in a subsidiary but retains control, then the relevant
proportion of the cumulative amount is reattributed to NCI. When
the Group disposes of only part of an associate or joint venture
while retaining significant influence or joint control, the
relevant proportion of the cumulative amount is reclassified to
profit or loss. The directors consider it appropriate to record
sterling denominated equity share capital in the financial
statements of John Wood Group PLC at the exchange rate ruling on
the date it was raised.
Revenue recognition
Revenue comprises the fair value of the consideration specified
in a contract with a customer and is stated net of sales taxes
(such as VAT) and discounts. The Group recognises revenue when it
transfers control over a good or service to a customer.
With regard to cost reimbursable projects and lump sum projects,
further detail is provided below about the nature and timing of the
satisfaction of performance obligations in contracts with
customers, including payment terms and the related revenue
recognition policies.
Cost reimbursable projects
Revenue is recognised over time as the services are provided
based on contractual rates per man hour in respect of multi-year
service contracts. The amount of variable revenue related to the
achievement of key performance indicators (KPIs) is estimated at
the start of the contract, but any revenue recognised is
constrained to the extent that it is highly probable there will not
be a significant reversal in future periods.
Lump sum or fixed price contacts
Revenue on fixed price or lump sum contracts for services,
construction contracts and fixed price long-term service agreements
is recognised over time according to the stage of completion
reached in the contract by measuring the proportion of costs
incurred for work performed to total estimated costs. Margin is
only recognised when the outcome of the contract can be measured
reliably.
Management assess the value of revenue to be recognised in
respect of variation orders based on the considerations described
in the critical accounting judgements and estimates section above
in the paragraph regarding recognition of revenue from variation
orders ("VOs").
A claim is an amount that the contractor seeks to collect from
the customer as reimbursement for costs whose inclusion in the
contract price is disputed, and may arise from, for example, delays
caused by the customer, errors in specification or design and
disputed variations in contract work. Claims are also usually
variable considerations and are included in contract revenue only
to the extent that it is highly probable that a significant
reversal of revenue will not occur. Appropriate legal advice is
taken in advance of any material revenue being recognised in
respect of claims.
The related contract costs are recognised in the income
statement when incurred. When it is probable that total contract
costs will exceed total contract revenue, the expected loss is
recognised immediately.
The Group's payment terms state that all invoices are generally
payable within 30 days.
Details of the services provided by the Group are provided under
the 'Segmental Reporting' heading.
Exceptional items
Exceptional items are those significant items which are
separately disclosed by virtue of their size or incidence to enable
a full understanding of the Group's financial performance.
Transactions which may give rise to material exceptional items
include gains and losses on divestment of businesses; write downs
or impairments of assets including goodwill; restructuring and
redundancy costs or provisions; litigation or regulatory
settlements; asbestos related income or charges; tax provisions or
payments; provisions for onerous contracts and acquisition and
divestment costs. The tax impact on these transactions is shown
separately in the exceptional items note to the financial
statements (note 5).
Restructuring and redundancy costs or provisions will include
those costs associated with major Board approved programmes which
will deliver longer term benefits to the Group. If this involves
closure of a material office, discrete operating unit or service
line the exceptional cost will include redundancy and severance of
impacted employees, onerous contract provisions, the write off any
unrecoverable net assets and any reversals in future periods.
Finance expense/income
Interest income and expense is recorded in the income statement
in the period to which it relates. Arrangement fees and expenses in
respect of the Group's debt facilities are amortised over the
period which the Group expects the facility to be in place.
Interest relating to the unwinding of discount on deferred and
contingent consideration, IFRS 16 lease liabilities and asbestos
liabilities is included in finance expense. Interest expense and
interest income on scheme assets relating to the Group's retirement
benefit schemes are also included in finance income/expense. See
note 3 for further details.
Interest income or expense is recognised using the effective
interest method. The 'effective interest rate' is the rate that
exactly discounts estimated future cash payments or receipts
through the expected life of the financial instrument to:
The gross carrying amount of the financial asset; or
The amortised cost of the financial liability.
Dividends payable
Dividends to the Group's shareholders are recognised as a
liability in the period in which the dividends are approved by
shareholders. Interim dividends are recognised when paid. See note
7 for further details.
Business combinations
The Group accounts for business combinations using the
acquisition method of accounting when control is transferred to the
Group. The consideration transferred is measured at fair value, as
are the identifiable net assets acquired. Any goodwill that arises
is tested annually for impairment. Intangible assets arising on
business combinations are tested for impairment when indicators of
impairment exist. Acquisition costs are expensed and included in
administrative expenses in the income statement.
Goodwill
Goodwill represents the excess of the cost of an acquisition
over the fair value of the net assets acquired. Goodwill is carried
at cost less accumulated impairment losses. Goodwill is not
amortised.
Intangible assets
Intangible assets are carried at cost less accumulated
amortisation. Intangible assets are recognised if it is probable
that there will be future economic benefits attributable to the
asset, the cost of the asset can be measured reliably, the asset is
separately identifiable and there is control over the use of the
asset. Where the Group acquires a business, intangible assets on
acquisition are identified and evaluated to determine the carrying
value on the acquisition balance sheet. Intangible assets are
amortised over their estimated useful lives on a straight-line
basis, as follows:
Software 3-5 years
Development costs and licenses 3-5 years
Intangible assets on acquisition
Customer contracts and 5-13 years
relationships
Order backlog 2-5 years
Brands 20 years
Property plant and equipment
Property plant and equipment (PP&E) is stated at cost less
accumulated depreciation and impairment. No depreciation is charged
with respect to freehold land and assets in the course of
construction.
Depreciation is calculated using the straight-line method over
the following estimated useful lives of the assets:
Freehold buildings 25--50 years
Leasehold improvements period of lease
Plant and equipment 3--10 years
When estimating the useful life of an asset group, the principal
factors the Group takes into account are the durability of the
assets, the intensity at which the assets are expected to be used
and the expected rate of technological developments. Asset lives
and residual values are assessed at each balance sheet date.
Refer to the Leases policy for the Group's policy with respect
to the right of use assets.
Impairment
The Group performs impairment reviews in respect of PP&E,
investment in joint ventures and intangible assets whenever events
or changes in circumstance indicate that the carrying amount may
not be recoverable. In addition, the Group carries out impairment
reviews in respect of goodwill, at least annually. An impairment
loss is recognised when the recoverable amount of an asset, which
is the higher of the asset's fair value less costs to sell and its
value in use, is less than its carrying amount.
Impairment losses are recognised in profit or loss. They are
allocated to first reduce the carrying amount of any goodwill
allocated to the CGU, and then to reduce the carrying amounts of
the other assets in the CGU on a pro-rata basis.
For the purposes of impairment testing, assets are grouped
together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the
cash inflows of other assets or cash generating units ("CGUs").
Goodwill arising from a business combination is allocated to the
appropriate CGU or groups of CGUs that are expected to benefit from
the synergies of the combination. The CGUs are aligned to the
structure the Group uses to manage its business. Cash flows are
discounted in determining the value in use.
See note 9 for further details of goodwill impairment testing
and note 12 for details of impairment of investment in joint
ventures.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and other
short-term bank deposits with original maturities of three months
or less. Bank overdrafts are included within borrowings in current
liabilities. The Group presents balances that are part of a pooling
arrangement with no right of offset on a gross basis in both cash
and short-term borrowings.
Trade receivables
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. Trade receivables
are typically classified as Held to Collect.
The Group recognises loss allowances for Expected Credit Losses
('ECLs') on trade receivables and gross amounts due from customers,
measured at an amount equal to lifetime ECLs. ECLs are a
probability-weighted estimate of credit losses. Credit losses are
measured as the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the entity in accordance
with the contract and the cash flows that the Group expects to
receive). ECLs are discounted at the effective interest rate of the
financial asset.
At each reporting date, the Group assesses whether financial
assets carried at amortised cost are credit-impaired. A financial
asset is 'credit-impaired' when one or more events that have a
detrimental impact on the estimated future cash flows of the
financial asset have occurred. Evidence that a financial asset is
credit-impaired includes a customer being in significant financial
difficulty or a breach of contract such as a default. The gross
carrying amount of a financial asset is written off when the Group
has no reasonable expectation of recovering a financial asset in
its entirety or a portion thereof. For individual customers, the
Group individually makes an assessment with respect to the timing
and amount of write-off based on whether there is a reasonable
expectation of recovery.
The Group has a non-recourse financing arrangement with one of
its banks in which funds are received in relation to trade
receivable balances before the due date for payment. Trade
receivables are derecognised on receipt of the payment from the
bank. See note 14 for further details.
Asbestos related receivables
Asbestos related receivables represents management's best
estimate of insurance recoveries relating to liabilities for
pending and estimated future asbestos claims. They are only
recognised when it is virtually certain that the claim will be
paid. Asbestos related assets under executed settlement agreements
with insurers due in the next 12 months are recorded within Trade
and other receivables and beyond 12 months are recorded within Long
term receivables. The Group's asbestos related assets have been
discounted using an appropriate rate of interest.
Trade payables
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently stated at
amortised cost using the effective interest method.
Deferred and contingent consideration
Where deferred or contingent consideration is payable on the
acquisition of a business based on an earn out arrangement, an
estimate of the amount payable is made at the date of acquisition
and reviewed regularly thereafter, with any change in the estimated
liability being reflected in the income statement. Where the change
in liability is considered material, it is disclosed as an
exceptional item in the income statement. Where deferred
consideration is payable after more than one year, the estimated
liability is discounted using an appropriate rate of interest.
Deferred consideration is initially recognised at fair value and
subsequently measured at amortised cost. Contingent consideration
is recognised at fair value.
Taxation
Tax provisions are based on management's interpretation of
country specific tax law and the likelihood of settlement. This
involves a significant amount of judgement as tax legislation can
be complex and open to different interpretation. Management uses
in-house tax experts, professional firms and previous experience
when assessing tax risks. When actual liabilities differ from the
provisions, adjustments are made which can have a material impact
on the Group's tax charge for the year.
Deferred tax asset recognition is based on two factors. Firstly,
deferred tax liabilities in the same jurisdiction as assets that
are legally capable of being offset and the timing of the reversal
of the asset and liability would enable the deduction from the
asset to be utilised against the taxable income from the liability.
Secondly, forecast profits support the recognition of deferred tax
assets not otherwise supported by deferred tax liabilities.
Management uses in-house tax experts to determine the forecast
period to support recognition, this is considered by jurisdiction
or entity dependent on the tax laws of the jurisdiction. If actual
results differ from the forecasts the impact of not being able to
utilise the expected amount of deferred tax assets can have a
material impact on the Group's tax charge for the year.
See note 6 and 21 for details.
The tax charge represents the sum of tax currently payable and
deferred tax. Tax currently payable is based on the taxable profit
for the year. Taxable profit differs from the profit reported in
the income statement due to items that are not taxable or
deductible in any period and also due to items that are taxable or
deductible in a different period. The Group's liability for current
tax is calculated using tax rates enacted or substantively enacted
at the balance sheet date.
Tax is recognised in the income statement except to the extent
that it relates to items recognised in other comprehensive income
or equity, in which case it is recognised in other comprehensive
income or equity as appropriate.
A current tax provision is recognised when the Group has a
present obligation as a result of a past event, it is probable that
the Group will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation. In line with
IFRIC 23, depending on the circumstances, the provision is either
the single most likely outcome, or a probability weighted average
of all potential outcomes. The provision incorporates tax and
penalties where appropriate. Separate provisions for interest are
also recorded. Interest in respect of the tax provisions is not
included in the tax charge, but disclosed within profit before
tax.
Deferred tax is provided, using the full liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated
financial statements. The principal temporary differences arise
from depreciation on PP&E, tax
losses carried forward and, in relation to acquisitions, the
difference between the fair values of the net assets acquired and
their tax base. Tax rates enacted, or substantively enacted, at the
balance sheet date are used to determine deferred tax.
Deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available against
which the temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and joint
ventures, except where the Group is able to control the reversal of
the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
Tax assets and liabilities are offset when they relate to income
taxes levied by the same taxation authority and it is intended that
they will be settled on a net basis.
Accounting for derivative financial instruments and hedging
activities
Derivatives are initially recognised at fair value on the date
the contract is entered into and are subsequently re-measured at
fair value. Where hedging is to be undertaken, the Group documents
the relationship between the hedging instrument and the hedged item
at the inception of the transaction, as well as the risk management
objective and strategy for undertaking the hedge transaction. The
Group also documents its assessment, both at hedge inception and on
an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in
fair values or cash flows of the hedged items.
Fair value measurement
'Fair value' is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the
principal or, in its absence, the most advantageous market to which
the Group has access at that date. The fair value of a liability
reflects its non-performance risk. A number of the Group's
accounting policies and disclosures require the measurement of fair
values, for both financial and non-financial assets and
liabilities.
When one is available, the Group measures the fair value of an
instrument using the quoted price in an active market for that
instrument. If there is no quoted price in an active market, then
the Group uses valuation techniques that maximise the use of
relevant observable outputs and minimise the use of unobservable
outputs. The chosen valuation technique incorporates all of the
factors that market participants would take into account in pricing
a transaction.
The fair value of interest rate swaps is calculated as the
present value of their estimated future cash flows. The fair value
of forward foreign exchange contracts is determined using forward
foreign exchange market rates at the balance sheet date. The fair
values of all derivative financial instruments are verified by
comparison to valuations provided by financial institutions.
The carrying values of trade receivables and payables
approximate to their fair values.
The fair value of financial liabilities is estimated by
discounting the future contractual cash flows at the current market
interest rate that is available to the Group for similar financial
instruments.
Leases
At inception of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control or use an
identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to
control the use of an asset, the Group uses the definition of a
lease in IFRS 16.
This policy is applied to contracts entered into, on or after 1
January 2019. The Group recognises a right of use asset and a lease
liability at the lease commencement date. The right of use asset is
initially measured at cost, and subsequently at cost less any
accumulated depreciation and impairment losses and adjusted for
certain remeasurements of the lease liability.
The right of use asset is subsequently depreciated using the
straight-line method from the commencement date to the end of the
lease term. The right of use asset is periodically reduced by
impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
The lease liability is initially measured at the present value
of the lease payments that are not paid at the commencement date,
discounted using the Group's incremental borrowing rate ("IBR") and
is subsequently increased by the interest cost on the lease
liability and reduced by repayments. It is remeasured when there is
a change in future lease payments arising from a change in an index
or rate, a change in the assessment of whether an extension option
is reasonably certain to be exercised or a termination option is
reasonably certain not to be exercised.
The Group has applied judgement to determine the lease term for
some lease contracts in which it is a lessee that includes renewal
options. The assessment of whether the Group is reasonably certain
to exercise such options impacts the lease term, which may
significantly affect the amount of lease liabilities and right of
use assets recognised.
The Group applies the practical expedient for short-term leases
in which a lessee is permitted to make an accounting policy
election not to recognise lease assets and lease liabilities for
leases with a term of 12 months or less and do not include an
option to purchase the underlying asset. Lease costs of short-term
leases are recognised on a straight-line basis over the term of the
lease term and disclosed within the consolidated financial
statements. The Group believes short-term lease commitments are not
materially different than the short-term lease cost for the
period.
Retirement benefit scheme surplus/deficit
The Group operates a number of defined benefit and defined
contribution pension schemes. The surplus or deficit recognised in
respect of the defined benefit schemes represents the difference
between the present value of the defined benefit obligations and
the fair value of the scheme assets. The assets of these schemes
are held in separate trustee administered funds. The schemes are
largely closed to future accrual.
The defined benefit schemes' assets are measured using fair
values. Pension scheme liabilities are measured annually by an
independent actuary using the projected unit method and discounted
at the current rate of return on a high-quality corporate bond of
equivalent term and currency to the liability. The increase in the
present value of the liabilities of the Group's defined benefit
schemes expected to arise from employee service in the period is
charged to operating profit. The interest income on scheme assets
and the increase during the period in the present value of the
scheme's liabilities arising from the passage of time are netted
and included in finance income/expense. Re-measurement gains and
losses are recognised in the statement of comprehensive income in
full in the period in which they occur. The defined benefit schemes
surplus or deficit is recognised in full and presented on the face
of the Group balance sheet.
Group management consider it appropriate to recognise the IAS 19
surplus in the Wood Pension Plan as the rules governing the scheme
provide an unconditional right to a refund assuming the gradual
settlement of the scheme's liabilities over time until there are no
members left, as per IFRIC 14.11 (b). On a winding up scenario, any
surplus would be returned to the Group.
The Group's contributions to defined contribution schemes are
charged to the income statement in the period to which the
contributions relate.
The Group operates a SERP pension arrangement in the US for
certain employees. Contributions are paid into a separate
investment vehicle and invested in a portfolio of US funds that are
recognised by the Group in other investments with a corresponding
liability in other non-current liabilities. Investments are carried
at fair value. The fair value of listed equity investments and
mutual funds is based on quoted market prices and so the fair value
measurement can be categorised in Level 1 of the fair value
hierarchy.
Provisions
Provisions are recognised where the Group is deemed to have a
legal or constructive obligation, it is probable that a transfer of
economic benefits will be required to settle the obligation, and a
reliable estimate of the obligation can be made. Where amounts
provided are payable after more than one year the estimated
liability is discounted using an appropriate rate of interest.
The Group has taken internal and external advice in considering
known and reasonably likely legal claims made by or against the
Group. It carefully assesses the likelihood of success of a claim
or action. Appropriate provisions are made for legal claims or
actions against the Group on the basis of likely outcome, but no
provisions are made for those which, in the view of the directors,
are less than probable or for which no amount can be reliably
measured.
See note 20 for further details.
Where the outcome is less than probable, but more than remote or
a reliable estimate cannot be made, no provision is recorded but a
contingent liability is disclosed in the financial statements, if
material.
Share based charges relating to employee share schemes
The Group has recorded share based charges in relation to a
number of employee share schemes.
Charges are recorded in the income statement as an employee
benefit expense for the fair value of share options (as at the
grant date) expected to be exercised under the Executive Share
Option Schemes ('ESOS'). Amounts are accrued over the vesting
period with the corresponding credit recorded in retained
earnings.
Options are also awarded under the Group's Long Term Plan
('LTP') which is the incentive scheme in place for executive
directors and certain senior executives. The charge for options
awarded under the LTP is based on the fair value of those options
at the grant date, spread over the vesting period. The
corresponding credit is recorded in retained earnings. For awards
that have a market related performance measure, the fair value of
the market related element is calculated using a Monte Carlo
simulation model.
The Group has an Employee Share Plan ("ESP") under which
employees contribute regular monthly amounts which are used to
purchase shares over a one year period. At the end of the year the
participating employees are awarded one free share for every two
shares purchased providing they remain in employment for a further
year. A charge is calculated for the award of free shares and
accrued over the vesting period with the corresponding credit taken
to retained earnings. The Group introduced the Share Incentive Plan
("SIP") in 2021. Under the plan, which is recognised by HM Revenue
and Customs, employees contribute regular monthly amounts of up to
GBP150 per month to purchase shares. The participating employees
are awarded one free share for every two purchased, provided that
they hold the purchased shares for 3 years and remain in
employment.
Share capital
John Wood Group PLC has one class of ordinary shares and these
are classified as equity. Dividends on ordinary shares are not
recognised as a liability or charged to equity until they have been
approved by shareholders.
The Group is deemed to have control of the assets, liabilities,
income and costs of its employee share trusts, therefore they have
been consolidated in the financial statements of the Group. Shares
acquired by and disposed of by the employee share trusts are
recorded at cost. The cost of shares held by the employee share
trusts is deducted from equity.
Merger reserve
Where an acquisition qualifies for merger relief under Section
612 of the Companies Act 2006, the premium arising on the issue of
shares to fund the acquisition is credited to a merger reserve. See
note 26 for further information.
Segmental reporting
The Group has determined that its operating segments are based
on management reports reviewed by the Chief Operating Decision
Maker ('CODM'), the Group's Chief Executive. From 1 January 2021,
our financial reporting segments reflect our revised operating
model which consists of Projects, Operations, Consulting and
Investment Services ("IVS"). Projects is focused on providing
front-end engineering services, procurement and project management.
Our Operations segment focuses on improving operational efficiency
by providing maintenance, modification and decommissioning
services. Consulting is a multi-sector specialist technical
consultancy division providing innovative thinking needed to
maximise value at every stage of the asset life cycle. Investment
Services manages a range of legacy or non-core businesses and
investments with a view to generating value via remediation and
restructuring prior to their eventual disposal.
The Chief Executive measures the operating performance of these
segments using 'Adjusted EBITDA' (Earnings before interest, tax,
depreciation and amortisation). Operating segments are reported in
a manner consistent with the internal management reports provided
to the Chief Executive who is responsible for allocating resources
and assessing performance of the operating segments.
Assets and liabilities held for sale
Disposal groups are classified as assets and liabilities held
for sale if it is highly probable that they will be recovered
primarily through sale rather than continuing use. Disposal groups
are measured at the lower of carrying value and fair value less
costs to sell and their assets and liabilities are presented
separately from other assets and liabilities on the balance
sheet.
Research and development government credits
The Group claims research and development government credits
predominantly in the UK, US, Canada and Australia. These credits
are similar in nature to grants and are offset against the related
expenditure category in the income statement. The credits are
recognised when there is reasonable assurance that they will be
received, which in some cases can be some time after the original
expense is incurred.
Government grants
The Group recognises a government grant when it has reasonable
assurance that it will comply with the relevant conditions and that
the grant will be received. This may be a judgemental matter,
particularly when governments are introducing new programmes that
may require new legislation, or for which there is little
established practice for assessing whether the conditions to
receive a grant are met. If the conditions are met, then the Group
recognises government grants as a credit in profit or loss in line
with its recognition of the expenses that the grants are intended
to compensate.
During 2021, the Group generated cash savings through temporary
furlough schemes, mainly from the Canadian Emergency Wage Subsidy
(CEWS) totalling $20.3m. The Group also benefitted from the
American Rescue Plan Act of 2021 (ARPA), signed into US law in
March 2021, which provided relief through changes in the
assumptions used to the determine the ongoing Required Minimum
Contributions in respect of its US defined benefit pension schemes
as detailed in note 32. The amounts claimed under the UK furlough
scheme were subsequently repaid in full.
The Disclosure of impact of new and future accounting
standards
There have been no new relevant standards that have been
published and are mandatory for the Group's accounting periods
beginning on or after 1 January 2021. Amendments to existing
standards do not have a material impact on the financial
statements.
1. Segmental reporting
The Group monitors activity and performance through four
operating segments; Projects, Operations, Consulting and Investment
Services ('IVS'). This new operating model has been effective from
1 January 2021. Comparatives in the table below have been restated
to reflect the new operating model.
Under IFRS 11 'Joint arrangements', the Group is required to
account for joint ventures using equity accounting. Adjusted EBITDA
as shown in the table below includes our share of joint venture
profits and excludes exceptional items, which is consistent with
the way management review the performance of the business units.
Revenue is reported on an equity accounting basis and therefore
revenue figures exclude joint venture revenue.
The segment information provided to the Group's Chief Executive
for the operating segments for the year ended 31 December 2021
includes the following:
Reportable Revenue (3) Adjusted EBITDA(1) Operating profit before exceptionals
operating segments
2021 2020 2021 2020 2021 2020
$m $m $m $m $m $m
Projects 2,339.8 3,569.3 167.7 205.4 26.4 34.9
Operations 2,098.1 2,033.2 225.1 256.1 113.0 117.0
Consulting 1,787.5 1,823.2 226.8 224.3 139.1 132.8
Investment Services 200.6 138.6 10.9 12.8 6.6 7.7
Central costs (2) - - (76.6) (68.2) (93.1) (78.0)
Total 6,426.0 7,564.3 553.9 630.4 192.0 214.4
Exceptional items (159.7) (247.3)
Operating
profit/(loss) 32.3 (32.9)
Finance income 3.3 13.4
Finance expense (116.2) (129.1)
Loss before
taxation from
continuing
operations (80.6) (148.6)
Taxation (54.9) (79.5)
Loss for the year
from continuing
operations (135.5) (228.1)
Notes
1. A reconciliation of operating profit/(loss) to Adjusted
EBITDA is provided in the table below. Adjusted EBITDA is provided
as it is a unit of measurement used by the Group in the management
of its business. Adjusted EBITDA is stated before exceptional items
(see note 5).
2. Central includes the costs of certain Group management
personnel, along with an element of Group infrastructure costs.
3. Revenue arising from sales between segments is not material,
and does not include the impact of the exceptional item disclosed
on the face of the income statement of $25.4m which is in respect
of the Investment Services operating segment.
Reconciliation of Alternative Performance Measures
2021 2020
$m $m
Operating profit/(loss) per income statement 32.3 (32.9)
Exceptional items (note 5) 159.7 247.3
Operating profit before exceptionals 192.0 214.4
Operating profit/(loss) per income statement 32.3 (32.9)
Share of joint venture finance expense and tax (note 12) 15.3 8.3
Exceptional items (note 5) 159.7 247.3
Amortisation (including joint ventures) 191.7 227.7
Depreciation (including joint ventures) 39.1 45.4
Depreciation of right of use assets 109.8 134.6
Impairment of PP&E and right of use assets 6.0 -
Adjusted EBITDA 553.9 630.4
Analysis of joint venture profits by segment Adjusted EBITDA(1) Operating profit
2021 2020 2021 2020
$m $m $m $m
Projects 3.5 2.8 3.2 2.4
Operations 57.1 65.0 43.5 39.5
Consulting 0.1 - 0.1 -
Total 60.7 67.8 46.8 41.9
The main joint ventures contributing to Adjusted EBITDA and
Operating Profit within the Group's Operations segment are
EthosEnergy and RWG. The results of these joint ventures are
disclosed further in note 12.
Other segment items
Investment
Projects Operations Consulting Services Unallocated Total
At 31 December 2021 $m $m $m $m $m $m
Capital expenditure
PP&E 7.1 8.3 5.2 - 1.8 22.4
Intangible assets 28.6 33.0 31.0 - 1.6 94.2
Non-cash expense
Depreciation 9.9 12.8 5.1 1.0 6.1 34.9
Depreciation of right of use assets 36.9 17.4 36.0 3.3 8.3 101.9
Amortisation 93.9 27.7 46.0 - 22.3 189.9
Exceptional items (non-cash element) 1.3 35.4 7.3 101.6 (19.4) 126.2
Investment
Projects Operations Consulting Services Unallocated Total
At 31 December 2020 $m $m $m $m $m $m
Capital expenditure
PP&E 8.7 10.2 2.7 - 0.6 22.2
Intangible assets 21.8 29.9 23.9 - 1.5 77.1
Non-cash expense
Depreciation 13.0 16.9 6.6 - 2.4 38.9
Depreciation of right of use assets 47.8 28.0 38.1 5.1 6.4 125.4
Amortisation 109.2 68.6 46.7 - 1.0 225.5
Exceptional items (non-cash element) 2.8 17.4 1.4 - 183.5 205.1
The figures in the tables above are prepared on an equity
accounting basis and therefore exclude the share of joint
ventures.
Depreciation in respect of joint ventures totals $4.2m (2020:
$6.5m), depreciation in respect of joint venture right of use
assets totals $7.9m (2020: $9.2m) and joint venture amortisation
amounts to $1.8m (2020: $2.2m).
Non-current assets Revenue
2021 2020 2021 2020
Geographical segments $m $m $m $m
United Kingdom 960.4 920.5 769.3 714.8
United States of America 3,214.9 3,305.1 2,422.4 3,585.5
Canada 728.5 741.9 598.2 534.0
Australia 196.6 218.0 344.6 345.1
Norway 112.1 118.8 193.4 118.9
Germany 16.5 17.1 173.3 198.6
Brunei 11.5 11.5 210.3 163.3
Singapore 104.3 107.8 142.5 153.4
Kuwait 234.4 240.6 133.1 211.4
Saudi Arabia 105.2 112.2 94.8 142.7
Rest of the world 1,094.8 1,206.5 1,344.1 1,396.6
6,779.2 7,000.0 6,426.0 7,564.3
Non-current assets includes goodwill and other intangible
assets, property plant and equipment, right of use assets,
investment in joint ventures and other investments.
2. Revenue
Revenue by geographical segment is based on the location of the
ultimate project. Revenue is attributable to the provision of
services.
In the following table, revenue is disaggregated by primary
geographical market and major service line. The tables provided
below analyses total revenue and does not reflect the $25.4m
exceptional item as disclosed on the Income Statement. The
exceptional item is in respect of Investment Services.
Projects Projects Operations Operations Consulting Consulting IVS IVS Total Total
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Primary geographical market $m $m $m $m $m $m $m $m $m $m
USA 856.3 2,020.7 459.9 526.6 961.7 1,002.0 144.5 36.2 2,422.4 3,585.5
Europe 374.7 377.4 723.5 580.0 284.2 288.3 23.8 84.0 1,406.2 1,329.7
Rest of the world 1,108.8 1,171.2 914.7 926.6 541.6 532.9 32.3 18.4 2,597.4 2,649.1
Revenue 2,339.8 3,569.3 2,098.1 2,033.2 1,787.5 1,823.2 200.6 138.6 6,426.0 7,564.3
Major service lines
Renewables & Other Energy 877.6 1,358.0 159.0 180.2 209.7 323.8 200.6 88.2 1,446.9 1,950.2
Process & Chemicals 755.6 1,320.9 226.9 254.2 93.3 87.6 - - 1,075.8 1,662.7
Conventional Energy 564.5 699.7 1,643.4 1,535.8 232.6 265.5 - - 2,440.5 2,501.0
Built Environment 142.1 190.7 68.8 63.0 1,251.9 1,146.3 - 50.4 1,462.8 1,450.4
Revenue 2,339.8 3,569.3 2,098.1 2,033.2 1,787.5 1,823.2 200.6 138.6 6,426.0 7,564.3
The Group's revenue is largely derived from the provision of
services over time.
Revenue in 2021 included $4,730.2m (74%) (2020: $5,062.5m, 67%)
from reimbursable contracts and $1,695.8m (26%) (2020: $2,501.8m,
33%) from lump sum contracts. The calculation of revenue from lump
sum contracts is based on estimates and the amount recognised could
increase or decrease.
Included within Operations is $7.5m of revenue in 2021 which had
no associated cost.
Contract assets and liabilities
The following table provides a summary of contract assets and
liabilities arising from the Group's contracts with customers.
2021 2020
$m $m
Trade receivables 729.6 646.9
Non-current contract assets 66.5 111.3
Gross amounts due from customers 628.1 638.6
Gross amounts due to customers (87.5) (203.2)
Deferred income (115.0) (69.7)
1,221.7 1,123.9
The contract asset balances include amounts the Group has
invoiced to customers (trade receivables) as well as amounts where
the Group has the right to receive consideration for work completed
which has not been billed at the reporting date (gross amounts due
from customers). Gross amounts due from customers are transferred
to trade receivables when the rights become unconditional which
usually occurs when the customer is invoiced. Gross amounts due to
customers primarily relates to advance consideration received from
customers, for which revenue is recognised over time.
The net increase in trade receivables and amounts due from
customers is due to increased activity levels in the final quarter
compared with the same period in 2020 and higher DSO. There have
been no instances of material default by our customers as a result
of the current market conditions. The net reduction in amounts due
to customers and deferred income was $70.4m and primarily related
to the unwind of advances received on contracts in the Projects
business.
Non-current contract assets of $66.5m includes $46.6m of gross
amounts due from customers and $19.9m of trade receivables in
relation to the Aegis contract as at 31 December 2021. The
corresponding balances as at 31 December 2020 amounted to $111.3m,
with $94.1m included in gross amounts due from customers and $17.2m
of trade receivables. The decrease in the non-current contract
assets is mainly as a result of the Aegis contract loss as
disclosed in exceptional items (note 5). The Group's current
estimate is that the receivables on the Aegis contract will not be
settled until 2023 at the earliest. Refer to note 20 for further
details of the additional provisions recognised in respect of this
contract.
Trade receivables and gross amounts due from customers are
included within the 'Trade and other receivables' heading in the
Group balance sheet. Gross amounts due to customers and deferred
income are included within the 'Trade and other payables' heading
in the Group balance sheet.
Revenue recognised in 2021 which was included in gross amounts
due to customers and deferred income at the beginning of the year
of $248.0m represents amounts included within contract liabilities
at 1 January 2021. Revenue recognised from performance obligations
satisfied in previous periods of $61.1m represents revenue
recognised in 2021 for performance obligations which were
considered operationally complete at 31 December 2020.
Transaction price allocated to the remaining performance
obligations
The transaction price allocated to the remaining performance
obligations (unsatisfied or partially unsatisfied) as at 31
December 2021 was as follows:
$m Year 1 Year 2 Total
Revenue 3,516.2 2,336.3 5,852.5
The above table includes all contracts including those which
have an original expected duration of one year or less.
3. Finance expense/(income)
2021 2020
$m $m
Interest payable on senior loan notes 35.9 38.0
Interest payable on borrowings 32.8 33.3
Amortisation of bank facility fees 7.4 3.9
Unwinding of discount on deferred and contingent consideration
liabilities (note 19) - 0.2
Unwinding of discount on other liabilities 0.1 0.4
Lease interest (note 11) 20.3 30.1
Other interest expense 13.4 15.2
Finance expense - continuing operations 109.9 121.1
Unwinding of discount on asbestos provision (note
5) 6.3 8.0
Finance expense - total 116.2 129.1
Interest on uncertain tax provisions - (4.9)
Interest receivable (3.1) (3.6)
Interest income - retirement benefit obligations (note
32) (0.2) (3.8)
Lease interest on lease investment - (1.1)
Finance income (3.3) (13.4)
Finance expense - total - net 112.9 115.7
Net interest expense of $3.6m (2020: $3.5m) has been deducted in
arriving at the share of post-tax profit from joint ventures.
The unwinding of discount on the asbestos provision is $6.3m
(2020: $8.0m) and includes the unwinding of discount on long-term
asbestos receivables (note 20). This is presented within
exceptional items in line with the Group's accounting policies.
4. Profit before taxation
2021 2020
$m $m
The following items have been charged/(credited) in
arriving at profit before taxation:
Employee benefits expense (note 31) 3,169.6 3,399.9
Amortisation of intangible assets (note 9) 189.9 225.5
Depreciation of property plant and equipment (note
10) 34.9 38.9
Depreciation of right of use assets (note 11) 101.9 125.4
(Gain)/loss on disposal of property plant and equipment (10.0) 8.0
Foreign exchange losses 2.0 4.0
Depreciation of property plant and equipment is included in cost
of sales or administrative expenses in the income statement.
Amortisation of intangible assets is included in administrative
expenses in the income statement.
Services provided by the Group's auditors and associate
firms
During the year the Group obtained the following services from
its auditors, KPMG and associate firms at costs as detailed
below:
2021 2020
$m $m
Fees payable to the Group's auditors and its associate
firms for
Audit of parent company and consolidated financial
statements 5.5 4.8
Audit of financial statements of subsidiaries of the
Company 2.8 1.7
Audit related assurance services 0.4 0.5
Tax and other services 0.1 0.1
8.8 7.1
The ratio of audit related services to other non-audit services
is 1: 0.06.
Included in the $2.8m of fees for 'audit of financial statements
and subsidiaries of the Company' is $0.5m in respect of additional
statutory audits undertaken for the 2020 financial year.
5. Exceptional items
2021 2020
$m $m
Exceptional items included in continuing operations
Aegis contract loss (revenue) 25.4 -
Aegis contract loss (cost of sales) 73.9 -
Gain on sale of business (see note 30) (14.4) (59.1)
Impairment losses on non-core business - 20.1
Redundancy, restructuring and integration costs 77.9 100.8
Investigation support costs and provisions - 161.6
Asbestos yield curve and fees (3.1) 19.8
GMP equalisation - 4.1
Continuing operations exceptional items, before interest
and tax 159.7 247.3
Unwinding of discount on asbestos provision 6.3 8.0
Tax (credit)/charge in relation to exceptional items (1.2) 0.7
Impact of change in UK rate on prior year exceptional
deferred tax 10.3 -
Derecognition of deferred tax assets due to UK pension
actuarial loss - 27.3
Continuing operations exceptional items, net of interest
and tax 175.1 283.3
Exceptional items are those significant items which are
separately disclosed by virtue of their size or incidence to enable
a full understanding of the Group's financial performance.
The gain on sale of business of $14.4m relates to the disposal
of the Group's interest in Sulzer Wood Limited for a consideration
of $19.3m. The gain in 2020 related to the disposal of the Group's
share in the TransCanada Turbines JV and the nuclear and industrial
services businesses.
The increase in the Aegis contract loss in 2021 was $99.3m,
which reflects the latest estimate of the full contract loss. The
increased loss recognised in the year was due to changes in the
best estimates of the outcome of the contract, based on the
director's current strategy for completing this complex project.
The estimate reflects an increase in the expected future legal
costs, along with increases in the expected costs to complete and
potential liquidated damages. The changes to these estimates at 31
December 2021 are predominantly a result of adverse events and
circumstances in the current period. These included additional
delays on the contract as further commissioning took place, updated
assessments of variation orders and a change to the expected
process to recover variation orders. By virtue of its size and the
nature of Aegis being a legacy contract in a sector where the group
no longer operates, this was recorded as an exceptional charge
through revenue and cost of sales. No revenue has been recognised
on the Aegis Poland contract in 2021. The negative revenue of
$25.4m presented represents the impact of the reduction in
percentage completion and reduction in the total forecast revenue
on the contract. During 2020 a charge of $11m was taken to EBITDA
to reflect the estimated full loss as at 31 December 2020. The
updated contract loss reflects the Group's latest assessment of
cost to complete, claims, liquidated damages and legal costs.
During the year to 31 December 2021, $77.9m was incurred in
relation to redundancy and restructuring activities.
During 2021 the Group has continued to progress various
initiatives which support improved efficiency and the enhancement
of underlying group profitability in the medium to longer term.
These initiatives have included 'Future Fit', which is a Group wide
strategic initiative aimed at improving efficiency, transforming
our project and operations delivery, and creating greater earnings
potential through changes to our supply chain and our digital
capability. Future Fit is an 18-month programme, which kicked off
during the first half of 2021 and is due to complete in the first
half of 2022. We have also taken steps to simplify our legal entity
structure and closed legal entities to make our business more
efficient. The direct costs of running these programmes along with
the costs of redundancies and other investments are included in the
exceptional charge. Complimentary to 'Future Fit', the Group has
sharpened its focus on markets where we know we can make an impact
and deliver higher margins, and those businesses where the returns
are commensurate to the risks involved. This has resulted in
strategic decisions to exit certain locations, and end markets that
do not fit this profile, the most material of which were our Paris
engineering office, the Power and Industrial Large EPC sector, the
ATG automation businesses in the UK and the IPM business in Spain.
Where relevant, all staff were notified prior to the year-end and
no new work is being undertaken by these businesses. In line with
our accounting policy on exceptional items the costs mainly relate
to redundancy of staff, which were calculated in line with local
regulations, the wind down of onerous contracts and write down of
receivables balances considered to be unrecoverable as a
result.
The regulatory investigations were all closed out during the
first half of 2021 and was materially in line with the provision
made at 31 December 2020.
All asbestos costs have been treated as exceptional on the basis
that movements in the provision are non-trading and can be large
and driven by market conditions which are out with the Group's
control. Excluding these amounts from the trading results improves
the understandability of the underlying trading performance of the
Group. The credit of $3.1m in 2021 relates to a $5.6m yield curve
credit (2020: $17.9m charge) and $2.5m (2020: $1.9m) of costs in
relation to managing the claims. The 30-year US Treasury rate has
increased to
1.9% from 1.65% at the end of December 2020 and led to the
income statement credit in 2021. $6.3m of interest costs which
relate to the unwinding of discount on the asbestos provision are
shown as exceptional (2020: $8.0m).
An exceptional tax charge of $9.1m (2020: $28.0m) has been
recorded in the period and consists of a $1.2m tax credit on
pre-tax exceptional items (2020: $0.7m charge) and a $10.3m tax
charge relating to the change of the UK tax rate impacting on
deferred tax balances created in prior years through exceptional
items (2020: $nil). The 2020 charge also included $27.3m which
reflected an impairment of deferred tax assets in the income
statement arising from a reduction in deferred tax assets through
other comprehensive income due to the UK pension actuarial
loss.
6. Taxation
2021 2020
$m $m
Current tax
Current year 104.7 55.8
Adjustment in respect of prior years (29.5) (27.5)
75.2 28.3
Deferred tax
Origination and reversal of temporary differences (23.7) 52.6
Adjustment in respect of prior years 3.4 (1.4)
(20.3) 51.2
Total tax charge 54.9 79.5
Comprising
Tax on continuing operations before exceptional items 45.8 51.5
Tax charge in relation to exceptional items (note 5) 9.1 0.7
Derecognition of deferred tax assets due to UK pension
actuarial loss (note 5) - 27.3
Total tax charge 54.9 79.5
2021 2020
Tax credited to other comprehensive income/expense $m $m
Deferred tax movement on retirement benefit liabilities 9.5 (36.8)
Tax on derivative financial instruments 3.4 (1.6)
Total charged/(credited) to other comprehensive income/expense 12.9 (38.4)
2021 2020
Tax (credited)/charged to equity $m $m
Deferred tax impact of rate change (4.5) 1.3
Other 0.1 0.7
Total (credited)/charged to equity (4.4) 2.0
Tax payments differ from the current tax charge primarily due to
the time lag between tax charge and payments in most jurisdictions
and movements in uncertain tax provisions differing from the timing
of any related payments.
2021 2020
Reconciliation of applicable tax charge at statutory $m $m
rates to tax charge
Loss before taxation from continuing operations (80.6) (148.6)
Less: Share of post-tax profit from joint ventures
(note 12) (31.5) (33.6)
Loss before taxation from continuing operations (excluding
profits from joint ventures) (112.1) (182.2)
Applicable tax charge at statutory rates (16.6) (28.7)
Effects of:
Non-deductible expenses 11.4 16.5
Non-taxable income (4.2) (6.3)
Non-deductible expenses - exceptional 1.1 28.1
Non-taxable income - exceptional (3.0) (5.4)
Deferred tax recognition:
Recognition of deferred tax assets not previously
recognised (19.4) -
Utilisation of tax assets not previously recognised (12.7) (4.5)
Current year deferred tax assets not recognised 66.9 47.1
Write off of previously recognised deferred tax assets 22.4 25.8
Derecognition of deferred tax assets due to UK pension
loss - exceptional - 27.3
Irrecoverable withholding tax 10.4 16.4
CFC charges 2.0 1.8
Uncertain tax provisions 23.6 5.1
Uncertain tax provisions - prior year adjustments (24.9) (16.1)
Uncertain tax provisions - prior year adjustments
- exceptional - 1.8
Prior year adjustments 0.9 (14.3)
Prior year adjustments - exceptional (2.2) 1.4
Impact of change in rates on deferred tax (0.8) (2.0)
US CARES Act - (14.5)
Total tax charge 54.9 79.5
The weighted average of statutory tax rates was 14.8% in 2021
(2020: 15.8%).
The adjustments in respect of prior years largely relates to the
release of uncertain tax positions as the final outcome on certain
issues was agreed with tax authorities during the year or the
statute of limitations for audit by the tax authorities expiring
without challenge.
The write off of previously recognised deferred tax assets
reflects lower forecast profits when compared to the expectation at
31 December 2020. In terms of jurisdictions, the most significant
impact is in the US which represents $16.9m of the adjustment.
Similarly, the current year deferred tax assets not recognised
primarily relates to $51.1m in the US.
Deferred tax of $18.3m in relation to undistributed reserves in
Chile and Russia has been released in the period as it is not
anticipated distributions will be paid in the foreseeable future
triggering a tax liability. This amount is included within
irrecoverable withholding tax.
During the year, the UK defined benefit pension fund asset on
the Wood Pension Plan increased due to actuarial gains of $50.1m,
resulting in the associated deferred tax liability increasing, with
a debit shown in Other Comprehensive Income. The deferred tax
liability supports the recognition of deferred tax assets, and as a
result $12.5m has been recognised and a corresponding credit
recognised in the profit and loss account.
Net income tax liabilities in the Group balance sheet include
$135.6m (2020: $140.8m) relating to uncertain tax positions where
management has had to exercise judgement in determining the most
likely outcome in respect of the relevant issue. The larger amounts
relate to recoverability of withholding taxes ($49.2m, 2020:
$52.0m), group financing ($27.1m, of which $6.6m relates to
deferred tax, 2020: $30.1m) and transfer pricing and tax residence
($9.2m, 2020: $11.8m). Where the final outcome on these issues
differs to the amounts provided, the Group's tax charge will be
impacted.
Of the uncertain tax positions, $100.0m are currently under
audit by tax authorities and the provision reflects the maximum
potential liability reflecting the outcome of the audits being
either no liability or the full risk being challenged. The outcome
of the audits will determine if there is a credit to taxation in
2022. The remaining $35.6m comprises uncertain tax positions not
yet under audit, none of which are individually material. Of the
$35.6m, $0.4m will become statute barred for tax authority audit
during 2022 if the tax authorities do not commence an audit.
Factors affecting the tax charge in future years
There are a number of factors that may affect the Group's future
tax charge including the resolution of open issues with the tax
authorities, corporate acquisitions and disposals, the use of
brought forward losses and changes in tax legislation and rates.
The following outlines key factors that may impact on future tax
charges.
On 8 October 2021, 136 countries signed up to the OECDs
Inclusive Framework. This includes an agreement for a minimum level
of tax of 15% which it is planned will be in place for 2023. Based
on the 2021 results, this would have resulted in an increase in the
tax charge of $4.0m reflecting additional tax on profits in the UAE
and the captive insurance company in Guernsey.
During 2021, the actuarial gain in relation to the UK pension
fund has resulted in a recognition of deferred tax assets which can
now be supported by the deferred tax liability related to the
pensions asset. Whilst the movement in the deferred tax liability
is taken to Other Comprehensive Income, the additional recognition
of assets is taken to the Income Statement. The future tax charge
will therefore be impacted by movements in the pension asset
valuation with actuarial gains increasing deferred tax asset
recognition and actuarial losses decreasing recognition. The
deferred tax liability in relation to the UK pension fund at 31
December 2021 is $64.9m.
Governments have started to take action to fund the expenditure
incurred in relation to Covid-19, which includes tax changes. Tax
authorities are also starting to be more aggressive in their
audits, and as a result of both of these factors we may see an
increase in future tax charges.
The UK Government announced in its budget on 3 March 2021, a
rise in the rate of Corporation Tax from 19% to 25% from 1 April
2023. The increase is reflected in deferred tax in the accounts,
however there is no impact as deferred tax assets are only
recognised to the extent there are deferred tax liabilities in the
UK. We anticipate the tax charge and cash tax payable is likely to
increase from the 2023 year end onwards as a result of the rate
rise. The UK Government also announced an investment in HM Revenue
& Customs with an expectation of increasing tax collected from
tax audits by GBP1.3bn per annum by 2022.
Potential sale of Built Environment business
The potential sale of the Built Environment business (note 36)
is likely to result in the utilisation of all US losses and
deferred interest deductions. Not all of these assets are
recognised on the balance sheet and as a result the tax charge from
the disposal of the US element of the business is likely to be
significantly below the statutory rate. Following the utilisation
of those assets, the tax charge will no longer show a benefit for
the recognition of additional US attributes as they are utilised
and forecast, which will increase the tax charge in the years after
the disposal.
Following any disposal of the Built Environment business, a
reduction in the level of debt is likely to reduce the interest
charge. The Group cannot currently obtain a deduction for all
interest, with deductions deferred in the UK and US. It is likely
all deferred interest in the US will be deducted from any future
gain. In the UK, we anticipate the Group will be able to access the
deferred interest deductions which will enable the Group to
recognise deferred tax assets and thereby decrease the tax charge.
Deferred UK interest deductions could reduce the tax charge by
$49.7m, although this benefit may not all be recognised in one
year.
As part of any disposal of the Built Environment business,
certain intangible assets will be sold including those relating to
the business on the acquisition of Amec Foster Wheeler. These
intangible assets have related deferred tax liabilities which give
rise to a tax credit as the intangible assets are amortised. The
book value of the business disposed will incorporate the relevant
deferred tax liabilities and be reflected in the profit on disposal
before tax. In future years, the deferred tax credit in relation to
the amortisation of intangibles will reduce reflecting the
disposals.
Tax Policy
The Group is committed to complying with all relevant tax laws,
rules, regulations and reporting and disclosure requirements
wherever it operates. All tax planning undertaken is consistent
with the Group's overall strategy and approach to risk. The Group
aims to use incentives and reliefs to minimise the tax cost of
conducting business but will not use them for purposes which are
knowingly contradictory to the intent of the legislation. A full
copy of the Group's tax strategy can be found on the Group's
website at www.woodplc.com
7. Dividends
No decision has been taken to resume the dividend and this will
be kept under review by the directors. Any decision to resume
payment of a dividend will consider the Group's future
profitability and cash requirements.
8. Earnings per share
2021 2020
Earnings/(losses)
Earnings/(losses) attributable
attributable Number to owners
to owners of Earnings/(losses) of the Number Earnings/(losses)
of the parent shares per share parent of shares per share
$m m cents $m m cents
Basic
pre-exceptional 35.6 675.6 5.3 53.8 672.5 8.0
Exceptional items,
net of tax (175.1) - (25.9) (283.3) - (42.1)
Basic (139.5) 675.6 (20.6) (229.5) 672.5 (34.1)
Effect of dilutive - - - - - -
ordinary shares
Diluted (139.5) 675.6 (20.6) (229.5) 672.5 (34.1)
Adjusted diluted
earnings
per share
calculation
Basic (139.5) 675.6 (20.6) (229.5) 672.5 (34.1)
Effect of dilutive - - - - - -
ordinary shares
(139.5) 675.6 (20.6) (229.5) 672.5 (34.1)
Exceptional items,
net of tax 175.1 - 25.9 283.3 - 42.1
Amortisation related
to acquisitions, net
of tax 82.7 - 12.2 102.2 - 15.2
Adjusted diluted 118.3 675.6 17.5 156.0 672.5 23.2
Adjusted basic 118.3 675.6 17.5 156.0 672.5 23.2
As the Group has reported a basic loss (2020: loss) per ordinary
share, any potential ordinary shares that are dilutive are excluded
in the calculation of diluted earnings per share. These options
could potentially dilute earnings per share in future periods. In
accordance with IAS 33, the same weighted average number of shares
has been used to calculate the adjusted EPS measures and as the
unadjusted result is a loss, the dilutive effects have not been
taken into account in this calculation. Had the result been a
profit, an additional 28.2m dilutive potential shares would have
been used in the calculation of diluted EPS metrics, which would
have reduced the adjusted diluted EPS by 0.7 cents.
The calculation of basic earnings per share is based on the
earnings attributable to owners of the parent divided by the
weighted average number of ordinary shares in issue during the year
excluding shares held by the Group's employee share trusts. The
Group's dilutive ordinary shares comprise share options granted to
employees under Executive Share Option Schemes, shares and share
options awarded under the Group's Long-Term Plan and shares awarded
under the Group's Employee Share Plan and Share Incentive Plan.
Adjusted basic and adjusted diluted earnings per share are
disclosed to show the results excluding the impact of exceptional
items and amortisation related to acquisitions, net of tax.
9. Goodwill and other intangible assets
Software Customer
and development contracts Order
Goodwill costs and relationships backlog Brands Total
$m $m $m $m $m $m
Cost
At 1 January 2021 5,266.4 323.6 822.2 184.9 664.4 7,261.5
Exchange movements (40.2) (3.6) (6.5) (1.0) (3.4) (54.7)
Additions - 94.2 - - - 94.2
Disposals - (125.4) - - - (125.4)
At 31 December 2021 5,226.2 288.8 815.7 183.9 661.0 7,175.6
Amortisation and impairment
At 1 January 2021 0.8 245.3 542.5 148.3 108.4 1,045.3
Exchange movements - (3.2) (4.8) (0.8) (0.7) (9.5)
Amortisation charge - 89.0 43.5 24.2 33.2 189.9
Disposals - (125.4) - - - (125.4)
At 31 December 2021 0.8 205.7 581.2 171.7 140.9 1,100.3
Net book value at
31 December 2021 5,225.4 83.1 234.5 12.2 520.1 6,075.3
Cost
At 1 January 2020 5,209.7 303.5 814.5 183.1 658.4 7,169.2
Exchange movements 76.8 13.7 8.1 1.8 6.7 107.1
Additions - 77.1 - - - 77.1
Disposals - (69.9) - - - (69.9)
Businesses divested (20.1) (0.8) (0.4) - (0.7) (22.0)
At 31 December 2020 5,266.4 323.6 822.2 184.9 664.4 7,261.5
Amortisation and impairment
At 1 January 2020 0.8 203.2 481.6 109.8 74.8 870.2
Exchange movements - 12.9 4.1 1.4 1.5 19.9
Amortisation charge - 99.8 56.4 37.1 32.2 225.5
Impairment 9.1 - - - - 9.1
Disposals - (69.9) - - - (69.9)
Businesses divested (9.1) (0.7) 0.4 - (0.1) (9.5)
At 31 December 2020 0.8 245.3 542.5 148.3 108.4 1,045.3
Net book value at
31 December 2020 5,265.6 78.3 279.7 36.6 556.0 6,216.2
The carrying value of software held under deferred payment
arrangements at 31 December 2021 was $0.1m (2020: $0.1m). There
were no additions to software held under deferred payment
arrangements during the year (2020: $nil).
In accordance with IAS 36 'Impairment of assets', goodwill was
tested for impairment during the year. The impairment tests were
carried out by Cash Generating Unit ('CGU') as at 31 December 2021
(the "test date"). The Group has five CGUs and Goodwill is
monitored by management at CGU level. The allocation of Goodwill by
CGU as at the test date is shown in the table below.
Value-in-use calculations have been prepared for each CGU using
the cash flow projections included in the financial forecasts
prepared by management and approved by the Board for 2022 through
to 2026. In preparing the forecasts management have considered
market outlook, growth in market share, resource utilisation,
contract backlog, contract margins and assumed contract awards. The
Group's impairment model assumes annual growth in market share for
the majority of sectors of between 3% and 6% of its current market
share over the forecast period. If this growth does not
materialise, there is a risk of an impairment in the Projects and
Operations CGUs. The cumulative annual growth rates (CAGR) in
revenue over the forecast period was 6.7% for Consulting, 6.2% for
Projects and 8.0% for Operations. The projected growth in the CGUs
is underpinned by the Group's strategy to fully capitalise on the
engineering capabilities of each of the CGUs to help our clients
move to net zero through the energy transition and industrial
decarbonisation. During 2021 each of the CGUs have had significant
contract wins in energy transition and industrial decarbonisation
and is therefore well placed to benefit from significant levels of
investment required by our clients to achieve net zero. The Group
have also considered that there are risks associated with energy
transition, including the energy transition and industrial
decarbonisation markets not generating sufficient revenues to meet
targets, which may also impact the Group's ability to attract or
retain the appropriately skilled workforce which could prevent the
Group from competing for work in this space. In addition,
undertaking high carbon projects that are inconsistent with the
Group's positioning of pivoting to support clients in pursuit of
net-zero and decarbonisation, potentially exposing the Group to
disinvestment in the fossil fuel industry.
The terminal growth rates assumed from 2026 do not exceed the
long-term average growth rates for the regions and sectors in which
the CGUs operate. The Group is well placed to benefit from the
significant long term growth opportunities from Energy Transition,
which has been considered in determining long term growth rates.
Management reviewed independent forecasts which set out the
long-term investment required in order to achieve net zero. This
long-term annual growth was then applied to each of the CGUs based
on current activity levels. Accordingly, the long-term growth rates
assumed in the model are 2.6% for Operations (2020: 2.6%); 2.7% for
Projects (2020: 2.4%); and 2.5% (2020: 2.4%) for Consulting.
The cash flows have been discounted using discount rates
appropriate for each CGU, and these rates are reviewed for each
impairment review performed. The discount rate is a critical
assumption in the impairment test and the significant volatility in
financial markets has led to reductions in the equity risk premium
being used in the calculation due to higher interest rates and
volatile equity returns. The Group have considered the additional
specific risks related to each business such as country risk and
forecasting risk.
The pre-tax rates used for the 2021 review are tabulated as
follows and were derived from the Group WACC calculation with
specific adjustments for CGU specific risks including country risk
premiums:
Cash Generating Unit Pre-tax discount rate Pre-tax discount rate Post-tax discount rate Post-tax discount rate
2021 2020 2021 2020
% % % %
Projects 10.6 11.3 9.3 10.0
Operations 10.2 10.4 8.9 9.1
Consulting 10.2 11.1 8.8 9.6
Kelchner 10.8 11.3 9.6 9.9
Swaggart 10.8 11.3 9.6 9.9
In order to reduce headroom to $nil for each of the CGUs, the
post-tax discount rate would need to increase to:
Cash Generating Unit %
Projects 11.0
Operations 11.5
Consulting 14.6
Kelchner 29.4
Swaggart 11.7
The carrying value of the goodwill for each CGU as at the test
date is shown in the table below.
Cash Generating Unit Goodwill Goodwill
carrying carrying
value value
2021 Test 2020 Test
date date
$m $m
Projects 2,353.8 2,381.7
Operations 1,645.4 1,649.3
Consulting 1,193.0 1,201.4
Kelchner 16.9 16.9
Swaggart 16.3 16.3
The carrying values of the corporate assets that were not
allocated to the above cash generating units above were $91m (2020:
$80m) and were tested for impairment at the group level, taking
into account the estimates and assumptions discussed above in
respect of the Group's cash generating units.
The headroom for Projects and Operations is $630m and $731m
respectively based on the assumptions described above. The key
assumptions used in the impairment model for these CGUs are
discount rate, long term growth rate and revenue growth. There are
reasonable changes in assumptions that would result in an
impairment for Projects and Operations. If the post-tax discount
rate was 1.5% higher for Projects and Operations, the headroom
would be $68m and $251m respectively. If the post-tax discount rate
was 1.5% higher for Projects and Operations, the long-term growth
rate would need to be 0.3% and 1.7% lower for Projects and
Operations respectively to reduce headroom to $nil. If the post-tax
discount rate was 1.5% higher for Projects and Operations, then the
revenue CAGR would need to be 1.0% and 4.2% lower for Projects and
Operations respectively to reduce headroom to $nil.
Intangible assets arising on acquisition include the valuation
of customer contracts and relationships, order backlog and brands
recognised on business combinations. As part of the annual
impairment review, Group management has assessed whether there were
any impairment triggers and none were identified.
Customer relationships relate mainly to the acquisition of Amec
Foster Wheeler in 2017 and are being amortised over periods of 5 to
13 years. Order backlog relates entirely to the acquisition of AFW
and is being amortised over periods of 2 to 5 years. Brands
recognised relate entirely to the acquisition of AFW and are being
amortised over a 20 year period.
Software and development costs includes internally generated
assets with a net book value of $25.4m at 31 December 2021 (2020:
$21.6m). $9.4m (2020: $8.5m) of internally generated intangibles is
included in additions in the year.
The software disposals relate to the write off of fully
depreciated assets that are no longer in use.
10. Property plant and equipment
Land and Buildings Plant and equipment Total
$m $m $m
Cost
At 1 January 2021 63.1 174.5 237.6
Exchange movements (1.2) (3.2) (4.4)
Additions 2.7 19.7 22.4
Disposals (5.4) (47.8) (53.2)
Reclassifications 27.5 (27.5) -
At 31 December 2021 86.7 115.7 202.4
Accumulated depreciation and impairment
At 1 January 2021 31.2 80.0 111.2
Exchange movements (0.8) (4.4) (5.2)
Charge for the year 9.0 25.9 34.9
Disposals (5.0) (39.7) (44.7)
Reclassifications 12.5 (12.5) -
Impairment 3.6 0.4 4.0
At 31 December 2021 50.5 49.7 100.2
Net book value at 31 December 2021 36.2 66.0 102.2
Cost
At 1 January 2020 91.2 187.5 278.7
Exchange movements (2.9) (3.9) (6.8)
Additions 2.1 20.1 22.2
Disposals (22.3) (34.2) (56.5)
Reclassifications (5.0) 5.0 -
At 31 December 2020 63.1 174.5 237.6
Accumulated depreciation and impairment
At 1 January 2020 36.7 77.7 114.4
Exchange movements (3.2) (4.1) (7.3)
Charge for the year 9.9 29.0 38.9
Disposals (13.6) (28.1) (41.7)
Reclassifications (1.6) 1.6 -
Impairment 3.0 3.9 6.9
At 31 December 2020 31.2 80.0 111.2
Net book value at 31 December 2020 31.9 94.5 126.4
The net book value of Land and Buildings includes $21.8m (2020:
$12.5m) of Long Leasehold and Freehold property and $14.4m (2020:
$19.4m) of Short Leasehold property. There were no material amounts
in assets under construction at 31 December 2021.
Net book value of $15.0m relating to Long Freehold property
which was previously included within 'Plant and equipment' was
reclassified to 'Land and Buildings' during the year. This net book
value comprises $27.5m of cost offset by $12.5m of accumulated
depreciation and impairment.
11. Leases
Land and Buildings Plant and equipment Total
Right of use assets $m $m $m
Net book value
At 1 January 2021 380.5 28.4 408.9
Exchange movements (3.4) (2.6) (6.0)
Additions 35.9 30.8 66.7
Disposals (9.3) (0.3) (9.6)
Impairment (2.0) - (2.0)
Depreciation of right of use assets (85.1) (16.8) (101.9)
At 31 December 2021 316.6 39.5 356.1
Lease liabilities
At 1 January 2021 541.4
Exchange movements (4.2)
Additions 70.5
Disposals (10.6)
Interest expense related to lease liabilities 20.3
Repayment of lease liabilities (167.6)
At 31 December 2021 449.8
Right of use assets
Net book value
At 1 January 2020 391.4 20.7 412.1
Reclassification (4.1) - (4.1)
Exchange movements 8.7 0.5 9.2
Additions 100.7 29.8 130.5
Disposals (12.0) (0.2) (12.2)
Impairment (1.2) - (1.2)
Depreciation of right of use assets (103.0) (22.4) (125.4)
At 31 December 2020 380.5 28.4 408.9
Lease liabilities
At 1 January 2020 583.3
Exchange movements 9.3
Additions 124.5
Disposals (17.4)
Interest expense related to lease liabilities 30.1
Repayment of lease liabilities (188.4)
At 31 December 2020 541.4
The Group has finance leases liabilities totalling $13.5m (2020:
$21.1m) in addition to the IFRS 16 lease liabilities in respect of
leases previously classified as operating leases under IAS 17.
A maturity analysis of the Group's total lease liability is
shown below:
2021 2020
$m $m
Current lease liability 118.3 133.4
Non-current lease liability 331.5 408.0
Total lease liability 449.8 541.4
The following table shows the breakdown of lease expense between amounts charged to operating
profit and amounts charged to finance costs.
$m $m
Depreciation charge for right of use assets
Property 85.1 103.0
Plant and equipment 16.8 22.4
Charged to operating profit 101.9 125.4
Interest expense related to lease liabilities 20.3 30.1
Interest income on lease investment - (1.1)
Charge to profit/(loss) before taxation for leases 122.2 154.4
The Group leases real estate, including land, buildings and
warehouses, machinery/equipment, vehicles and IT equipment. The
right of use assets generate cash flows as part of the cash
generating units disclosed in note 9. The majority of the lease
liability relates to real estate with leases generally entered into
for fixed periods of up to five years, unless of strategic
importance to the Group. Some leases have extension options as
described below. Lease terms are negotiated on an individual basis
and contain a wide range of terms and conditions. The lease
agreements do not impose any covenants other than the security
interests in the leased assets that are held by the lessor. Leased
assets are not used as security for borrowing purposes.
The Group recognises a right of use asset and a lease liability
at the lease commencement date. The right of use asset is initially
measured at cost, and subsequently at cost less any accumulated
depreciation and impairment losses and adjusted for certain
remeasurements of the lease liability. The lease liability is
initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted using the Group's
incremental borrowing rate ("IBR").
The lease liability is subsequently increased by the interest
cost on the lease liability and reduced by the lease payment made.
It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, a change in the
assessment of whether an extension option is reasonably certain to
be exercised or a termination option is reasonably certain not to
be exercised.
The Group has applied judgement to determine the lease term for
some lease contracts in which it is a lessee that includes renewal
options. The assessment of whether the Group is reasonably certain
to exercise such options impacts the lease term, which may
significantly affect the amount of lease liabilities and right of
use assets recognised.
The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, the Group's
IBR is used. The IBR is the rate that the individual lessee would
have to pay to borrow the funds necessary to obtain an asset of
similar value to the right of use asset in a similar economic
environment with similar terms, security and conditions.
12. Investment in joint ventures and other investments
The Group operates a number of joint ventures companies, the
most significant of which are its turbine JV's, EthosEnergy Group
Limited and RWG (Repair & Overhauls) Limited. The Group
considers these to be joint arrangements on the basis that two or
more parties have joint control, which is defined as the
contractually agreed sharing of control and exists only when
decisions about the relevant activities of the joint arrangement
require the unanimous consent of the parties sharing control. The
Group has a 51% shareholding in EthosEnergy, a provider of rotating
equipment services and solutions to the power, oil and gas and
industrial markets. EthosEnergy is domiciled and headquartered in
Aberdeen, Scotland. The Group has a 50% shareholding in RWG, a
provider of repair and overhaul services to the oil and gas, power
generation and marine propulsion industries. RWG is based in
Aberdeen, Scotland.
The assets, liabilities, income and expenses of the EthosEnergy
and RWG are shown below. The financial information below has been
extracted from the management accounts for these entities.
EthosEnergy (100%) RWG (100%)
2021 2020 2021 2020
$m $m $m $m
Non-current assets 121.7 126.8 65.7 70.5
Current assets 517.9 465.7 155.3 126.6
Current liabilities (335.9) (293.8) (94.2) (75.0)
Non-current liabilities (66.9) (76.2) (6.8) (6.1)
Net assets 236.8 222.5 120.0 116.0
Wood Group share 120.8 113.5 60.0 58.0
Accumulated impairments and other
adjustments (70.8) (67.2) - -
Wood Group investment 50.0 46.3 60.0 58.0
Revenue 832.7 783.2 237.9 216.3
Cost of sales (701.4) (656.5) (170.9) (160.2)
Administrative expenses (103.3) (96.8) (32.7) (31.4)
Exceptional items - (12.2) - -
Operating profit 28.0 17.7 34.3 24.7
Finance expense (6.1) (5.9) (0.8) (0.8)
Profit before tax 21.9 11.8 33.5 23.9
Tax (8.5) 3.7 (7.1) (3.6)
Post-tax profit from joint ventures 13.4 15.5 26.4 20.3
Wood Group share 6.8 7.9 13.2 10.2
Cash and cash equivalents amounted to $77.5m (2020: $71.7m) and
$8.2m (2020: $4.3m) for EthosEnergy and RWG respectively.
Depreciation amounted to $16.6m (2020: $16.9m) and $4.3m (2020:
$4.2m) for EthosEnergy and RWG respectively.
Amortisation amounted to $1.0m (2020: $1.0m) and $2.5m (2020:
$2.8m) for EthosEnergy and RWG respectively.
EthosEnergy's net borrowings at 31 December 2021 amounted to
$37.5m (2020: $43.3m).
RWG had net debt at 31 December 2021 of $1.8m (2020: net cash
$5.6m).
The aggregate carrying amount of the Group's other equity
accounted joint ventures, which individually are not material,
amounted to $59.7m at 31 December 2021 (2020: $62.9m).
The Group's share of its joint venture income and expenses is
shown below.
2021 2020
$m $m
Revenue 753.1 798.2
Cost of sales (624.9) (663.5)
Administrative expenses (81.4) (84.8)
Exceptional items - (8.0)
Operating profit 46.8 41.9
Net finance expense (3.6) (3.5)
Profit before tax 43.2 38.4
Tax (11.7) (4.8)
Share of post-tax profit from joint ventures 31.5 33.6
The movement in investment in joint ventures is shown below
2021 2020
$m $m
At 1 January 168.7 168.3
Exchange movements on retranslation of net assets 0.3 0.5
Share of profit after tax 31.5 33.6
Dividends received (26.3) (29.6)
Impairment of joint ventures - (0.7)
Disposals (note 30) (4.5) (3.4)
At 31 December 169.7 168.7
The joint ventures have no significant contingent liabilities to
which the Group is exposed, nor has the Group any significant
contingent liabilities in relation to its interest in the joint
ventures.
The $4.5m disposal relates to movements on a joint venture
investment in the year and other non-core joint venture disposals
completed during 2021.
A full list of subsidiary and joint venture entities is included
in note 37.
Other investments
Other investments of $75.9m (2020: $79.8m) relate to the US SERP
defined contribution scheme referred to in note 32. The SERP
invests in a mixture of equities, bonds and money market funds as
part of a pension arrangement for US based employees. The
liabilities of the SERP are included in non-current liabilities
(see note 18).
13. Inventories
2021 2020
$m $m
Materials 3.7 3.9
Work in progress 0.3 0.1
Finished goods and goods for resale 11.9 7.9
15.9 11.9
14. Trade and other receivables
2021 2020
$m $m
Trade receivables 805.5 741.7
Less: provision for impairment of trade receivables (75.9) (94.8)
Trade receivables - net 729.6 646.9
Gross amounts due from customers 628.1 638.6
Prepayments 105.8 106.8
Amounts due from joint ventures 13.1 18.0
Asbestos related insurance recoveries 13.5 18.8
Research and development credits 119.1 102.7
Other receivables 182.1 166.8
Trade and other receivables - current 1,791.3 1,698.6
Long term receivables - asbestos related insurance
recoveries 34.0 61.9
Long term receivables - other 73.5 125.1
Total receivables 1,898.8 1,885.6
As at 31 December 2021, the Group had received $200.0m (2020:
$190.0m) of cash relating to a non-recourse financing arrangement
with one of its banks. An equivalent amount of trade receivables
was derecognised on receipt of the cash. At 31 December 2021,
$79.4m (2020: $19.7m) had been received from customers in the
normal course of business in relation to the same amounts received
from the factor. This $79.4m (2020: $19.7m) is due to be paid over
to the factor and is included in trade payables. The benefit of
this arrangement of $200m is included within cash generated from
operations.
Included within other long-term receivables of $73.5m (2020:
$125.1m) are contract assets of $66.5m (2020: $111.3m) in relation
to the Aegis contract. Refer to note 20 for further details of the
additional provisions recognised in respect of this contract.
Financial assets
2021 2020
$m $m
Restricted cash - 12.5
Derivative financial instruments (note 19) 7.7 8.2
7.7 20.7
The restricted cash balance in 2020 represents cash held in
jurisdictions where there is insufficient liquidity in the local
market to allow for immediate repatriation. Management considers it
appropriate to include the restricted cash balance in the Group's
net debt figure (see note 29) on the basis that it meets the
definition of cash, albeit is not readily available to the Group.
In 2021, restricted cash balances are shown within cash and cash
equivalents (note 15).
The Group's trade receivables balance is shown in the table
below.
Trade Trade
receivables receivables
- Provision -
Gross for impairment Net Receivable
31 December 2021 $m $m $m days
Projects 318.1 (43.7) 274.4 73
Operations 162.2 (8.2) 154.0 47
Consulting 266.8 (8.8) 258.0 76
Investment Services 58.4 (15.2) 43.2 49
Total Group 805.5 (75.9) 729.6 69
Trade Trade
receivables receivables
- Provision -
Gross for impairment Net Receivable
31 December 2020 $m $m $m days
Projects 337.4 (58.8) 278.6 61
Operations 77.2 (7.3) 69.9 35
Consulting 272.1 (10.3) 261.8 86
Investment Services 55.0 (18.4) 36.6 55
Total Group 741.7 (94.8) 646.9 66
Receivable days are calculated by allocating the closing trade
receivables and gross amounts due from customers balances to
current revenue. A receivable days calculation of 69 indicates that
closing trade receivables represent on average the most recent 69
days of revenue.
Receivable days for Investment Services has been adjusted to
exclude the impact of the Aegis project for both 2021 and 2020. The
Total Group Receivable days reflects all Group activity including
Aegis.
The ageing of the provision for impairment of trade receivables
is as follows:
2021 2020
$m $m
Up to 3 months 0.8 3.9
Over 3 months 75.1 90.9
75.9 94.8
The movement on the provision for impairment of trade
receivables is as follows:
Projects Operations Consulting Investment Services Total
2021 $m $m $m $m $m
At 1 January 58.8 7.3 10.3 18.4 94.8
Exchange movements (2.8) (0.1) (0.1) (0.7) (3.7)
Reclassed during year
Tran - - (0.1) 1.0 0.9
Transfers during year
Tran (0.1) 0.1 (0.1) - (0.1)
Provided during year 3.0 2.2 0.1 0.3 5.6
Utilised during year (2.4) (0.9) (1.0) (3.6) (7.9)
Released during year (12.8) (0.4) (0.3) (0.2) (13.7)
At 31 December 43.7 8.2 8.8 15.2 75.9
2020
At 1 January 49.6 9.1 13.6 18.8 91.1
Exchange movements 3.1 0.1 0.3 0.6 4.1
Transfers during year 2.3 (2.9) (0.1) 0.7 -
Provided during year 8.0 8.9 - - 16.9
Utilised during year (0.4) (2.3) (0.1) - (2.8)
Released during year (3.8) (6.5) (3.5) (1.7) (15.5)
Disposed during year - 0.9 0.1 - 1.0
At 31 December 58.8 7.3 10.3 18.4 94.8
The other classes within trade and other receivables do not
contain impaired assets.
Included within gross trade receivables of $805.5m above (2020:
$741.7m) and gross amounts due from customers of $628.1m (2020:
$638.6m) are contract assets of $203.4m (2020: $240.4m) which were
past due. These relate to customers for whom there is no recent
history or expectation of default. The ageing analysis of these
contract assets is as follows:
2021 2020
$m $m
Up to 3 months overdue 89.6 93.4
Over 3 months overdue 113.8 147.0
203.4 240.4
The above analysis excludes retentions relating to contracts in
progress of $90.5m (2020: $106.4m).
15. Cash and cash equivalents
2021 2020
$m $m
Cash at bank and in hand 480.0 565.9
Short-term bank deposits 10.5 19.1
Restricted cash 12.5 -
503.0 585.0
Cash at bank and in hand at 31 December 2021 includes $240.4m
(2020: $234.9m) that is part of the Group's cash pooling
arrangements and both cash and borrowings are grossed up by this
amount in the financial statements.
The effective interest rate on short-term deposits at 31
December 2021 was 2.8% (2020: 2.3%) and these deposits have an
average maturity of 20 days (2020: 11 days).
The restricted cash balance represents cash held in
jurisdictions where there is insufficient liquidity in the local
market to allow for immediate repatriation. Management considers it
appropriate to include the restricted cash balance in the Group's
net debt figure (see note 29) on the basis that it meets the
definition of cash, albeit is not readily available to the Group.
The 2020 comparative was included in financial assets (note
14).
16. Trade and other payables
2021 2020
$m $m
Trade payables 856.6 804.8
Gross amounts due to customers 87.5 203.2
Deferred income 115.0 69.7
Other tax and social security payable 58.3 54.1
Accruals 483.1 480.7
Derivative financial instruments 3.7 2.9
Amounts due to joint ventures 0.4 1.1
Asbestos related payables 54.5 57.9
Other payables 339.5 345.3
1,998.6 2,019.7
Trade payables includes $79.4m (2020: $19.7m) relating to cash
received from customers which is due to be paid over to the
factor.
Gross amounts due to customers included above represent payments
on account received in excess of amounts due from customers on
fixed price contracts.
Accruals includes amounts due to suppliers and sub-contractors
that have not yet been invoiced, unpaid wages, salaries and
bonuses.
Other payables includes project related and other liabilities
which include the amounts due under the investigation which was
concluded in 2021 of $40.6m.
17. Borrowings
2021 2020
$m $m
Bank loans and overdrafts due within one year or on demand
Unsecured 246.9 238.3
Senior loan notes
Unsecured 35.0 77.0
Total current borrowings 281.9 315.3
Non-current bank loans
Unsecured 845.8 493.0
Senior loan notes
Unsecured 768.3 803.5
Total non-current borrowings 1,614.1 1,296.5
Borrowings of $240.4m (2020: $234.9m) that are part of the
Group's cash pooling arrangements and are netted against cash for
internal reporting purposes are grossed up in the short-term
borrowings figure above.
Bank overdrafts are denominated in a number of currencies and
bear interest based on LIBOR or the relevant foreign currency
equivalent.
During the year, the Group completed planned debt refinancing
which includes a $600.0m UK Government backed term-loan maturing in
July 2026 and a new $1,200.0m Revolving Credit Facility ('RCF')
maturing in October 2026. These new facilities extend the maturity
profile of the Group's debt facilities by replacing the previous
RCF facility of $1,514m which was due to fully mature in May 2023
and $300m of bilateral loan facilities which were originally due to
mature in May 2022 but repaid in 2021 following the receipt of the
$600m UK Government backed term loan.
The Group had total facilities of $2,758.7m as at 31 December
2021, which comprises of a $600.0m term loan maturing in July 2026,
$1,200.0m of Revolving Credit Facility maturing in October 2026,
$803.3m of senior loan notes in the US private placement market
with varying maturities, of which $35.0m is payable in 2022, and
$155.4m of other banking facilities.
Of the non-current borrowings of $1,614.1m, $20.3m is
denominated in sterling, $164.9m in Euros and the balance in US
dollars.
The Group's principal borrowing facilities at 31 December 2021
are set out in the table below.
Drawn at 31 December 2021 Undrawn at 31 December 2021
Facility Total available $m $m
$m Repayable
Term loan 600.0 600.0 - July 2026
Revolving credit facility 1,200.0 264.9 935.1 October 2026
Senior loan notes 803.3 803.3 - Various dates
Other facilities 155.4 6.5 148.9 Various dates
Unamortised fees - (19.1) 19.1 N/A
2,758.7 1,655.6 1,103.1
The above table excludes borrowings of $240.4m that are part of
the Group's cash pooling arrangements and are offset by equivalent
cash balances.
The Group has $803.3m (2020: $880.5m) of unsecured senior loan
notes issued in the US private placement market. The notes mature
at varying dates between 2022 and 2031 as shown in the table below.
Interest is payable at an average rate of 4.21% (2020: 4.13%).
2021 2020
Repayable $m $m
August 2021 - 30.0
November 2021 - 47.0
July 2022 35.0 35.0
July 2024 25.0 25.0
August 2024 120.0 120.0
November 2024 50.0 50.0
July 2026 127.3 127.5
August 2026 128.0 128.0
February 2027 40.0 40.0
February 2029 100.0 100.0
July 2029 129.5 129.5
July 2031 48.5 48.5
803.3 880.5
The effective interest rates on the Group's bank loans and
overdrafts at the balance sheet date were as follows:
2021 2020
% %
US dollar 1.79 0.78
Sterling 1.40 1.25
Euro 1.11 1.15
Australian dollar 0.55 0.55
The carrying amounts of the Group's borrowings, including those
held within pooling arrangements, are denominated in the following
currencies:
2021 2020
$m $m
US Dollar 1,537.3 1,477.7
Sterling 69.0 122.2
Euro 282.1 3.9
Australian dollar 0.7 0.7
Other 6.9 7.3
1,896.0 1,611.8
The Group is required to issue tender bonds, performance bonds,
retention bonds, advance payment bonds and standby letters of
credit to certain customers. Management have assessed that the
possibility of these being triggered is remote. At 31 December
2021, the Group's bank facilities relating to the issue of bonds,
guarantees and letters of credit amounted to $1,292.9m (2020:
$1,542.8m). At 31 December 2021, these facilities were 65% utilised
(2020: 63%).
Borrowing facilities
The Group has the following undrawn borrowing facilities
available at 31 December:
2021 2020
$m $m
Expiring within one year 148.9 181.8
Expiring between one and two years - 209.0
Expiring between two and five years 954.2 1,348.0
1,103.1 1,738.8
All undrawn borrowing facilities are floating rate facilities.
The facilities expiring within one year are annual facilities
subject to review at various dates during 2022. The Group was in
compliance with its bank covenants throughout the year.
A reconciliation of movements of borrowings and lease
liabilities to cash flows arising from financing activities is
presented in the table below.
Short Long Lease
term term liabilities Total
borrowings borrowings $m $m
$m $m
Balance 1 January 2021 315.3 1,296.5 541.4 2,153.2
Changes from financing cash flows
Proceeds from long-term borrowings - 329.3 - 329.3
Repayment of short-term borrowings (33.5) - - (33.5)
Payment of lease liabilities (note
11) - - (167.6) (167.6)
Total changes from financing activities (33.5) 329.3 (167.6) 128.2
Effects of changes in foreign exchange
rates (note 29) 0.1 0.4 (4.2) (3.7)
Other changes
New leases (note 11) - - 59.9 59.9
Interest expense (note 3) - 87.5 20.3 107.8
Interest paid - (87.5) - (87.5)
Other movements - (12.1) - (12.1)
Total liability other changes - (12.1) 80.2 68.1
Balance at 31 December 2021 281.9 1,614.1 449.8 2,345.8
Short Long Lease
term term liabilities Total
borrowings borrowings $m $m
$m $m
Balance 1 January 2020 1,752.7 1,573.2 583.3 3,909.2
Changes from financing cash flows
Repayment of long-term borrowings - (277.5) - (277.5)
Repayment of short-term borrowings (1,438.4) - - (1,438.4)
Payment of lease liabilities (note
11) - - (188.4) (188.4)
Total changes from financing activities (1,438.4) (277.5) (188.4) (1,904.3)
Effects of changes in foreign exchange
rates (note 29) 1.0 1.1 9.3 11.4
Other changes
New leases (note 11) - - 107.1 107.1
Interest expense (note 3) - 86.5 30.1 116.6
Interest paid - (86.5) - (86.5)
Other movements - (0.3) - (0.3)
Total liability other changes - (0.3) 137.2 136.9
Balance at 31 December 2020 315.3 1,296.5 541.4 2,153.2
18. Other non-current liabilities
2021 2020
$m $m
Derivative financial instruments 8.1 16.9
Other payables 191.7 121.2
199.8 138.1
Other payables include $79.8m in respect of the regulatory
investigations, which were closed out during the first half of 2021
and represents payments due between 2023 and 2024, $75.9m (2020:
$79.8m) relating to the US SERP pension arrangement referred to in
note 32 and unfavourable leases of $8.6m (2020: $17.3m).
Unfavourable lease liabilities represent non-lease components, such
as facilities costs which are not included within the IFRS 16 lease
liability.
19. Financial instruments
The Group's activities give rise to a variety of financial
risks: market risk (including foreign exchange risk and cash flow
interest rate risk), credit risk and liquidity risk. The Group's
overall risk management strategy is to hedge exposures wherever
practicable in order to minimise any potential adverse impact on
the Group's financial performance.
Risk management is carried out by the Group Treasury department
in line with the Group's Treasury policies. Group Treasury,
together with the Group's business units identify, evaluate and
where appropriate, hedge financial risks. The Group's Treasury
policies cover specific areas, such as foreign exchange risk,
interest rate risk, use of derivative financial instruments and
investment of excess cash.
Where the Board considers that a material element of the Group's
profits and net assets are exposed to a country in which there is
significant geo-political uncertainty a strategy is agreed to
ensure that the risk is minimised.
(a) Market risk
(i) Foreign exchange risk
The Group is exposed to foreign exchange risk arising from
various currencies. The Group has subsidiary companies whose
revenue and expenses are denominated in currencies other than the
US dollar. Where possible, the Group's policy is to eliminate all
significant currency exposures at the time of the transaction by
using financial instruments such as forward currency contracts.
Changes in the forward contract fair values are booked through the
income statement, except where hedge accounting is used in which
case the change in fair value is recorded in equity.
Hedging of foreign currency exchange risk - cash flow hedges
The notional contract amount, carrying amount and fair values of
forward contracts and currency swaps designated as cash flow hedges
at the balance sheet date are shown in the table below.
2021 2020
2021 2020 Carrying Carrying
Notional Notional amount amount
contract contract and and
amount amount fair value fair value
$m $m $m $m
Current assets 99.4 66.6 1.3 1.8
Current liabilities (52.5) (50.1) (1.0) (0.6)
A net foreign exchange loss of $0.9m (2020: $1.6m) was
recognised in the hedging reserve as a result of fair value
movements on forward contracts and currency swaps designated as
cash flow hedges.
Hedging of foreign currency exchange risk - fair value through
income statement
The notional contract amount, carrying amount and fair value of
all other forward contracts and currency swaps at the balance sheet
date are shown in the table below.
2021 2020
2021 2020 Carrying Carrying
Notional Notional amount amount
contract contract and and
amount amount fair value fair value
$m $m $m $m
Current assets 583.2 458.9 6.4 6.4
Current liabilities (411.9) (189.4) (2.7) (2.3)
The Group's largest foreign exchange risk relates to movements
in the sterling/US dollar exchange rate. Movements in the
sterling/US dollar rate can impact the translation of sterling
profit earned in the UK and the translation of sterling denominated
net assets. A weakening of the pound has a negative impact on
translation of UK companies' profits and net assets. Sterling
denominated trading profits in the UK are offset by the Group's
corporate overhead and a 10% change in the sterling/dollar rate
would result in a change to Adjusted EBITDA of less than 1%. A 10%
change in the sterling/dollar rate would impact net assets by less
than 1%. 10% has been used in these calculations as it represents a
reasonable possible change in the sterling/US dollar exchange rate.
The Group also has foreign exchange risk in relation a number of
other currencies, such as the Australian dollar, the Canadian
dollar and the Euro.
(ii) Interest rate risk
The Group finances its operations through a mixture of retained
profits and debt. The Group borrows in the desired currencies at a
mixture of fixed and floating rates of interest and then uses
interest rate swaps to generate the desired interest profile and to
manage the Group's exposure to interest rate fluctuations. At 31
December 2021, 52% (2020: 65%) of the Group's borrowings were at
fixed rates after taking account of interest rate swaps. The Group
is also exposed to interest rate risk on cash held on deposit. The
Group's policy is to maximise the return on cash deposits and where
possible and deposit cash with a financial institution with a
credit rating of BBB+ or better.
Hedging of interest rate risk - cash flow hedges
The notional contract amount, carrying amount and fair value of
interest rate swaps designated as cash flow hedges at the balance
sheet date are shown in the table below.
2021 2020
Carrying Carrying
2021 2020 amount amount
Hedged Hedged and and
amount amount fair value fair value
$m $m $m $m
Interest rate swaps 250.0 250.0 (8.1) (16.9)
A net gain of $8.8m (2020 loss: $6.4m) was recognised in the
hedging reserve as a result of fair value movements on interest
rate swaps designated as cash flow hedges.
In 2021, the Group replaced its previous Revolving Credit
Facility ('RCF') with a new $1,200.0m RCF maturing in October 2026.
The variable interest rate terms of the previous RCF were based on
LIBOR whilst the new interest rate terms under the new RCF are
based on the Risk-Free Interest rates for USD and GBP
drawdowns.
The interest rate swaps are put in place to hedge against
movements in the variable rate on the RCF. The variable rate terms
on the RCF have transitioned from a three-month USD LIBOR to a
three-month cumulative compound SOFR rate as a result of the
refinancing. Therefore, the variable interest rate terms of the
interest rate swaps were modified to match the new variable
interest rate terms from 31 December 2021.
The new RCF debt matures in October 2026 and the interest rate
swap matures in June 2023. It is therefore assumed that the hedge
will be effective for the full period to June 2023.
If average interest rates had been 1% higher or lower during
2021 (2020: 1%), post-tax profit for the year would have been $6.3m
lower or higher respectively (2020: $6.3m). 1% has been used in
this calculation as it represents a reasonable possible change in
interest rates.
(iii) Price risk
The Group is not exposed to any significant price risk in
relation to its financial instruments.
(b) Credit risk
The Group's credit risk primarily relates to its trade
receivables. The Group assumes that the credit risk on a financial
asset has increased significantly if it is more than 6 months past
due and considers a financial asset to be in default when the
financial asset is more than 12 months past due. Responsibility for
managing credit risk lies within the businesses with support being
provided by Group and divisional management where appropriate.
The credit risk associated with customers is considered as part
of each tender review process and is addressed initially through
contract payment terms. Trade finance instruments such as letters
of credit, bonds, guarantees and credit insurance are used to
manage credit risk where appropriate. Credit control practices are
applied thereafter during the project execution phase. A right to
interest and suspension is normally sought in all contracts. There
is significant management focus on customers that are classified as
high risk in the current challenging market although the Group had
no material write offs in the year.
The Group's major customers are typically large companies which
have strong credit ratings assigned by international credit rating
agencies. Where a customer does not have sufficiently strong credit
ratings, alternative forms of security such as the trade finance
instruments referred to above may be obtained.
The Group uses the simplified provision matrix when calculating
expected credit losses on financial assets. The provision matrix is
based on historical default rates and is adjusted for forward
looking estimates. The historical default rate is determined by
comparing actual contract write offs against revenue recognised
over each of the prior five years. The average write off over the
historical period can be applied to current year revenue. The
forward-looking assessment also considers post-year end cash
collection, country risk scoring, customer disputes and specific
financial uncertainties.
Management review trade receivables based on receivable days
calculations to assess performance. A table showing trade
receivables and receivable days is provided in note 14. Receivable
days calculations are not provided on non-trade receivables as
management do not believe that this information is a relevant
metric.
The maximum credit risk exposure on cash and cash equivalents
and bank deposits (more than three months) at 31 December 2021 was
$503.0m (2020: $585.0m). The Group treasury department monitors
counterparty exposure on a global basis to avoid any over exposure
to any one counterparty.
The Group's policy is to deposit cash at institutions with a
credit rating of at least BBB+. 100% of cash held on deposit at 31
December 2021 was held with such institutions.
(c) Liquidity risk
The Group's policy is to ensure the availability of an
appropriate amount of funding to meet both current and future
forecast requirements consistent with the Group's budget and
strategic plans. The Group will finance operations and growth from
its existing cash resources and the $1,103.1m undrawn portion of
the Group's committed banking facilities. The 2021 average net debt
(excluding leases) was $1,680.0m (2020: $1,597.8m). The cash
balance and undrawn portion of the Group's committed banking
facilities can fluctuate throughout the year. Around the covenant
remeasurement dates of 30 June and 31 December the Group's net debt
is typically lower than these averages due to a combination of
factors including a strong focus on collection of receipts from
customers and the timing of payments to suppliers. Although revenue
is typically weighted towards the second half of the year it is
usually higher in June than in December, which means the level of
working capital required is typically higher at the end of June and
net debt is typically lower by the end of December.
At 31 December 2021, 93% (2020: 94%) of the Group's principal
borrowing facilities (including senior loan notes) were due to
mature in more than one year. Based on the Group's latest forecasts
the Group has sufficient funding in place to meet its future
obligations.
The Group's total bank facilities comprise of a $600.0m term
loan maturing in July 2026 and a $1,200.0m revolving credit
facility which matures in October 2026.
The Group has $803.3m of unsecured senior loan notes issued in
the US private placement market. The notes mature in various
tranches between July 2022 and 2031.
(d) Capital risk
The Group seeks to maintain an optimal capital structure by
monitoring its ratio of net debt to EBITDA, its interest cover and
its gearing ratio.
The ratio of net debt to Adjusted EBITDA at 31 December 2021 was
3.3 times (2020: 2.1 times). This ratio is calculated by dividing
net debt before leases by Adjusted EBITDA, excluding the impact of
IFRS 16.
Interest cover is calculated by dividing Adjusted EBITDA,
excluding the impact of IFRS 16, by net finance expense and was 4.5
times for the year ended 31 December 2021 (2020: 5.5 times).
Gearing is calculated by dividing net debt, before leases, by
equity attributable to owners of the parent. Gearing at 31 December
2021 was 34.1% (2020: 24.3%).
Deferred and contingent consideration
Deferred and contingent consideration is payable on the
acquisition of businesses based on earn out arrangements and is
initially recognised at fair value. The amount payable is dependent
on the post-acquisition profits of the acquired entities and the
provision made is based on the Group's estimate of the likely
profits of those entities based on the relevant Acquisition
Approval Paper submitted to the Group Board. Where actual profits
are higher or lower than the Group's estimate and the amount of
contingent consideration payable is consequently different to the
amount estimated then the variance is charged or credited to the
income statement. Where deferred and contingent consideration is
payable after more than one year the estimated liability is
discounted using an appropriate rate of interest. The fair value of
contingent consideration is not based on observable market data and
as such the valuation method is classified as level 3 in the fair
value hierarchy. The process for valuation is consistently applied
to all acquisitions.
The table below presents the changes in level 3 financial
instruments during the year:
2021 2020
Contingent consideration arising from business combinations $m $m
At 1 January - 20.0
Exchange movements - 0.8
Interest relating to discounting of contingent consideration - 0.2
Payments during the year - (21.0)
At 31 December - -
Financial liabilities
The table below analyses the Group's financial liabilities into
relevant maturity groupings based on the remaining period from the
balance sheet date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows
which are not usually closed out before contractual maturity.
Less than Between Between Over 5
1 year 1 and 2 years 2 and 5 years years
At 31 December 2021 $m $m $m $m
Borrowings 333.8 51.4 1,443.6 356.1
Trade and other payables 1,935.7 - - -
Lease liabilities 109.2 154.3 131.5 128.8
Other non-current liabilities - 26.9 172.6 -
At 31 December 2020
Borrowings 357.2 399.3 458.7 633.6
Trade and other payables 1,965.6 - - -
Lease liabilities 146.3 124.1 200.3 150.5
Other non-current liabilities - 41.3 96.7 -
Fair value of non-derivative financial assets and financial
liabilities
The fair value of short-term borrowings, trade and other
payables, trade and other receivables, financial assets, short-term
deposits and cash at bank and in hand approximates to the carrying
amount because of the short maturity of interest rates in respect
of these instruments.
The fair value of non-current bank borrowings as at 31 December
2021 was $773.4m (book value $845.8m) (2020: $478.8m, book value
$493.0m). The fair value of the US Private Placement debt at 31
December 2021 was $809.2m (book value $803.3m) (2020: $883.9m, book
value $880.5m).
Fair values (excluding the fair value of assets and liabilities
classified as held for sale) are determined using observable market
prices (level 2 as defined by IFRS 13 'Fair Value Measurement') as
follows:
-- The fair value of forward foreign exchange contracts is estimated
by discounting the difference between the contractual forward
price and the current forward price for the residual maturity
of the contract using a risk-free interest rate.
-- The fair value of interest rate swaps is estimated by discounting
estimated future cash flows based on the terms and maturity
of each contract and using market rates.
All derivative fair values are verified by comparison to
valuations provided by the derivative counterparty banks.
The Group determines whether transfers have occurred between
levels in the hierarchy by reassessing categorisation (based on the
lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period. During
the year ended 31 December 2021 and 31 December 2020, there were no
transfers into or out of level 2 fair value measurements.
20. Provisions
Asbestos Litigation Project
related Insurance related related
2021 litigation and property provisions provisions Total
$m $m $m $m $m
At 1 January 2021 403.7 105.0 333.0 100.9 942.6
Reclassifications (18.9) (0.1) (214.6) (1.6) (235.2)
Utilised (42.5) (0.4) (14.2) (8.1) (65.2)
Charge to income statement 6.3 9.1 0.7 44.7 60.8
Release of provisions (6.3) (25.7) (11.7) (22.0) (65.7)
Exchange movements (0.2) (0.3) 0.1 (1.7) (2.1)
At 31 December 2021 342.1 87.6 93.3 112.2 635.2
Presented as
Current - 9.0 89.0 61.0 159.0
Non-current 342.1 78.6 4.3 51.2 476.2
2020
At 1 January 2020 418.9 110.2 111.8 151.3 792.2
Reclassifications (1.5) 6.1 2.2 26.2 33.0
Utilised (41.8) (2.9) (3.4) (27.1) (75.2)
Charge to income statement 27.8 6.8 226.8 18.0 279.4
Release of provisions (1.3) (16.1) (4.8) (68.1) (90.3)
Exchange movements 1.6 0.9 0.4 0.6 3.5
At 31 December 2020 403.7 105.0 333.0 100.9 942.6
Presented as
Current - 11.1 116.9 44.5 172.5
Non-current 403.7 93.9 216.1 56.4 770.1
Asbestos related litigation
The Group assumed the majority of its asbestos-related
liabilities when it acquired Amec Foster Wheeler in October 2017.
Whilst some of the asbestos claims have been and are expected to be
made in the United Kingdom, the overwhelming majority have been and
are expected to be made in the United States.
Some of Amec Foster Wheeler's US subsidiaries are defendants in
numerous asbestos-related lawsuits and out-of-court informal claims
pending. Plaintiffs claim damages for personal injury alleged to
have arisen from exposure to, or use of, asbestos in connection
with work allegedly performed during the 1970s and earlier. The
estimates and averages presented have been calculated on the basis
of the historical US asbestos claims since the initiation of claims
filed against these entities.
The number and cost of current and future asbestos claims in the
US could be substantially higher than estimated and the timing of
payment of claims could be sooner than estimated, which could
adversely affect the Group's financial position, its results and
its cash flows.
The Group expects these subsidiaries to be named as defendants
in similar suits and that new claims will be filed in the future.
For purposes of these financial statements, management have
estimated the indemnity and defence costs to be incurred in
resolving pending and forecasted claims through to 2050. Although
we believe that these estimates are reasonable, the actual number
of future claims brought against these subsidiaries and the cost of
resolving these claims could be higher.
Some of the factors that may result in the costs of asbestos
claims being higher than the current estimates include:
-- an increase in the rate at which new claims are filed and
an increase in the number of new claimants
-- increases in legal fees or other defence costs associated
with asbestos claims
-- increases in indemnity payments, decreases in the proportion
of claims dismissed with zero payment and payments being
required to be made sooner than expected
The Group has worked with its advisors with respect to
projecting asbestos liabilities and to estimate the amount of
asbestos-related indemnity and defence costs at each year-end
through to 2050. Each year the Group records its estimated asbestos
liability at a level consistent with the advisors' reasonable best
estimate. The Group's advisors perform a quarterly and annual
review of asbestos indemnity payments, defence costs and claims
activity and compare them to the forecast prepared at the previous
year-end. Based on its review, they may recommend that the
assumptions used to estimate future asbestos liabilities are
updated, as appropriate.
The total liability recorded in the Group's balance sheet at 31
December 2021 is based on estimated indemnity and defence costs
expected to be incurred to 2050. Management believe that any new
claims filed after 2050 will be minimal.
Asbestos related liabilities and assets recognised on the
Group's balance sheet are as follows:
2021 2020
US UK Total US UK Total
$m $m $m $m $m $m
Asbestos related provision
Gross provision 406.0 38.2 444.2 445.0 65.7 510.7
Effect of discounting (47.6) - (47.6) (47.9) (1.2) (49.1)
Net provision 358.4 38.2 396.6 397.1 64.5 461.6
Insurance recoveries
Gross recoveries (13.1) (34.6) (47.7) (25.0) (57.4) (82.4)
Effect of discounting 0.2 - 0.2 0.6 1.1 1.7
Net recoveries (12.9) (34.6) (47.5) (24.4) (56.3) (80.7)
Net asbestos related liabilities 345.5 3.6 349.1 372.7 8.2 380.9
Presented in accounts as
follows
Provisions - non-current 342.1 403.7
Trade and other payables 54.5 57.9
Trade and other receivables (13.5) (18.8)
Long term receivables (34.0) (61.9)
349.1 380.9
A net interest charge of $6.3m (2020: $8.0m) representing the
time value of money and a credit of $6.3m (2020: charge $17.9m), of
which $5.6m relates to the yield curve credit due to the increase
in the 30-year US Treasury Bond rate in 2021 are included within
exceptional items since the movements in the provision are
non-trading, can be large and are driven by market conditions which
are out with the Group's control.
A summary of the Group's US asbestos claim activity is shown in
the table below:
2021 2020
Number of open claims Number Number
At 1 January 60,400 62,070
New claims 2,440 2,320
Claims resolved (5,350) (3,990)
At 31 December 57,490 60,400
Claims not valued in liability (42,570) (45,740)
Open claims valued in liability at 31 December 14,920 14,660
Claims not valued in the liability include claims on certain
inactive court dockets, claims over six years old that are
considered abandoned and certain other items.
Based on 2021 activity, the Group's current forecast liabilities
have been adjusted for payments made in 2021 of $41.2m and to
reflect the impact of discounting. In 2021, the liability for
asbestos indemnity and defence costs to 2050 was calculated at a
gross nominal amount of $444.2m (present value $396.6m), which
brought the liability to a level consistent with our advisor's
reasonable best estimate. The total asbestos-related liabilities
are comprised of estimates for liabilities relating to open
(outstanding) claims being valued and the liability for future
unasserted claims to 2050.
The estimate takes account of the following information and/or
assumptions:
-- number of open claims
-- forecasted number of future claims
-- estimated average cost per claim by disease type - mesothelioma, lung
cancer and non-malignancies
The total estimated liability, which has been discounted for the
time value of money, includes both the estimate of forecasted
indemnity amounts and forecasted defence costs. Total defence costs
and indemnity liability payments are estimated to be incurred
through to 2050. The Group believes that it is likely that there
will be some claims filed after 2050, however these are projected
to be minimal.
In the period from 2011 to 2021, the average combined indemnity
and defence cost per resolved claim has been approximately $5k. The
average cost per resolved claim is increasing and management
believe it will continue to increase in the future. A sensitivity
analysis on average indemnity settlement and defence costs is
included in the table below.
Asbestos related receivables represents management's best
estimate of insurance recoveries relating to liabilities for
pending and estimated future asbestos claims through to 2050. The
receivables are only recognised when it is virtually certain that
the claim will be paid. The Group's asbestos-related assets have
been discounted at an appropriate rate of interest.
The following table sets out the sensitivities associated with a
change in certain estimates used in relation to the US
asbestos-related liabilities:
Assumption Impact on
asbestos
liabilities
(range)
$m
25% change in average indemnity settlement amount 50-60
25% change in forecasted number of new claims 50-60
25% change in estimated defence costs 40-50
In addition to the above, the impact on the income statement in
the year is sensitive to changes in the discount rate used to
calculate the time value of money.
The Group has used the 30-year US Treasury Bond rate to discount
its asbestos liabilities. The table below sets out the current year
charge associated with a 30-year rate alongside the charge that
would have arisen had a 10 or a 20-year rate been used.
Rate as at 31 December Exceptional items
Duration 2021 $m
10 year 1.52% 3.0
20 year 1.94% (6.5)
30 year (basis used) 1.90% (5.6)
A change of 0.1% in the 30-year US Treasury Bond rate would give
rise to a change to the income statement charge/credit of
approximately $2.2m.
The Group's subsidiaries have been effective in managing the
asbestos litigation, in part, because the Group has access to
historical project documents and other business records going back
more than 50 years, allowing it to defend itself by determining if
the claimants were present at the location of the alleged asbestos
exposure and, if so, the timing and extent of their presence. In
addition, the Group has identified and validated insurance policies
issued since 1952 and has consistently and vigorously defended
claims that are without merit and settled meritorious claims for
reasonable amounts.
The table below summarises the asbestos-related net cash impact
for indemnity and defence costs and collection of insurance
proceeds:
2021 2020
$m $m
Asbestos litigation, defence and case resolution payments 42.5 41.8
Insurance proceeds (13.5) (14.0)
Net asbestos related payments 29.0 27.8
The Group expects to have a net cash outflow of approximately
$35m as a result of asbestos liability indemnity and defence
payments in excess of insurance proceeds during 2022. This estimate
assumes no new settlements with insurance companies and no
elections by the Group to fund additional payments. As the Group
continues to collect cash from previous insurance settlements, the
asbestos-related insurance receivable recorded on our consolidated
balance sheet will decrease.
The Group has discounted the expected future cash flows with
respect to the asbestos related liabilities and the expected
insurance recoveries using discount rates determined by reference
to appropriate risk free market interest rates.
Insurance and property provisions
The Group has liabilities in relation to its captive insurance
companies of $55.3m (2020: $71.0m) and for property dilapidations
of $32.3m (2020: $34.0m).
The Group currently has one captive insurance company, Garlan
Insurance Limited, which is active and is based in Guernsey. The
company provides insurance solely to other Group companies and does
not provide any insurance to third parties. The provisions recorded
represent amounts payable to external parties in respect of claims,
the value of which is based on actuarial reports which assess the
likelihood and value of these claims. These are reassessed
annually, with movements in claim reserves being recorded in the
income statement.
Property dilapidations relate to the cost of restoring leased
property back into its original, pre-let condition. The estimate of
costs is the greatest area of uncertainty and the timing of future
cash outflows is linked to the term dates of numerous individual
leases.
Litigation related provisions
The Group is party to litigation involving clients and
sub-contractors arising from its contracting activities. Management
has taken internal and external legal advice in considering known
or reasonably likely legal claims and actions by and against the
Group. Where a known or likely claim or action is identified,
management carefully assesses the likelihood of success of the
claim or action. A provision is recognised only in respect of those
claims or actions where management consider it is probable that a
cash outflow will be required.
Provision is made for management's best estimate of the likely
settlement costs and/or damages to be awarded for those claims and
actions that management considers are likely to be successful. Due
to the inherent commercial, legal and technical uncertainties in
estimating project claims, the amounts ultimately paid or realised
by the Group could differ materially from the amounts that are
recognised in the financial statements. Litigation related
provisions include estimated balances related to exposures acquired
with Amec Foster Wheeler, which were originally measured at fair
value on acquisition as required by IFRS 3 even though the relating
possible cash outflow was not deemed to be probable. These
liabilities continue to be recognised until the liability is
settled, cancelled or expired at the higher of the fair value
initially recorded or the amount recognised in accordance with IAS
37.
Investigations
In March 2021, WGPSN (Holdings) Ltd, a subsidiary of the Company
reached a civil settlement with Scotland's Civil Recovery Unit in
relation to the historical engagement of Unaoil by a legacy joint
venture and potential unlawful conduct. The civil settlement
relates to conduct in Kazakhstan in the period between 2008 and
2010. The settlement concludes the issue which started after the
Group self-reported, having conducted a thorough internal
investigation, before cooperating fully with the Crown Office and
Procurator Fiscal Service ("COPFS") and the Civil Recovery Unit
throughout their investigation. Under the terms of the settlement,
Wood has agreed to pay approximately $9m to the COPFS, of which
around $3m was paid during 2021 and the balance will be paid in
instalments in 2022 and 2023.
In June and July 2021, the Group entered into agreements with
authorities in the UK, the US, and Brazil to resolve their
respective bribery and corruption investigations into the past use
of third parties in the legacy Amec Foster Wheeler business. Under
the terms of these agreements, the Group will pay compensation,
disgorgement and prejudgment interest, fines and penalties of
approximately $177m, of which around $62m was paid in July 2021 and
the remaining balance will be paid in instalments in 2022, 2023 and
2024. At the same time, the Group also provided for associated
legal fees of approximately $12m, which were fully utilized during
2021.
In the UK, the Company's subsidiary, Amec Foster Wheeler Energy
Limited ("AFWEL") entered into a three-year deferred prosecution
agreement with the Serious Fraud Office ("SFO") relating to the
historical use of third-party agents for bribery and corruption in
Nigeria, Saudi Arabia, Malaysia, India and Brazil over the period
1996 to 2014.
In the US, AFWEL entered into a three-year deferred prosecution
agreement with the Department of Justice ("DOJ") and another
subsidiary of the Company, Amec Foster Wheeler Limited ("AFWL")
entered into a Cease and Desist Order with the Securities and
Exchange Commission ("SEC"). In Brazil, AFWEL and Amec Foster
Wheeler Americana Limitada entered into 18-month leniency
agreements with the Ministério Público Federal ("MPF"), the
Comptroller General's Office ("CGU") and the Solicitor General
("AGU"). The agreements in the US and Brazil all related to the
historical use of third-party agents for bribery and corruption in
connection with the award of a project in Brazil.
In light of the above, the Group has reclassed the provision
recognised in December 2020 to Trade and other payables of which
the current portion is $40.6m and the non-current portion of $79.8m
is included in other non-current liabilities (note 18).
Chemical plant litigation
In 2013, one of Amec Foster Wheeler plc's subsidiaries was
contracted to engineer, procure and construct a chemical plant for
a client in Texas. The cost of the project exceeded the client's
budget which led to the client partially terminating the contract
in December 2015, before terminating the remainder of the contract
and commencing a lawsuit in Texas against the subsidiary and also
Amec Foster Wheeler plc in September 2016. The client seeks
recovery of actual damages, plus punitive damages, interest and
attorney's fees for breach of contract and warranty, gross
negligence and fraud. The alleged actual damages total $761.8m,
which include an alleged $317m in lost revenue from delayed
commercial operation.
The Group believes that the claims lack legal and factual merit
but provided for an amount representing the fair value of the
exposure upon acquisition of Amec Foster Wheeler. The estimate that
the subsidiary provided was in connection with the client's initial
request for a lump sum bid and highly conditioned. The contract
that was ultimately signed, and that governs the dispute, is a
reimbursable cost plus fixed fee contract, with no guaranteed price
or schedule, wherein the client assumed joint responsibility for
management of the work and development of the project schedule.
Liability for consequential damages is barred, except in the case
of wilful misconduct. Except for gross negligence, wilful
misconduct, and warranty claims, overall liability is capped at 10
percent of the contract price (or approximately $100 million). The
Group has denied the claims and is vigorously defending the
lawsuit. The trial of the lawsuit is scheduled to commence in late
April 2022 and is expected to continue into the third quarter of
this year. It is premature to predict the ultimate outcome of the
matter.
Other litigations
Other items relating to litigation are included within the
overall provision, none of which are individually material.
Project related provisions
The Group has numerous provisions relating to the projects it
undertakes for its customers. The value of these provisions relies
on specific judgements in areas such as the estimate of future
costs or the outcome of disputes and litigation. Whether or not
each of these provisions will be required, the exact amount that
will require to be paid and the timing of any payment will depend
on the actual outcomes.
Aegis Poland
This legacy AFW project involves the construction of various
buildings to house the Aegis Ashore anti-missile defence facility
for the United States Army Corps of Engineers. The project was
around 90% complete by value at 31 December 2021 and 93.3% complete
by physical progress and is expected to be operationally complete
by late 2022. Management's latest estimate is that the loss at
completion will be $222m representing the expected costs to
complete less estimated revenue to be earned. A charge of $99m was
made to the income statement during 2021 in relation to this
project and the full amount of this loss has been recognised to
date. The increased loss recognised in the year was due to changes
in the best estimates of the outcome of the contract, based on the
director's current strategy for completing this complex project.
The estimate reflects an increase in the future legal costs, along
with increases in the expected costs to complete and potential
liquidated damages.
The Group's assessment of the ultimate loss includes change
orders which have not been approved by the customer. They are
estimated based on the amount that is deemed to be highly probable
to be recovered. That estimation is made considering the risks and
likelihood of recovery of change orders. The Group's assessment of
liquidated damages involves an expectation of relief from possible
obligations linked to delays on the contract. These liquidated
damages and relief assumptions are estimates prepared in
conjunction with the change orders estimates noted above. The range
of possible outcomes in respect to the change orders that are
highly likely to be recoverable and the liquidated damages for
which a relief will be obtained is material. The current estimate
is that these will not be settled until 2023 at the earliest. The
ultimate loss also includes the Group's assessment of the total
legal costs necessary to achieve recovery of the amounts believed
to be recoverable and defend our position on liquidated damages. At
this point in time this is an estimate based on a weighted average
of several possible outcomes and the actual costs could be
materially higher or lower depending on actual route to settlement.
If the amounts agreed are different to the assumptions made, then
the ultimate loss could be materially different. At 31 December
2021, provisions of $31.2m are recognised which represent the
element of the full contract loss which has been recognised through
the income statement to date but for which revenue has not yet been
recognised or costs incurred. Refer to note 14 for further details
of the additional contract assets recognised in respect of this
contract.
In reaching its assessment of this loss, management have made
certain estimates and assumptions relating to the date of
completion, productivity of workers on site and the costs to
complete. If the actual outcome differs from these estimates and
assumptions, the ultimate loss will be different.
Other project related provisions
Certain of the jurisdictions in which the Group operates, in
particular the US and the EU, have environmental laws under which
current and past owners or operators of property may be jointly and
severally liable for the costs of removal or remediation of toxic
or hazardous substances on or under their property, regardless of
whether such materials were released in violation of law and
whether the operator or owner knew of, or was responsible for, the
presence of such substances. Largely as a consequence of the
acquisition of Amec Foster Wheeler, the Group currently owns and
operates, or owned and operated, industrial facilities. It is
likely that, as a result of the Group's current or former
operations, hazardous substances have affected the property on
which those facilities are or were situated.
The Group has also received and may continue to receive claims
pursuant to indemnity obligations from the present owners of
facilities we have transferred, which may require us to incur costs
for investigation and/or remediation. As at 31 December 2021, the
Group held provisions totaling $15.3m (2020: $18.5m) for the
estimated future environmental clean-up costs in relation to
industrial facilities that it no longer operates. Whilst the timing
of the related cash flows is typically uncertain, the Group expects
that certain of its remediation obligations may continue for up to
100 years.
During the period the Group reassessed the provisions created on
prior period acquisitions and to the extent that they do not meet
the criteria for exceptional items set out in our accounting
policies, the resulting debits or credits are recorded in
EBITDA.
As described in note 33, the Group agreed to indemnify certain
third parties relating to businesses and/or assets that were
previously owned by the Group and were sold to them. These
principally relate to businesses that were sold by Amec Foster
Wheeler prior to its acquisition by the Group. The Group had
recognised legacy provisions which comprised many individually
immaterial provisions relating to a large number of contracts and
exposures. The Group manages its exposure to these liabilities
within Investment Services. During the year, legacy provisions were
utilised or released as claims were closed out or due to the expiry
of indemnity time periods where no claims had been received,
meaning that the likelihood of an outflow was no longer
probable.
The balance of project related provisions relates to a number of
provisions which are not individually material or significant.
21. Deferred tax
Deferred tax is calculated in full on temporary differences
under the liability method using the tax rate applicable to the
territory in which the asset or liability has arisen. The Group has
provided deferred tax in relation to UK companies at 25% (2020:
19%). The movement on the deferred tax account is shown below:
(Asset)/liability
As at 1 As at 31
January Income December
2021 statement OCI Other 2021
$m $m $m $m $m
Accelerated
capital allowances (24.5) (2.0) 0.3 (0.6) (26.8)
Intangibles 259.3 (14.6) (1.3) (3.1) 240.3
Pension 34.5 24.9 4.2 - 63.6
Share based
charges (2.3) 0.1 - (0.1) (2.3)
Other temporary
differences 10.7 (16.1) 2.7 (0.6) (3.3)
Provisions (96.8) 42.8 2.5 0.8 (50.7)
Unremitted
earnings 40.3 (18.8) 0.2 - 21.7
Deferred interest
deduction (63.3) 8.6 0.5 - (54.2)
Losses (149.3) (45.2) 1.4 1.6 (191.5)
Total 8.6 (20.3) 10.5 (2.0) (3.2)
As at 1 As at 31
January Income December
2020 statement OCI Other 2020
$m $m $m $m $m
Accelerated
capital allowances 4.5 (23.0) (0.6) (5.4) (24.5)
Intangibles 273.4 (9.4) 2.2 (6.9) 259.3
Pension 61.1 7.0 (33.6) - 34.5
Share based
charges (6.2) 3.7 0.1 0.1 (2.3)
Other temporary
differences 2.9 3.2 (0.5) 5.1 10.7
Provisions (132.8) 38.5 (2.4) (0.1) (96.8)
Unremitted
earnings 41.8 (1.8) 0.3 - 40.3
Tax credits 0.8 (1.6) - 0.8 -
Deferred interest
deduction (42.7) (19.5) (1.1) - (63.3)
Losses (201.5) 54.1 (1.4) (0.5) (149.3)
Total 1.3 51.2 (37.0) (6.9) 8.6
Deferred tax is presented in the financial statements as
follows:
2021 2020
$m $m
Deferred tax assets (75.7) (80.4)
Deferred tax liabilities 72.5 89.0
Net deferred tax (asset)/liability (3.2) 8.6
No deferred tax liability has been recognised in respect of
$19,607.7m (2020: $19,807.9m) of unremitted reserves of
subsidiaries because the Group is in a position to control the
timing of the reversal of the temporary difference and it is not
probable that such differences will reverse in the foreseeable
future. The amount of unrecognised deferred tax liabilities in
respect of these unremitted reserves is estimated to be $55.6m
(2020: $35.2m).
The deferred tax balances are analysed below.
31 December 2021
Deferred
Accelerated Share Other interest
capital based temporary Unremitted deduction Losses
allowances $m Intangibles $m Pension $m charges $m differences $m Provisions $m earnings $m $m $m Netting $m Total $m
Deferred tax
assets (34.8) (133.2) (1.5) (2.3) (46.8) (50.7) - (54.2) (191.5) 439.3 (75.7)
Deferred tax
liabilities 8.0 373.5 65.1 - 43.5 - 21.7 - - (439.3) 72.5
Net (26.8) 240.3 63.6 (2.3) (3.3) (50.7) 21.7 (54.2) (191.5) - (3.2)
Included in the $191.5m of deferred tax assets in respect of
losses is an amount of $42.2m relating to the UK tax group which
has sufficient deferred tax liabilities to offset, and $129.4m
relating to the US tax group of which $32.7m is recognised based on
forecast profits of the US business, the balance is supported by
deferred tax liabilities.
31 December 2020
Deferred
Accelerated Share Other interest
capital based temporary Unremitted deduction
allowances $m Intangibles $m Pension $m charges $m differences $m Provisions $m earnings $m $m Losses $m Netting $m Total $m
Deferred tax
assets (29.6) (137.2) (1.4) (2.3) (60.9) (96.8) - (63.3) (149.3) 460.4 (80.4)
Deferred tax
liabilities 5.1 396.5 35.9 - 71.6 - 40.3 - - (460.4) 89.0
Net (24.5) 259.3 34.5 (2.3) 10.7 (96.8) 40.3 (63.3) (149.3) - 8.6
The expiry dates of unrecognised gross deferred tax assets
carried forward are as follows:
Deductible temporary
Tax losses differences Total
31 December 2021 $m $m $m
Expiring within 5 years 676.0 128.1 804.1
Expiring within 6-10 years - 34.5 34.5
Expiring within 11-20 years 270.8 - 270.8
Unlimited 5,720.4 931.5 6,651.9
6,667.2 1,094.1 7,761.3
Deductible temporary
Tax losses differences Total
31 December 2020 $m $m $m
Expiring within 5 years 725.3 143.8 869.1
Expiring within 6-10 years - 34.6 34.6
Expiring within 11-20 years 308.8 - 308.8
Unlimited 5,630.4 849.0 6,479.4
6,664.5 1,027.4 7,691.9
22. Share based charges
The Group currently has a number of share schemes that give rise
to equity settled share based charges. These are the Executive
Share Option Scheme ('ESOS'), the Long Term Plan ('LTP'), the
Employee Share Plan ('ESP') and the Share Incentive Plan ('SIP').
The charge to operating profit for these schemes for the year
amounted to $22.1m (2020: $24.3m) and is included in administrative
expenses with the corresponding credit included in retained
earnings.
Long Term Plan
The Group's Long-Term Plan ('LTP') was introduced in 2013. There
are two distinct awards made under the LTP. Awards to senior
management are made based on achievement of performance measures,
these being total shareholder return, gross margin, overhead
improvement, EBITDA margin, revenue growth and ESG targets
including reducing carbon emissions and leadership gender
diversity. Participants may be granted conditional share awards or
nil cost options at the start of the cycle. Where performance
applies, this is measured over a three year period and up to 80% of
an award may vest based on the performance over that period. The
vesting of at least 20% of any award is normally deferred for a
further period of at least two years. Nil value share options may
also be awarded under the LTP.
Performance based awards
Details of the LTP awards are set out in the table below. The
charge for market related performance targets has been calculated
using a Monte Carlo simulation model taking account of share price
volatility against peer group companies, risk free rate of return,
dividend yield and the expected lifetime of the award. Further
details of the LTP are provided in the Directors' Remuneration
Report.
Cycle Performance Fair value Awards outstanding Awards outstanding
period of award 31 December 31 December
2021 2020
8 2015-17 GBP5.95 - 12,232
11 2018-20 GBP6.67 773,800 3,613,460
12 2019-21 GBP5.69 5,085,975 5,383,090
13 2020-22 GBP3.64 7,943,623 8,442,322
14 2021-23 GBP3.17 9,448,976 -
23,252,374 17,451,104
9,885,096 awards were made during the year, 183,895 awards
accrued in respect of dividends, 1,257,013 awards were exercised
during the year and 3,010,708 awards lapsed or were cancelled due
to performance targets not being achieved.
The awards outstanding under cycle 11 represent 100% of the
deferred award for directors and 20% of the award for all other
participants at vesting which is deferred for two years.
Further details on the LTP are provided in the Directors'
Remuneration Report.
ESOS
For the purposes of calculating the fair value of the share
options, a Black-Scholes option pricing model has been used. Based
on past experience, it has been assumed that options will be
exercised, on average, six months after the earliest exercise date,
which is four years after grant date, and a lapse rate of 25% has
been assumed. The share price volatility used in the calculation of
40% is based on the actual volatility of the Group's shares as well
as that of comparable companies. The risk-free rate of return is
based on the implied yield available on zero coupon gilts with a
term remaining equal to the expected lifetime of the options at the
date of grant.
Share options
A summary of the basis for the charge for ESOS and LTP options
is set out below together with the number of options granted,
exercised and lapsed during the year.
ESOS LTP and deferred
bonus
2021 2020 2021 2020
Number of participants 400 400 85 85
Lapse rate 25% 25% 10% 10%
Risk free rate of return
on grants during year N/A N/A 0.43% 0.27%
Share price volatility 40% 40% 40% 40%
Dividend yield on grants
during year N/A N/A 0% 5.06%
Fair value of options N/A N/A GBP2.30-GBP2.48 GBP3.15-GBP3.57
granted during year
Weighted average remaining 1.4 years 2.2 years 2.4 years 1.7 years
contractual life
Options outstanding
1 January 1,991,512 2,317,065 2,060,519 2,100,200
Options granted during
the year - - 2,134,000 1,176,834
Options exercised during
the year - (5,419) (891,340) (1,184,884)
Options lapsed during
the year (451,224) (320,134) (50,001) (52,367)
Dividends accrued on
options - - 31,090 20,736
Options outstanding
31 December 1,540,288 1,991,512 3,284,268 2,060,519
No. of options exercisable
at 31 December 1,487,538 1,991,512 219,300 93,932
Weighted average share
price of options exercised N/A
during year GBP4.12 GBP2.45 GBP1.74
Executive Share Option Schemes
The following options to subscribe for new or existing shares
were outstanding at 31 December:
Number of ordinary
Year of Grant shares under option
2021 2020 Exercise price
(per share) Exercise period
2011 - 212,635 529 1/2 p 2015-2021
2012 338,788 406,877 680 1/2 p 2016-2022
2013 622,000 707,000 8451/3p 2017-2023
2014 579,500 665,000 7672/3p 2018-2024
1,540,288 1,991,512
Share options are granted at an exercise price equal to the
average mid-market price of the shares on the three days prior to
the date of grant.
Nil value share options
The following options granted under the Group's LTP were
outstanding at 31 December:
Number of ordinary
shares under option
Year of Grant 2021 2020 Exercise price Exercise
(per share) period
2016 - 29,792 0.00p 2020-2021
2017 - - 0.00p 2019-2020
2017 110,000 367,083 0.00p 2021-2022
2018 - 4,461 0.00p 2020-2021
2018 189,970 227,365 0.00p 2022-2023
2019 - 50,000 0.00p 2020-2021
2019 109,300 490,462 0.00p 2021-2022
2019 - 2,500 0.00p 2023-2024
2020 765,998 883,856 0.00p 2022-2023
2020 5,000 5,000 0.00p 2023-2024
2021 100,000 - 0.00p 2023-2024
2021 2,004,000 - 0.00p 2025-2026
3,284,268 2,060,519
Options are granted under the Group's LTP at nil value. There
are no performance criteria relating to the exercise of the
options. Further details on the LTP are provided in the Directors'
Remuneration Report.
Employee share plan
The Group introduced the ESP in 2016. Under the plan employees
contribute regular monthly amounts which are used to purchase
shares over a one-year period. At the end of the year, the
participating employees are awarded one free share for every two
shares purchased, providing they remain in employment for a further
year. During 2021, 1,537,990 shares were awarded in relation to the
ESP, of which 433,118 and 1,104,872 shares related to the 2020/21
and 2021/22 schemes respectively.
Share incentive plan
The Group introduced the SIP in 2021. Under the plan, which is
recognised by HM Revenue and Customs, employees contribute regular
monthly amounts of up to GBP150 per month to purchase shares. The
participating employees are awarded one free share for every two
purchased, provided that they hold the purchased shares for 3 years
and remain in employment. During 2021, 212,436 matching shares were
awarded.
23. Share capital
Ordinary shares of 4 (2) /(7)
pence each (2020: 4 (2) /(7) pence) 2021 2020
Authorised, issued and fully paid shares $m shares $m
At 1 January 688,339,369 41.1 684,939,369 40.9
Allocation of new shares to employee
share trusts 3,500,000 0.2 3,400,000 0.2
At 31 December 691,839,369 41.3 688,339,369 41.1
Holders of ordinary shares are entitled to receive any dividends
declared by the Company and are entitled to vote at general
meetings of the Company.
24. Share premium
2021 2020
$m $m
At 1 January and 31 December 63.9 63.9
The shares allocated to the trust during the year were issued at
4(2) /(7) pence (2020: 4(2) /(7) pence).
25. Retained earnings
2021 2020
$m $m
At 1 January 1,455.2 1,806.4
Loss for the year attributable to owners of the parent (139.5) (229.5)
Credit relating to share based charges (note 22) 22.1 24.3
Re-measurement loss on retirement benefit liabilities
(note 32) 83.3 (178.7)
Movement in deferred tax relating to retirement benefit
liabilities (9.5) 36.8
Shares allocated to employee share trusts (0.2) (0.2)
Deferred tax impact of rate change in equity 4.5 (1.3)
Tax on derivative financial instruments (3.4) 1.6
Other tax movements in equity (0.1) (0.7)
Exchange movements in respect of shares held by employee
share trusts 1.1 (3.5)
Purchase of shares by employee share trusts for the
Share Incentive Plan (SIP) 1.5 -
At 31 December 1,415.0 1,455.2
Retained earnings are stated after deducting the investment in
own shares held by employee share trusts. No options have been
granted over shares held by the employee share trusts (2020:
nil).
Shares held by employee share trusts
2021 2020
Shares $m Shares $m
Balance 1 January 15,006,961 112.8 13,678,914 109.1
New shares allocated 3,500,000 0.2 3,400,000 0.2
Shares issued to satisfy option exercises (870,503) - (1,369,582) -
Shares issued to satisfy awards under Long Term Incentive Plan (1,257,013) - (49,960) -
Shares issued to satisfy awards under Employee Share Plan (1,383,506) - (652,199) -
Shares issued to satisfy awards under Share Incentive Plan (637,925) - - -
Other share transactions - - (212) -
Exchange movement - (1.1) - 3.5
Balance 31 December 14,358,014 111.9 15,006,961 112.8
Shares acquired by the employee share trusts are purchased in
the open market using funds provided by John Wood Group PLC to meet
obligations under the Employee Share Option Schemes and LTP. Shares
are allocated to the employee share trusts in order to satisfy
future option exercises at various prices.
The costs of funding and administering the trusts are charged to
the income statement in the period to which they relate. The market
value of the shares at 31 December 2021 was $37.1m (2020: $63.6m)
based on the closing share price of GBP1.91 (2020: GBP3.10) and
closing exchange rate of 1.3545 (2020: 1.3669). The employee share
trusts have waived their rights to receipt of dividends on ordinary
shares.
26. Merger reserve
2021 2020
$m $m
At 1 January and 31 December 2,540.8 2,540.8
On 6 October 2017, 294,510,217 new shares were issued in
relation to the acquisition of Amec Foster Wheeler Group. As the
acquisition resulted in the Group securing 90% of Amec Foster
Wheeler's share capital, the acquisition qualified for merger
relief under section 612 of the Companies Act 2006 and the premium
arising on the issue of the shares was credited to a merger reserve
rather than the share premium account.
In November 2019, John Wood Group PLC (the Company) sold its
investment in Amec Foster Wheeler Limited and other subsidiaries to
another subsidiary company, John Wood Group Holdings Limited for
$2,815.2m in exchange for a promissory note. To the extent that the
promissory note is settled by qualifying consideration, the related
portion of the merger reserve is considered realised and becomes
available for distribution.
27. Other reserves
Capital Capital Currency
reduction redemption translation Hedging
reserve reserve reserve reserve Total
$m $m $m $m $m
At 1 January 2020 88.1 439.7 (551.3) (9.7) (33.2)
Cash flow hedges - - - (8.0) (8.0)
Exchange movement on
retranslation of foreign
operations - - 92.9 - 92.9
Exchange movement on
disposal of foreign operations - - 17.3 - 17.3
At 31 December 2020 88.1 439.7 (441.1) (17.7) 69.0
Cash flow hedges - - - 7.9 7.9
Exchange movement on
retranslation of foreign
operations - - (56.3) - (56.3)
Exchange movement on
disposal of foreign operations - - 0.4 - 0.4
At 31 December 2021 88.1 439.7 (497.0) (9.8) 21.0
The capital reduction reserve was created subsequent to the
Group's IPO in 2002 and is a distributable reserve.
The capital redemption reserve was created following a share
issue that formed part of a return of cash to shareholders in 2011.
This is not a distributable reserve.
The currency translation reserve relates to the retranslation of
foreign currency net assets on consolidation. This was reset to
zero on transition to IFRS at 1 January 2004. The movement during
the year relates to the retranslation of foreign operations,
including goodwill and intangible assets recognised on
acquisition.
The hedging reserve relates to the accounting for derivative
financial instruments under IFRS 9. Fair value gains and losses in
respect of effective cash flow hedges are recognised in the hedging
reserve.
28. Non-controlling interests
2021 2020
$m $m
At 1 January 2.8 5.5
Share of profit for the year 4.0 1.4
Dividends paid to non-controlling interests (2.7) (4.9)
Transactions with non-controlling interests (0.8) 0.8
At 31 December 3.3 2.8
29. Cash generated from operations
2021 2020
Note $m $m
Reconciliation of loss before tax to cash generated
from operations:
Loss before tax from continuing operations (80.6) (148.6)
Finance income (3.3) (13.4)
Finance expense 116.2 129.1
Operating profit/(loss) from continuing operations 32.3 (32.9)
Less share of post-tax profit from joint ventures (31.5) (33.6)
0.8 (66.5)
Adjustments for:
Depreciation 10 34.9 38.9
Depreciation on right of use assets 11 101.9 125.4
Gain on disposal of leases (1.0) -
(Gain)/loss on disposal of property plant and
equipment 4 (10.0) 8.0
Impairment of property, plant and equipment 10 4.0 -
Impairment of right of use assets 11 2.0 -
Gain on disposal of businesses 30 - (58.4)
Gain on disposal of investment in joint ventures 30 (14.4) (0.7)
Amortisation of intangible assets 9 189.9 225.5
Share based charges 22 22.1 24.3
Decrease in provisions 20 (75.6) (45.4)
Dividends from joint ventures 12 26.3 29.6
Exceptional items - non-cash impact 1 126.2 205.1
Changes in working capital (excluding effect
of acquisition and divestment of subsidiaries)
Decrease in inventories 0.1 0.9
(Increase)/decrease in receivables (70.1) 504.2
Decrease in payables (326.1) (627.1)
Exchange movements 2.9 (17.6)
Cash generated from operations 13.9 346.2
Analysis of net debt
At 1 January 2021 Cash Exchange movements At 31 December
flow Other 2021
2021 $m $m $m $m $m
Short term borrowings (315.3) 33.5 - (0.1) (281.9)
Long term borrowings (1,296.5) (329.3) 12.1 (0.4) (1,614.1)
(1,611.8) (295.8) 12.1 (0.5) (1,896.0)
Cash and cash equivalents 585.0 (77.0) - (5.0) 503.0
Restricted cash 12.5 (12.5) - - -
Net debt excluding leases (1,014.3) (385.3) 12.1 (5.5) (1,393.0)
Leases (541.4) 167.6 (80.2) 4.2 (449.8)
Net debt including leases (1,555.7) (217.7) (68.1) (1.3) (1,842.8)
At 1 January 2020 Cash Exchange movements At 31 December
flow Other 2020
2020 $m $m $m $m $m
Short term borrowings (1,752.7) 1,438.4 - (1.0) (315.3)
Long term borrowings (1,573.2) 277.5 0.3 (1.1) (1,296.5)
(3,325.9) 1,715.9 0.3 (2.1) (1,611.8)
Cash and cash equivalents 1,847.0 (1,289.6) - 27.6 585.0
Cash included in assets held for sale (see
note 30) 54.9 (54.9) - - -
Restricted cash - 12.5 - - 12.5
Net debt excluding leases (1,424.0) 383.9 0.3 25.5 (1,014.3)
Leases (583.3) 188.4 (137.2) (9.3) (541.4)
Net debt including leases (2,007.3) 572.3 (136.9) 16.2 (1,555.7)
Other movements of $68.1m (2020: $136.9m) relate to lease
additions of $70.5m (2020: $124.5m), interest expense related to
lease liabilities of $20.3m (2020: $30.1m), offset by disposals of
$10.6m (2020: $17.4m). The non-cash movement in the lease liability
of $80.2m (2020: $137.2m) was offset by the movement in unamortised
bank fees of $12.1m (2020: $0.3m).
30. Acquisitions and divestments
Contingent consideration payments of $nil (2020: $21.0m) were
made during the year in respect of acquisitions made in prior
periods. Total deferred and contingent consideration outstanding at
31 December 2021 amounted to $nil (2020: $nil). See note 19.
Divestments
During 2021, the Group disposed of its joint venture interest in
Sulzer Wood Limited. The assets and liabilities disposed of are set
out in the table below:
2021
$m
Investment 4.5
Net assets disposed 4.5
Post-acquisition translation reserve (0.4)
Cash received 19.3
Gain on disposal (see note 5) 14.4
The cash inflow in respect of these disposals is analysed
below.
$m
Gross proceeds received 19.3
Disposal costs paid -
Cash inflow 19.3
31. Employees and directors
2021 2020
Employee benefits expense $m $m
Wages and salaries 2,827.5 3,020.0
Social security costs 211.7 231.6
Pension costs - defined benefit schemes (note 32) 3.7 1.1
Pension costs - defined contribution schemes (note
32) 104.6 122.9
Share based charges (note 22) 22.1 24.3
3,169.6 3,399.9
Average monthly number of employees (including 2021 2020
executive directors) No. No.
By geographical area:
UK 5,491 6,240
US 10,926 13,400
Rest of the World 19,062 19,808
35,479 39,448
The average number of employees excludes contractors and
employees of joint venture companies.
2021 2020
Key management compensation $m $m
Salaries and short-term employee benefits 10.3 5.8
Amounts receivable under long-term incentive schemes 0.2 -
Social security costs 1.1 0.6
Post-employment benefits 0.2 0.2
Share based charges 3.6 4.9
15.4 11.5
Key management compensation represents the charge to the income
statement in respect of the remuneration of the Group board and
Group Executive Leadership Team ('ELT') members. At 31 December
2021, key management held 0.1% of the voting rights of the
company.
2021 2020
Directors $m $m
Aggregate emoluments 3.3 2.5
Aggregate amounts receivable under long-term incentive
schemes 0.1 -
Aggregate gains made on the exercise of share options 0.2 0.1
Share based charges 1.4 1.8
5.0 4.4
At 31 December 2021, one director (2020: one) had retirement
benefits accruing under a defined contribution pension plan and no
directors (2020: none) had benefits accruing under a defined
benefit pension scheme. Further details of directors' emoluments
are provided in the Directors' Remuneration Report.
32. Retirement benefit schemes
The Group operates a number of defined benefit pension schemes
which are largely closed to future accrual. The assets of the
defined benefits schemes are held separately from those of the
Group, being invested with independent investment companies in
trustee administered funds. The trustees of the pension schemes are
required by law to act in the best interests of the scheme
participants and are responsible for setting certain policies (such
as investment, contribution and indexation policies) for the
schemes.
At 31 December 2021, the largest schemes by gross obligation are
the Wood Pension Plan ('WPP'), the Foster Wheeler Inc Salaried
Employees Pension Plan ('FW Inc SEPP') and the Foster Wheeler Inc
Pension Plan for Certain Employees ('FW Inc PPCE').
The scheme valuations are based on the membership data contained
within the triennial valuation of Wood Pension Plan as at 31 March
2020, and the valuation of the Foster Wheeler Inc SEPP/PPCE as at 1
January 2020. The scheme valuations have been updated by the
schemes' actuaries for the requirement to assess the present value
of the liabilities of the schemes as at 31 December 2021. The
assets of the schemes are stated at their aggregate market value as
at 31 December 2021.
Management have considered the requirements of IFRIC 14, 'The
Limit on a Defined Benefit Asset, Minimum Funding Requirements and
their Interaction' and consider it is appropriate to recognise the
IAS 19 surplus in the Wood Pension Plan. The rules governing these
schemes provide an unconditional right to a refund assuming the
gradual settlement of the scheme's liabilities over time until all
members have left the schemes.
Scheme membership at the date of the most recent scheme census
was as follows:
2021 2021 2021 2020 2020 2020
Wood FW FW Wood FW FW
Pension Inc Inc Pension Inc Inc
Plan SEPP PPCE Plan SEPP PPCE
Active members 494 48 38 494 56 45
Deferred members 8,313 453 653 8,313 497 681
Pensioner members 10,149 2,305 857 10,149 2,342 843
Active members includes deferred members still employed but not
actively contributing to the scheme.
The principal assumptions made by the actuaries at the balance
sheet date were:
2021 2021 2021 2020 2020 2020
Wood FW FW Wood FW FW
Pension Inc Inc Pension Inc Inc
Plan SEPP PPCE Plan SEPP PPCE
% % % % % %
Discount rate 1.8 2.6 2.6 1.4 2.1 2.1
Rate of increase in
pensions in payment
and deferred pensions 3.1 N/A N/A 2.7 N/A N/A
Rate of retail price
index inflation 3.3 N/A N/A 2.9 N/A N/A
Rate of consumer price
index inflation 2.8 N/A N/A 2.4 N/A N/A
The mortality assumptions used to determine pension liabilities
in the main schemes at 31 December 2021 were as follows -
Scheme Mortality assumption
Wood Pension Plan Scheme specific table with CMI 2020 (Sk =7.5)
projections and a long-term rate of improvement
of 1.25% pa
FW Inc SEPP and FW Pri-2012 Employee and Annuitant tables for
Inc PPCE males and females with generational projection
using Scale MP-2021 with no collar adjustments
The mortality tables use data appropriate to each of the Group's
schemes adjusted to allow for expected future improvements in
mortality using the latest projections.
Assumptions regarding future mortality are based on published
statistics and the latest available mortality tables. The CMI's
latest mortality projections model, 'CMI 2020', published in March
2021, does not place any weight on Covid-19 pandemic mortality data
and so continues to assume mortality rates improve in the short to
medium term. The Group, in conjunction with the schemes' actuaries,
continues to monitor the impact of the pandemic on these
assumptions and has reserved any adjustment for future reporting
periods when appropriate pandemic experience can be observed. Any
potential future adjustment is likely to reflect mortality rates
being elevated due to the adverse impact of the pandemic and will
reduce the defined benefit obligation.
For the schemes referred to above the assumed life expectancies
are shown in the following table:
2021 2021 2021 2020 2020 2020
Wood FW FW Wood FW FW
Pension Inc Inc Pension Inc Inc
Plan SEPP PPCE Plan SEPP PPCE
Life expectancy at
age 65 of male aged
45 24.1 22.0 22.0 24.1 21.9 21.9
Life expectancy at
age 65 of male aged
65 22.8 20.5 20.5 22.7 20.4 20.4
Life expectancy at
age 65 of female aged
45 25.5 23.9 23.9 25.5 23.8 23.8
Life expectancy at
age 65 of female aged
65 24.0 22.5 22.5 24.0 22.4 22.4
The amounts recognised in the income statement are as
follows:
2021 2020
$m $m
Current service cost 3.7 1.1
Past service (credit)/cost (4.8) 4.1
Total (income)/expense included within operating
profit (1.1) 5.2
Interest cost 69.0 86.1
Interest income on scheme assets (69.2) (89.9)
Total included within finance income (0.2) (3.8)
The amounts recognised in the balance sheet are determined as
follows:
2021 2020
$m $m
Present value of funded obligations (4,626.6) (4,779.9)
Fair value of scheme assets 4,811.5 4,844.3
Net surplus 184.9 64.4
Changes in the present value of the defined benefit liability
are as follows:
2021 2020
$m $m
Present value of funded obligations at 1 January 4,779.9 4,233.7
Current service cost 3.7 1.1
Past service (credit)/cost (4.8) 4.1
Interest cost 69.0 86.1
Contributions - -
Re-measurements:
- actuarial (gains)/losses arising from changes
in financial assumptions (73.0) 504.1
- actuarial losses arising from changes in demographic
assumptions 35.7 29.1
- actuarial losses/(gains) arising from changes
in experience 53.6 (16.9)
Benefits paid (201.6) (209.2)
Exchange movements (35.9) 147.8
Present value of funded obligations at 31 December 4,626.6 4,779.9
Changes in the fair value of scheme assets are as follows:
2021 2020
$m $m
Fair value of scheme assets at 1 January 4,844.3 4,474.7
Interest income on scheme assets 69.2 89.9
Contributions 50.1 15.2
Benefits paid (201.6) (209.2)
Re-measurement gains on scheme assets 99.6 337.6
Expenses paid (9.4) (10.0)
Exchange movements (40.7) 146.1
Fair value of scheme assets at 31 December 4,811.5 4,844.3
Analysis of the movement in the balance sheet surplus:
2021 2020
$m $m
Surplus at 1 January 64.4 241.0
Current service cost (3.7) (1.1)
Past service credit/(cost) 4.8 (4.1)
Finance income 0.2 3.8
Contributions 50.1 15.2
Re-measurement gains/(losses) recognised in the
year 83.3 (178.7)
Expenses paid (9.4) (10.0)
Exchange movements (4.8) (1.7)
Surplus at 31 December 184.9 64.4
The net surplus at 31 December is presented in the Group balance
sheet as follows -
2021 2020
$m $m
Wood Pension Plan 259.6 188.8
Retirement benefit scheme surplus 259.6 188.8
Foster Wheeler Inc SEPP/PPCE (43.1) (83.1)
All other schemes (31.6) (41.3)
Retirement benefit scheme deficit (74.7) (124.4)
Net surplus 184.9 64.4
For the principal schemes the defined benefit obligation can be
allocated to the plan participants as follows:
2021 2021 2021 2020 2020 2020
Wood FW FW AFW FW FW
Pension Inc Inc Pension Inc Inc
Plan SEPP PPCE Plan SEPP PPCE
% % % % % %
Active members 6.4 4.6 2.3 6.3 4.6 2.7
Deferred members 45.0 22.1 17.6 43.5 20.2 20.2
Pensioner members 48.6 73.3 80.1 50.2 75.2 77.1
The weighted average duration of the defined benefit obligation
is as follows:
2021 2021 2021 2020 2020 2020
Wood FW FW AFW FW FW
Pension Inc Inc Pension Inc Inc
Plan SEPP PPCE Plan SEPP PPCE
years years years years years years
Duration of defined
benefit obligation 17.0 9.5 9.1 18.0 9.6 9.8
The major categories of scheme assets as a percentage of total
scheme assets are as follows:
2021 2021 2021 2020 2020 2020 2021 2020
Wood FW FW Wood FW FW Quoted Quoted
Pension Inc Inc Pension Inc Inc on active on active
Plan SEPP PPCE Plan SEPP PPCE market market
% % % % % % % %
Equities 10.7 54.4 59.7 14.5 60.0 60.0 97.4 100.0
Property 2.6 - - 5.8 - - - -
Bonds (including gilts) 84.8 44.6 39.3 77.0 40.0 40.0 99..9 99.8
Cash 2.8 1.0 1.0 2.3 - - 100.0 100.0
Other (0.9) - - 0.4 - - - -
100.0 100.0 100.0 100.0 100.0 100.0 n/a n/a
As at 31 December 2021, 98.0% (2020: 94.1%) of total scheme
assets in the principal schemes have quoted prices in active
markets.
The Group seeks to fund its pension plans to ensure that all
benefits can be paid as and when they fall due. It has agreed
schedules of contributions with the UK plans' trustees and the
amounts payable are dependent on the funding level of the
respective plans. The US plans are funded to ensure that statutory
obligations are met and contributions are generally payable to at
least minimum funding requirements.
The Coronavirus Aid, Relief and Economic Security (CARES) Act
and the American Rescue Plan Act of 2021 (ARPA) has provided the
Group with funding relief on US pension schemes through changes in
the assumptions used to determine the ongoing Required Minimum
Contributions. This relief has eliminated $10.3m of 2021 cash
contributions and is expected to eliminate $13.6m of 2022
contributions based on US Treasury guidance.
No changes to future contribution levels have been agreed for
the Wood Pension Plan.
Total contributions expected to be paid during the financial
year ending 31 December 2022 amount to $43.4m (2020: $45.2m for the
financial year ending 31 December 2021).
Scheme risks
The retirement benefit schemes are exposed to a number of risks,
the most significant of which are -
Volatility
The defined benefit obligation is measured with reference to
corporate bond yields and if scheme assets underperform relative to
this yield, this will create a deficit, all other things being
equal. The scheme investments are well diversified such that the
failure of a single investment would not have a material impact on
the overall level of assets.
Changes in bond yields
A decrease in corporate bond yields will increase the defined
benefit obligation. This would however be offset to some extent by
a corresponding increase in the value of the scheme's bond asset
holdings.
Inflation risk
The majority of benefits in deferment and in payment are linked
to price inflation so higher actual inflation and higher assumed
inflation will increase the defined benefit obligation.
Life expectancy
The defined benefit obligation is generally made up of benefits
payable for life and so increases to members' life expectancies
will increase the defined benefit obligation, all other things
being equal.
Sensitivity of the retirement benefit obligation
The impact of changes to the key assumptions on the retirement
benefit obligation is shown below. The sensitivity is based on a
change in an assumption whilst holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in
some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method has been applied as when
calculating the pension obligation recognised in the Group balance
sheet.
Wood Wood FW FW FW FW
Pension Pension Inc Inc Inc Inc
Plan Plan SEPP SEPP PPCE PPCE
2021 2020 2021 2020 2021 2020
Approximate increase/(decrease) $m $m $m $m $m $m
on scheme liabilities
Discount rate
Plus 0.1% (68.4) (73.2) (1.0) (1.0) (1.8) (2.2)
70
Minus 0.1% .2 75.2 1.0 1.0 1.9 2.2
Inflation
Plus 0.1% 38.5 44.6 N/A N/A N/A N/A
Minus 0.1% (38.3) (44.5) N/A N/A N/A N/A
Life expectancy
Plus 1 year 196.4 194.2 4.3 4.6 8.9 10.0
Minus 1 year (192.2) (190.7) (4.2) (4.5) (8.9) (9.9)
The sensitivity analysis covering the impact of increases in
pensions is included in the inflation sensitivity in the above
table.
Defined contribution plans
Pension costs for defined contribution plans were as
follows:
2021 2020
$m $m
Defined contribution plans 104.6 122.9
There were no material contributions outstanding at 31 December
2021 in respect of defined contribution plans.
The Group operates a SERP pension arrangement in the US for
certain employees. During the year, the Group made contributions of
$0.1m (2020: $0.3m) to the arrangement. Contributions are invested
in a portfolio of US funds and the fair value of the funds at the
balance sheet date are recognised by the Group in other
investments. Investments held by the Group at 31 December amounted
to $75.9m (2020: $79.8m) and will be used to pay benefits when
employees retire. The corresponding liability is recorded in other
non-current liabilities.
33. Contingent liabilities
Cross guarantees
At the balance sheet date, the Group had cross guarantees
without limit extended to its principal bankers in respect of sums
advanced to subsidiaries.
Legal Claims
From time to time, the Group is notified of claims in respect of
work carried out. For a number of these claims the potential
exposure is material. Where management believes we are in a strong
position to defend these claims no provision is made. This includes
a civil administrative determination, which we believe to be
without legal or factual merit, made by the ContralorÃa General de
la República de Colombia against two Amec Foster Wheeler
subsidiaries, along with 22 others, in relation to work carried out
for Refineria de Cartagena, S.A ("Reficar") between 2009 and 2016.
At any point in time there are a number of claims where it is too
early to assess the merit of the claim, and hence it is not
possible to make a reliable estimate of the potential financial
impact.
Investigations
Following the settlement of the various regulatory
investigations described in Note 20, it remains possible that there
may be other adverse consequences for the Group's business
including actions by authorities in other jurisdictions. At this
time, these consequences and likelihood cannot be reliably
estimated, and therefore no provision has made in respect of them
in the financial statements.
Employment claims
In October 2021 the Group received assessments from HMRC into
the historical application of employer's National Insurance
Contributions to workers on the UK Continental Shelf. We believe it
is more likely than not that we will be able to defend this
challenge and therefore as a result do not expect that it is
probable a liability will arise. The maximum potential exposure to
the Group in relation to tax and interest should we be unsuccessful
in our position is approximately $31m.
Indemnities and retained obligations
The Group has agreed to indemnify certain third parties relating
to businesses and/or assets that were previously owned by the Group
and were sold to them. Such indemnifications relate primarily to
breach of covenants, breach of representations and warranties, as
well as potential exposure for retained liabilities, environmental
matters and third party claims for activities conducted by the
Group prior to the sale of such businesses and/or assets. We have
established provisions for those indemnities in respect of which we
consider it probable that there will be a successful claim, to the
extent such claim is quantifiable. We do not expect indemnities or
retained obligations for which a provision has not been established
to have a material impact on the Group's financial position,
results of operations or cash flows.
Tax planning
HMRC have challenged the deductibility of certain interest
expenses previously considered as part of the EU State Aid
investigation into the UK controlled foreign company regime. HMRC
are currently at the information gathering stage. We believe that
the interest deductions have been appropriately taken in line with
tax legislation and guidance and therefore do not expect any
outflow as a result, however we continue to monitor case law in the
area and will consider the challenges of HMRC when raised. The
maximum potential exposure to the Group including interest in
relation to the interest deductions is approximately $39m.
34. Capital and other financial commitments
2021 2020
$m $m
Contracts placed for future capital expenditure
not provided in the financial statements 119.9 112.6
The capital expenditure above relates to property plant and
equipment and software costs.
35. Related party transactions
The following transactions were carried out with the Group's
joint ventures. These transactions comprise sales and purchases of
goods and services and funding provided in the ordinary course of
business. The receivables include loans to joint venture
companies.
2021 2020
$m $m
Sale of goods and services to joint ventures 21.4 37.5
Purchase of goods and services from joint ventures 3.5 1.8
Receivables from joint ventures 13.1 18.0
Payables to joint ventures 0.4 1.2
Compensation of key management personnel includes salaries,
non-cash benefits and contributions to post retirement benefits
schemes disclosed in note 31.
The Group operates a number of defined benefit pension
arrangements and seeks to fund these arrangements to ensure that
all benefits can be paid as and when they fall due. The Group has
an agreed schedule of contributions with the UK plan's trustees
where amounts payable by the Group are dependent on the funding
level of the respective scheme. The US plans are funded to ensure
that statutory obligations are met and contributions are generally
payable to at least minimum funding requirements. Note 32 sets out
details of the Group's pension obligations under these
arrangements.
36. Post balance sheet events
The Board concluded in January 2022 that a sale of the Built
Environment business is the best option to deliver value for our
shareholders. Given the decision was made after the year end, this
is a non-adjusting post balance sheet event and so was not held for
sale at the balance sheet date. Once completed, the sale will
strengthen the balance sheet by reducing net debt. It is not
possible to estimate the impact on net assets and profit before tax
at the point of approval of these financial statements.
37. Subsidiaries, joint ventures and other related
undertakings
The Group's subsidiary and joint venture undertakings at 31
December 2021 are listed below. All subsidiaries are fully
consolidated in the financial statements. Ownership interests noted
in the table reflect holdings of ordinary shares.
Subsidiaries
Company Name Registered Address Ownership Interest %
Algeria
Regus Algeria, Tour Nord,, Centre Commercial et
Administratif de Bab Ezzouar,, Quartier
d'affaires
SARL Wood Group Algeria de Bab Ezzouar, Algeria Properties 100
PO Box 67, Elmalaha Road (Route des Salines),
Wood Group Somias SPA Elbouni, Annaba, Algeria 55
Angola
RuaKima Kienda, Edificio SGEP, 2nd Floor,
Apartment 16, Boavista District, Ingombota,
Luanda,
Production Services Network Angola Limitada Angola 49*
No 201, Rua Engenheiro Armindo de
Andrade,Bairro Miramar, Simbizanga, Luanda,
Wood Group Kianda Limitada Angola 41*
Argentina
Foster Wheeler E&C Argentina S.A. Paraguay 1866, Buenos Aires, Argentina 100
Pedro Molina 714, Provincia de Mendoza, Ciudad
ISI Mustang (Argentina) S.A. de Mendoza, Argentina 100
Wood Solar Argentina S.A.U. Tucuman 1 Floor 4, Buenos Aires, Argentina 100
Wood Wind Argentina S.A.U. Tucuman 1 Floor 4, Buenos Aires, Argentina 100
Australia
Level 7, 197 St Georges Terrace, Perth, WA,
Amec Foster Wheeler Australia Pty Ltd 6000, Australia 100
Level 7, 197 St Georges Terrace, Perth, WA,
Wood Australia Architecture Pty Ltd 6000, Australia 100
Level 1, 240 St Georges Terrace, Perth, WA
Aus-Ops Pty Ltd 6000, Australia 100
Level 1, 240 St Georges Terrace, Perth, WA
Innofield Services Pty Ltd 6000, Australia 100
Level 3, 171 Collins Street, Melbourne, VIC
RIDER HUNT INTERNATIONAL (AUSTRALIA) PTY LTD 3000, Australia 100
Level 1, 240 St Georges Terrace, Perth, WA
SVT Holdings Pty Ltd 6000, Australia 100
Level 3, 171 Collins Street ,Melbourne, VIC,
Wood Australia Pty Ltd 3000, Australia 100
Level 3, 171 Collins Street ,Melbourne, VIC,
Wood Field Services Pty Ltd 3000, Australia 100
Level 1, 240 St Georges Terrace, Perth, WA
Wood Group Australia PTY Ltd 6000, Australia 100
Level 1, 240 St Georges Terrace, Perth, WA
Wood Group Kenny Australia Pty Ltd 6000, Australia 100
Azerbaijan
AMEC Limited Liability Company 37 Khojali Street, Baku, AZ1025, Azerbaijan 100
Khojali Avenue,Building 37, Khatal District,
Wood Group PSN Azerbaijan LLC Baku, AZ1025, Azerbaijan 100
Bermuda
Clarendon House, 2 Church Street, Hamilton,
Foster Wheeler Ltd. HM-11, Bermuda 100
Clarendon House, 2 Church Street, Hamilton HM
FW Management Operations, Ltd. CX, Bermuda 100
Brazil
Centro Empresarial Ribeirao Office Tower, Av.
Braz Olaia Acosta, 727 - 18 andar - Sl. 1810,
Cep. 14026-404 - Jd. California, Ribeirao
Amec Foster Wheeler America Latina, Ltda. Preto, Sao Paulo, Brazil 100
Avenida das Americas, n 3.434, Bloco 2, salas
307 e 308, Centro Empresarial Mario Henrique
Simonsen, Barra da Tijuca, CEP 22.640-102,
Amec Foster Wheeler Brasil S.A. Brazil 100
Avenida das Americas, n 3.434, Bloco 2, salas
307 e 308, Centro Empresarial Mario Henrique
Simonsen, Barra da Tijuca, CEP 22.640-102,
AMEC Petroleo e Gas Ltda. Brazil 100
Rua Professor Moraes No. 476, Loja 5,
Sobreloja, Bairro Funcionarios, Belo
Horizonte, Minas
AMEC Projetos e Consultoria Ltda Gerais, 30150-370, Brazil 100
Alameda Santos, 1293, Room 63, Cerqueira
FW Industrial Power Brazil Ltda César, Sao Paulo, 01419-002, Brazil 100
Estrada Sao Jose do Mutum, 301 - Imboassica,
Cidade de Macae, Rio de Janeiro, CEP
Santos Barbosa Tecnica Comercio e Servicos 27973-030,
Ltda. Brazil 100
Rua Ministro Salgado Filho,119, Cavaleiros,
Cidade de Macae,CEP 27920-210, Estado do Rio
Wood Group Engineering and Production de
Facilities Brasil Ltda. Janeiro 100
Wood Group Kenny do Brasil Servicos de Rua Sete de Setembro, 54 - 4 andares, Centro,
Engenharia Ltda. Rio de Janeiro - RJ, CEP 20050-009, Brazil 100
Brunei Darussalam
Unit No.s 406A-410A, Wisma Jaya, Jalan
Pemancha, Bandar Seri Begawan BS8811, Brunei
Amec Foster Wheeler (B) SDN BHD Darussalam 100
Bulgaria
7th Floor, 9-11 Maria Louisa Blvd, Vazrazhdane
AMEC Minproc Bulgaria EOOD District, Sofia 1301, Bulgaria 100
Cameroon
Amec Foster Wheeler Cameroun SARL Cap Limboh, Limbe, BP1280, Cameroon 100
Canada
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P
2292127 Alberta Ltd. 0R3, Canada 100
Borden Ladner Gervais LLP, Centennial Place,
East Tower, 1900, 520 - 3rd Ave. S.W.,
Calgary,
Amec Foster Wheeler Canada Ltd. AB, T2P 0R3, Canada 100
900 AMEC Place, 801-6th Avenue S.W., Calgary,
Rider Hunt International (Alberta) Inc. AB, T2P 3W3, Canada 100
Wood Architectural Services Ltd. 133 Crosbie Road, St. John's, NL, A1B 1H3, 0**
Canada
1900, 520 - 3rd Avenue SW, Calgary, AB, T2P
Wood Canada Limited 0R3, Canada 100
900 AMEC Place, 801-6th Avenue S.W., Calgary,
Wood Geomatics Limited AB, T2P 3W3, Canada 49*
1900, 520 - 3rd Avenue SW, Calgary, AB, T2P
Wood Group Asset Integrity Solutions, Inc. 0R3, Canada 100
Borden Ladner Gervais LLP, Centennial Place,
East Tower, 1900, 520 - 3rd Ave. S.W.,
Calgary,
Wood Group Canada, Inc. AB, T2P 0R3, Canada 100
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P
Wood Solar Canada Ltd. 0R3, Canada 100
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P
Wood Wind Canada Ltd. 0R3, Canada 100
Cayman Islands
Codan Trust Company (Cayman) Limited, Cricket
Square, Hutchins Drive, PO Box 2681, George
FW Chile Holdings Ltd. Town, KY1-1111 100
Sterling Trust (Cayman) Limited, Whitehall
House, 238 North Church Street, George Town,
KY1-1102,
Wood Group O&M International, Ltd. Cayman Islands 100
Chile
AMEC CADE IngenierÃa y Desarrollo De Av. LarraÃn 5862, Piso 11, La Reina,
Proyectos Limitada Santiago 100
Amec Foster Wheeler International Ingenieria y Avenida Presidente Riesco 5335, Piso 8 Las
Construcción Limitada Condes 100
Amec Foster Wheeler Talcahuano, Camino A Ramuntcho 3230, Sector 4 Esquinas,
Operaciónes y Mantenciones Limitada Talcahuano, Chile 100
Calle Providencia 337, off. 7, Comuna de
ISI Mustang Chile SpA Providencia, Santiago, Chile 100
China
Amec Foster Wheeler Engineering & Consulting Room 204, Building 1, No. 1287, Shangcheng
(Shanghai) Co., Ltd Road, Pudong New District, Shanghai 100
3rd Floor, Gate 4, 153-10 Chuangxin Road,
Liaoning Province Pharmaceutical Planning and Hunnan District, Shenyang, Liaoning Province,
Designing Institution Co. Ltd. China 100
Shenyang Dongyu Youan Pharmaceutical Technology Gate 2, 8# Wulihe Street, Heping District,
Co. Ltd. Shenyang, Liaoning Province, China 76
Colombia
Carrera 11 A No. 96-51 5th floor, Bogota D.C.,
Wood Engineering & Consultancy Colombia S.A.S. Colombia 100
Cyprus
AMEC Overseas (Cyprus) Limited 1, Lampousas Street, 1095 Nicosia, Cyprus 100
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO
Box
WGPS International Limited 25549, Cyprus 100
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO
Box
Wood Group Angola Limited 25549, Cyprus 100
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO
Box
Wood Group Equatorial Guinea Limited 25549, Cyprus 100
Democratic Republic of Congo
32 Avenue 3Z, Commune de Kasuku, Ville de
MDM Engineering SPRL Kindu, Democratic Republic of Congo 100
Egypt
Foster Wheeler Petroleum Services S.A.E. Al-Amerya General Free Zone, Alexandria, Egypt 100
Equatorial Guinea
Baker Energy International Equatorial Guinea
S.A. Bioko, Island Region, Malabo 65
Hexagon Sociedad Anonima con Consejo de c/o Solege, Calle Kenia S/N, Malabo, Equatorial
Administracion Guinea 65
France
14, Place de la Coupole, Charenton-le-Pont,
Amec Foster Wheeler France S.A. France, 94220 100
Wood Group Engineering Services (France) SAS 6Pl de la Madeleine, 75008, Paris, France 100
Wood Group France SAS 108 rue de Longchamp 75116 Paris 100
Gabon
1.149, Republic Boulevard, CEDAM Building, 6th
Floor, Bali - Douala, Douala, PO Box 3586,
Production Services Network Gabon SARL Cameroon 100
Germany
Bauunternehmung Kittelberger GmbH i.L. Liebigstr. 1-3, Kaiserslautern, 67661, Germany 100
KIG Immobilien Beteiligungsgesellschaft mbH Hammstrasse 6, 04129 Leipzig, Germany 100
KIG Immobiliengesellschaft mbH & Co. KG Hammstrasse 6, 04129 Leipzig, Germany 100
Weserstrasse 4, Frankfurt am Main, 60329,
Wood E&IS GmbH Germany 100
Ghana
House Number 4, Momotse Avenue, Behind All
Saints Anglican Church, Adabraka, PO Box GP
1632,
Amec Foster Wheeler Operations Ghana Limited Accra, Greater Accra, Ghana 100
No 4 Momotsa Avenue, Behind All Saints Anglican
Wood & BBS Ghana Ltd Church, Adabraka, Accra, Ghana 80
Wood Group Ghana Limited 20 Jones Nelson Road, Adabraka, Accra, Ghana 49*
Greece
Amec Foster Wheeler Hellas Engineering and
Construction Societe Anonyme 15 Meandrou Street, Athens, 115 28, Greece 100
Guatemala
AMEC Guatemala Engineering and Consulting,
Sociedad Anonima Ciudad Guatemala, Guatemala 100
Guernsey
22 Havilland Street, St Peter Port, GY1 2QB,
AMEC Operations Limited Guernsey 100
PO Box 33, Maison Trinity, Trinity Square, St
Garlan Insurance Limited Peter Port, GY1 4AT, Guernsey 100
PO Box 119 Martello Court, Admiral Park, St
Wood Group Offshore Services Limited Peter Port, Guernsey, GY1 3HB, Guernsey 100
22 Havilland Street, St Peter Port, GY1 2QB,
Wood USA Holdings Limited Guernsey 100
Hong Kong
3806, Central Plaza, 18 Harbour Road, Wanchai,
AMEC Asia Pacific Limited Hong Kong 99
26/F Beautiful Group Tower, 77 Connaught Road
SgurrEnergy Hong Kong Limited Central, Hong Kong 100
India
307, Atlanta Estate, 3rd Floor, Hanuman Tekdil
Road Vitbhatti, Off. W.E. Highway, Goregaon
Ingenious Process Solutions Private Limited (East) Mumbai MH 400063 100
R9, F -3 RD W: B, P-214, B- Wing, Laxmikant
Apartment,Sitaram Keer Marg, Mahim, Mumbai,
400016,
Mustang Engineering India Private Limited India 100
Wood India Engineering & Projects Private 6th Floor, Zenith Building, Ascendas IT Park,
Limited CSIR Road, Taramani, Chennai 600 113, India 100
15th Floor Tower-B, Building No. 5, DLF Cyber
Wood Group Kenny India Private Limited City, ,HR, Phase III Gurgaon, 122002, India 100
5th Floor, Zenith Building, Ascendas IT Park,
Wood Group PSN India Private Limited CSIR Road, Taramani, Chennai, 600113, India 100
Indonesia
c/o 2020 Winston Park Drive, Suite 700,
PT AGRA Monenco Oakville, ON, L6H 6X7, Canada 100
Perkantoran Pulo mas Blok VII No. 2, Jl
Perintis Kemerdekaan, Pulo Gadung, Jakarta,
Timur,
PT Amec Foster Wheeler Indonesia Indonesia 55
Green Town Warehouse No. 2,
PT Australian Skills Training Bengkong-Batam-Indonesia, Indonesia 95
Perkantoran Pulo mas Blok VII No.2, Jl.
Perintis Kemerdekaan, Pulo Gadung, Jakarta
Timur 13260,
PT Foster Wheeler O&G Indonesia Indonesia 90
c/o 2020 Winston Park Drive, Suite 700,
PT Harding Lawson Indonesia Oakville, ON, L6H 6X7, Canada 100
c/o 2020 Winston Park Drive, Suite 7000,
PT Simons International Indonesia Oakville, Ontario, Canada 100
Gedung Perkantoran Prudential Centre, Kota
Kasablanka, Lantai 22, Unit A, J1, Cassablanca
Kav, 88 Kel. Menteng Dalam, Kec.Tebet, Kota
PT Wood Group Indonesia Adm, Jarkarta Selantan, DKI Jarkarta, Malaysia 90
Iran
9th Floor Aluminumm Building, Avenue Shah,
Foster Wheeler Adibi Engineering Tehran 45
No 2564, Hafez Street, Toola Industrial
Wood Group Iran - Qeshm Company (pjs) Park,Qeshm Island, Annaba, Iran 97
Iraq
Ghabet El Iraq for General Contracting and
Engineering Services, Engineering Consultancy Suite 24, Building 106,St 19, Sec 213, Al-Kindi
(LLC) St, Al-Haritheeya Qts, Baghdad, Iraq 100
Flat no. 23A, 3rd Floor, near Kahramana Square
Anbar Building, District no. 903, Hay Al
Touchstone General Contracting, Engineering Karada,
Consultancy and Project Management LLC Baghdad, Iraq 100
Shoresh, Hadid and Khashab St., Kurdistan,
Wood Group, LLC Erbil, Iraq 100
Ireland
Second Floor, Blocks 4 and 5, Galway Technology
Wood Group Kenny Ireland Limited Park, Parkmore, Galway, Ireland 100
Italy
Geo Rinnovabile S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
Greendream1 S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
Greendream2 S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
HWF S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
Hybrid Energy S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
Tre Rinnovabili S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
Wood Italiana S.r.l. Via S. Caboto 15, Corsico, 20094, Italy 100
Via Sebastiano Caboto 15, 20094- Corsico,
Wood Sardegna S.r.l. Milan, 20094, Italy 100
Wood Solare Italia S.r.l. Via S. Caboto 15, Corsico, Milan, 20094, Italy 100
Jamaica
c/o 2020 Winston Park Drive, Suite 700,
Monenco Jamaica Limited Oakville, ON, L6H 6X7, Canada 100
Jersey
GTS Power Solutions Limited 28 Esplanade, St Helier, JE2 3QA, Jersey 100
RHI Talent UK Limited 28 Esplanade, St Helier, JE2 3QA, Jersey 100
Wood Group Engineering Services (Middle East)
Limited 28 Esplanade, St Helier, JE2 3QA, Jersey 100
Wood Group Production Facilities Limited 28 Esplanade, St Helier, JE2 3QA, Jersey 100
Kazakhstan
46 Satpayev St., Atyrau City, Atyrau Oblast,
AMEC Limited Liability Partnership 060011, Kazakhstan 100
app. 27, h. 64, Bostandykskiy district, Abaya
Foster Wheeler Kazakhstan LLP Ave., Almaty City, Kazakhstan 100
QED International (Kazakhstan) Limited 46 Satpayev St., Atyrau City, Atyrau Oblast,
Liability Partnership 060011, Kazakhstan 100
Wood Group Kazakhstan LLP Satpayev str. 46, Atyrau, 060011, Kazakhstan 100
Kuwait
AMEC Kuwait Project Management and Contracting 2nd Floor, Al Mutawa Building, Ahmed Al Jaber
Company W.L.L. Street, Sharq, Kuwait City 49*
Liberia
King Plaza, 2nd-4th Floors, Broad Street,
Amec Foster Wheeler Liberia Inc Monrovia 10, Liberia 100
Luxembourg
15, Boulevard Friedrich Wilhelm Raiffeisen,
Financial Services S.Ã r.l. L-2411, Luxembourg 100
15, Boulevard Friedrich Wilhelm Raiffeisen,
FW Investment Holdings S.Ã r.l. L-2411, Luxembourg 100
Malaysia
Suite 1005, 10th Floor, Wisma Hamzah-Kwong
Hing, No. 1, Leboh Ampang, Kuala Lumpur,
50100,
Amec Foster Wheeler OPE Sdn. Bhd. Malaysia 100
Unit C-12-4, Level 12, Block C, Megan Avenue
II, Wilayah Persekutuan,Wilayah Persekutuan,
BMA Engineering SDN. BHD. Kuala Lumpur, 50450, Malaysia 100
Suite 1005, 10th Floor, Wisma Hamzah-Kwong
Hing, No. 1, Leboh Ampang, Kuala Lumpur,
50100,
Foster Wheeler (Malaysia) Sdn. Bhd. Malaysia 100
Suite 1005, 10th Floor, Wisma Hamzah-Kwong
Hing, No. 1, Leboh Ampang, Kuala Lumpur,
50100,
Foster Wheeler E&C (Malaysia) Sdn. Bhd. Malaysia 70
Level 7, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, Damansara Heights,
Kuala
Rider Hunt International (Malaysia) Sdn Bhd Lumpur, 50490, Malaysia 100
Level 7, Menara Milenium,Jalan Damanlela, Pusat
Bandar Damansara, Damansara Heights,Wilayah
Persekutuan,Wilayah Persekutuan, Kuala Lumpur,
Wood Group Engineering Sdn. Bhd 50490, Malaysia 0*
c/o Securities Services (Holdings) Sdn Bhd,
level 7, Menara Milenium, Jalan Damanlela,
Pusat
Bandar Damansara, Damansara Heights, ,Kuala
Lumpur, Damansara Town Centre, Damansa, 50490,
Wood Group Kenny Sdn Bhd Malaysia 25*
Level 7, Menara Milenium,Jalan Damanlela, Pusat
Bandar Damansara, Damansara Heights,Wilayah
Persekutuan,Wilayah Persekutuan, Kuala Lumpur,
Wood Group Mustang (M) Sdn. Bhd. 50490, Malaysia 100
Mauritius
1st Floor, Felix House, 24 Dr Joseph Street,
MDM Engineering Investments Ltd Port Louis, Mauritius 100
1st Floor, Felix House, 24 Dr Joseph Street,
MDM Engineering Projects Ltd Port Louis, Mauritius 100
c/o First Island Trust Company Ltd, Suite 308,
St. James Court, St. Denis Street, Port Louis,
P.E. Consultants, Inc. Mauritius 100
c/o Ocorian Corporate Services (Mauritius)
Limited, 6th Floor, Tower A, 1 CyberCity,
Ebene,
QED International Ltd 72201, Mauritius 100
Mexico
c/o 2020 Winston Park Drive, Suite 700,
AGRA Ambiental S.A. de C.V. Oakville, ON, L6H 6X7, Canada 100
Av. Vasconcelos 453, Colonia del Valle 66220
Nuevo Leon, Monterrey (Estados Unidos de
Amec Foster Wheeler Energia Mexico S. de R.L. México),
de C.V. Mexico 100
David Alfaro Siqueiros No.104, Piso 2, Colonia
Valle Oriente, San Pedro Garza Garcia, Nuevo
Amec Foster Wheeler Mexico, S.A. de C.V. Leon, C.P. 66269, Mexico 100
453 Planta Alta Del Valle, San Pedro Garza
AYMEC de Mexico S.A. de C.V. Garcia, Nuevo Leon 66220, Mexico 100
Libramiento Carr. Silao-León #201, Esq.
Prolongación Bailleres, Col. Progreso
Silao,
CEC Controls Automatizacion S. de R.L. de C.V. Guanajuato, CP. 36135, Mexico 100
Foster Wheeler Constructors de Mexico S. de 699 15th Street, 6th Avenue, Agua Prieta,
R.L. de C.V. Sonora, Mexico 80
Global Mining Projects and Engineering, S.A. de Calle Coronado 124, Zona Centro, Chihuahau,
C.V. Chihuahau, 31000, Mexico 100
Edificio Omega, Campos Eliseos 345, floors 2, 3
Harding Lawson de Mexico S.A. de C.V. & 11, Chapultepec Polanco 11560 Mexico, D.F. 100
HOMERO 1804 PISO 11,COL. LOS MORALES -
DELEGACION MIGUEL HIDALGO, Distrito Federal,
ISI Mustang Servicios de Ingenieria de Mexico, Mexico
S de R.L. De C.V. City, C.P. 11540, Mexico 100
Insurgentes Sur #619 piso 10, Colonia Napoles,
Municipio Benito Juarez, between Calle Vermont
Wood Group de Mexico S.A. de C.V. and Calle Yosemite, Mexico City, 03810, Mexico 100
Blvd. Manuel Avila Camacho 40 - 1801, Lomas de
Wood Group Management Services de Mexico, S.A. Cahpultepec, Delgacion Miguel Hidalgo, Mexico,
de C.V. D.F. 11000 100
Mongolia
Mongol TV Tower-1005, Chinggis Avenue,
Sukhbaatar District, 1st khoroo, Ulaanbaatar,
AMEC LLC Mongolia 100
Mozambique
Mocambique, Maputo Cidade, Distrito Urbano 1,
Bairro Sommerschield II, Av. Julius Nyerere,
Amec Foster Wheeler Mozambique Limitada n 3412, Maputo, Mozambique 100
73 Rua Jose Sidumo, Bairro da Polana, Maputo,
Wood Group Mozambique, Limitada Mozambique 100
Netherlands
AMEC GRD SA B.V. Meander 251, Arnhem, 6825 MC, Netherlands 100
EDGE Amsterdam West, Basisweg 10, 1043 AP,
AMEC Holland B.V. Amsterdam, Netherlands 100
EDGE Amsterdam West, Basisweg 10, 1043 AP,
AMEC Investments B.V. Amsterdam, Netherlands 100
Foster Wheeler Continental B.V. Naritaweg 165, 1043 BW Amsterdam, Netherlands 100
Foster Wheeler Europe B.V. Naritaweg 165, 1043 BW Amsterdam, Netherlands 100
C/O Centralis Netherlands BV, Zuidplein 126,
WTC, Toren H 15e, Amsterdam, 1077XV,
John Wood Group B.V. Netherlands 100
C/O Centralis Netherlands BV, Zuidplein 126,
WTC, Toren H 15e, Amsterdam, 1077XV,
John Wood Group Holdings BV Netherlands 100
New Zealand
26 Manadon Street, Spotswood, New Plymouth,
M&O Pacific Limited 4310, New Zealand 100
Nigeria
13A AJ Marinho Drive, Victoria Island, Lagos,
AMEC Contractors (W/A) Limited Nigeria 100
No 3, Hospital Road, PO Box 9289, Lagos,
AMEC King Wilkinson (Nigeria) Limited Nigeria 100
18th Floor, Western House, 8/10 Broad street,
AMEC Offshore (Nigeria) Limited Lagos, Nigeria 75
1 Murtala Muhammed Drive, (Formerly Bank Road),
Foster Wheeler (Nigeria) Limited Ikoyi, Lagos, Nigeria 100
Foster Wheeler Environmental Company Nigeria c/o Nwokedi & Co., 21 Ajasa Street, Onikan,
Limited Nigeria 87
JWG Nigeria Limited 13 Sumbo Jibowu Street, Ikoyi, Lagos, Nigeria 100
No 13 Sumbo Jibowu Street, Ikoyi, Lagos,
Overseas Technical Services Nigeria Limited Nigeria 93
Norway
Wood Group Norway AS Fokserodveien 12, Sandefjord, 3241, Norway 100
Oman
PO Box 1469, Postal Code 133, Al-Khuwair,
Amec Foster Wheeler Engineering Consultancy LLC Sultanate of Oman 60
Bldg No. 89, Way No. 6605, Al Oman Street,
Ghala Industrial Area, P.O. Box 293, Al
Khuwair,
Wood LLC PC 133, Oman 70
Panama
MACTEC Engineering and Consulting, Corp. Brisas del Golf, Street 17, House 4-E Panama 0**
City, Panama
Papua New Guinea
Deloitte Touche Tohmatsu, Level 9, Deloitte
Haus, Macgregor Street, Section 8, Allotment
19,
Port Moresby, National Capital District, Papua
Wood Engineering PNG Ltd New Guinea 100
Dentons PNG, Level 5, Bsp Haus, Harbour City,
Port Moreseby,Papau New Guinea, National
Capital
Wood Group PNG Limited District, Papua New Guinea 100
Peru
Calle Las Begonias 441, Piso 8, San Isidro,
Wood Ingenieria y Consultoria Peru S.A. Lima, 27, Peru 100
Av. de la Floresta 407, 5th Floor, San Borja,
Wood Group Peru S.A.C. Lima, Peru 100
Philippines
U-7A, 7/F PDCP Bank Centre,V.A. Rufino St.
Corner L.P. Leviste St., Salcedo Village,
Makati
Foster Wheeler (Philippines) Corporation City, PH, 1227 100
585 ME National Road HW, Barangay Alangilan,
Production Services Network Holdings Corp. Batangas City, Batangas, Philippines 100
12th Floor, Net One Center,26th Street Corner,
3rd Avenue, Crescent Park West,Taguig, Metro
PSN Production Services Network Philippines Manilla, Bonifacio Global City, 1634,
Corp Philippines 100
Poland
Amec Foster Wheeler Consulting Poland Sp. z
o.o. ul. Chmielna 132/134, Warsaw, 00-805, Poland 100
Portugal
Avenida Barbosa du Bocage 113-4, Lisboa,
Amec Foster Wheeler (Portugal) Lda 1050-031, Portugal 100
Puerto Rico
Wood Puerto Rico, P.S.C. Metro Office Park #7, Street 1, Suite 204, 0**
Guaynabo, Guaynabo, PR, PR 00968, Puerto Rico
Qatar
Production Services Network Qatar LLC PO Box 2515, Doha, Qatar 49*
Romania
Rooms 1 and 2, 2nd Floor, No. 59 Strada Grigore
Alexandrescu, Sector 1, Bucharest 010623,
AMEC Operations S.R.L Romania 100
Bulevardul Tudor Vladimirescu No. 22, Bldg.
Greengate Office, 5th Floor, Room 516, Campus
CEC Controls Company S.R.L. 02, District 5, Bucharest, Romania 100
Russia
Office E-100, Park Place, 113/1, Leninsky
Prospekt, 117198, Moscow, Russian Federation
113/1,
Leninsky Prospekt, 117198, Moscow, Russian
OOO Amec Foster Wheeler Federation 100
2-6 Floors,88 Amurskaya, Yuzhno-Sakhalinsk,
Production Services Network Eurasia LLC 693020, Russian Federation 50*
2-6 Floors,88 Amurskaya, Yuzhno-Sakhalinsk,
Production Services Network Sakhalin LLC 693020, Russian Federation 50*
Suite 417, Kommunistichesy Prospekt 32,
Yuzhno-Sakhalinsk, Sakhalin, Russian
Sakhalin Technical Services Network LLC Federation 40*
Saudi Arabia
Majd Business Center, Tower B, P.O. Box 30920,
Amec Foster Wheeler Energy and Partners King Faisal Road, Al-Khobar, 31952, Saudi
Engineering Company Arabia 75
Mustang and Faisal Jamil Al-Hejailan Consulting PO Box 9175, Almalaz, Salahuddin Alayoubi
Engineering Company Street, Riyadh, 11413, Saudi Arabia 70
King Fahad Road, Rakah, Po Box 8145, Al-Khobar,
Mustang Saudi Arabia Co. Ltd. 34225, Saudi Arabia 100
Wood Group ESP Saudi Arabia Limited PO Box 1280, Al-Khobar 51
Singapore
One Marina Boulevard #28-00, Singapore, 018989,
Amec Foster Wheeler Asia Pacific Pte. Ltd. Singapore 100
991E Alexandra Road, #01 - 25, 119973,
AMEC Global Resources Pte Limited Singapore 100
Foster Wheeler Eastern Private Limited 1 Marina Boulevard, #28-00, Singapore 018989 100
1 Marina Boulevard, #28-00, One Marina
OPE O&G Asia Pacific Pte. Ltd. Boulevard, 018989, Singapore 100
Rider Hunt International (Singapore) Pte 24 Raffles Place, #24-03 Clifford Centre,
Limited Singapore, 048621 100
8 Marina Boulevard #05-02, Marina Bay Financial
Simons Pacific Services Pte Ltd. Centre, Singapore, 018981, Singapore 100
991E Alexandra Road, #01 - 25, 119973,
Wood Group International Services Pte. Ltd. Singapore 100
Slovakia
The Automated Technology Group (Slovakia) c/o, Kinstellar s.r.o., Hviezdoslavovo nám
s.r.o. 13, Bratislava, 811 02, Slovakia 100
South Africa
Waterfall Corporate Campus, Building 6, 74
Waterfall Drive Waterval City, Gauteng, 2090,
South
Amec Foster Wheeler Properties (Pty) Limited Africa 100
AMEC Minproc (Proprietary) Limited 2 Eglin Road, Sunninghill, 2157, South Africa 100
Mossel Bay Energy IPP (proprietary) Limited
(RF) 2nd Road Halfway House, Midrand, South Africa 90
Building No. 2, Silver Stream Business Park,
No. 10 Muswell Road South, Bryanston, South
Rider Hunt International South Africa (Pty) Ltd Africa 83
Waterfall Corporate Campus, Building 6, 74
Waterfall Drive Waterval City, Gauteng, 2090,
South
Wood BEE Holdings (Proprietary) Ltd Africa 58
Zeelie Office Park, 381 Ontdekkers Road, Floida
Wood Mining South Africa (Pty) Ltd Park Ext 3, Roodepoort, 1709, South Africa 100
Waterfall Corporate Campus, Building 6, 74
Waterfall Drive Waterval City, Gauteng, 2090,
South
Wood South Africa (PTY) Ltd Africa 70
South Korea
KG Tower 5F, 92 Tongil-ro, Jung-gu, Seoul
AMEC Korea Limited 04517, Korea 100
Spain
Calle Gabriel Garcia Marquez, no 2, Parque
Empresarial Madrid, Las Rozas, 28232 Las
Rozas,
Amec Foster Wheeler Energia, S.L.U. Madrid, Spain 100
Calle Gabriel Garcia Marquez, no 2, Parque
Empresarial Madrid - Las Rozas, 28230 Las
Rozas,
Wood Iberia S.L.U. Madrid, Spain 100
Switzerland
c/o Intertrust Services (Schweiz) AG,
A-FW International Investments GmbH Zählerweg 6, Zug, 6300, Switzerland 100
Wood Engineering AG Lohweg 6, 4054 Basel, Switzerland 100
Tanzania
Plot No. 483, Garden Road, Mikocheni Ward,
Kinondoni District, Dar es Salaam, 14112,
Tanzania,
MDM Projects-Tanzania Limited the United Republic of 100
Thailand
1st Floor Talaythong Tower, 53 Moo 9, Sukhumvit
Road, Thungsukla, Sriracha, Chonburi, 20230,
Amec Foster Wheeler Holding (Thailand) Limited Thailand 100
53 Talaythong Tower, 1st Floor, Moo 9,
Sukhumvit Road, Tambol Tungsukhla, Amphur
Sriracha,
Foster Wheeler (Thailand) Limited Chonburi, 20230, Thailand 100
91/17 Soi Wattananivet 4, Suthisarnvinijchai
Road, Khwaeng Samsennok, Khet Huaykwang,
Bangkok
SIE Siam Limited Metropolis, Thailand 100
91/17 Soi Wattananivet 4, Suthisarnvinijchai
Road, Khwaeng Samsennok, Khet Huaykwang,
Bangkok
Simons International Engineering Ltd. Metropolis, Thailand 100
Trinidad and Tobago
18 Scott Bushe Street, Port of Spain, Trinidad
Wood Group Trinidad & Tobago Limited and Tobago 100
Turkey
Amec Foster Wheeler Bimas Birlesik Insaat ve Kucukbakkalkoy Mah, Çardak Sok, No.1A
Muhendislik A.S. Plaza, 34750 Atasehir, Istanbul, Turkey 100
Uganda
KAA House, Plot 41,Nakasero Road, PO Box 9566,
Wood Group PSN Uganda Limited Kampala, Uganda 100
Ukraine
Room 398, Building 26, Obolonskyi Avenue, Kyiv
Wood Ukraine LLC City, 04205, Ukraine 100
United Arab Emirates
Unit 1301-CI Tower, Level 13, Al Bateen Street,
Production Services Network Emirates LLC Khalidiya, Abu Dhabi, PO Box 105828 49*
The MAZE Tower, 15th Floor, Sheikh Zayed Road,
PSN Overseas Holding Company Limited PO Box 9275, Dubai, United Arab Emirates 100
United Kingdom
Booths Park, Chelford Road, Knutsford,
AFW Finance 2 Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC (F.C.G.) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC (MH1992) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC (MHL) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC (WSL) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC BKW Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Bravo Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Building Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Capital Projects Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Civil Engineering Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler (Holdings) Limited Cheshire, WA16 8QZ, England 100
Amec Foster Wheeler Earth and Environmental Booths Park, Chelford Road, Knutsford,
(UK) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler Energy Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler Finance Asia Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler Finance Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler Group Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler International Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Amec Foster Wheeler Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Investments Europe Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Kazakhstan Holdings Limited Cheshire, WA16 8QZ, England 100
Ground Floor, 15 Justice Mill Lane, Aberdeen,
AMEC Offshore Developments Limited AB11 6EQ, Scotland 100
Booths Park, Chelford Road, Knutsford,
AMEC Offshore Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Process and Energy Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Project Investments Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Services Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Trustees Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC USA Holdings Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
AMEC Wind Developments Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Automated Technology Group Holdings Limited Cheshire, WA16 8QZ, England 100
c/o Ledingham Chalmers LLP, 3rd Floor, 68-70
George Street, Edinburgh, EH2 2LR, United
East Mediterranean Energy Services Limited Kingdom 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler (G.B.) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler (London) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler (Process Plants) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler E&C Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler Environmental (UK) Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler Europe Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Foster Wheeler UK Investments Limited Scotland 100
Booths Park, Chelford Road, Knutsford,
Foster Wheeler World Services Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
FW Investments Limited Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
HFA Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Integrated Maintenance Services Limited Cheshire, WA16 8QZ, England 100
Ground Floor, 15 Justice Mill Lane, Aberdeen,
James Scott Limited AB11 6EQ, Scotland 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
John Wood Group Holdings Limited Scotland 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
JWG Investments Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
JWGUSA Holdings Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Kelwat Investments Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Metal and Pipeline Endurance Limited Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Mustang Engineering Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Press Construction Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Process Plants Suppliers Limited Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Production Services Network (UK) Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Production Services Network Bangladesh Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
PSJ Fabrications Ltd Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
PSN (Angola) Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
PSN (Philippines) Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
PSN Asia Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
PSN Overseas Limited Scotland, United Kingdom 100
Ground Floor, 15 Justice Mill Lane, Aberdeen,
QED International (UK) Limited AB11 6EQ, Scotland 100
Booths Park, Chelford Road, Knutsford,
RHI QS UK Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Rider Hunt International Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Sandiway Solutions (No 3) Limited Cheshire, WA16 8QZ, England 100
St Vincent Plaza, 319 St Vincent Street,
SgurrEnergy Limited Glasgow, G2 5LP, Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
The Automated Technology Group Limited Cheshire, WA16 8QZ, England 100
Ground Floor, 15 Justice Mill Lane, Aberdeen,
WGD028 Limited AB11 6EQ, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
WGPSN (Holdings) Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
WGPSN Eurasia Limited Scotland, United Kingdom 50
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood (Indonesia) Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Wood and Company Limited Cheshire, WA16 8QZ, England 100
Wood Environment & Infrastructure Solutions UK Booths Park, Chelford Road, Knutsford,
Limited Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Algeria Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Algiers Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Annaba Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Arzew Limited Scotland, United Kingdom 100
Wood Group Engineering & Operations Support 15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Engineering (North Sea) Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Hassi Messaoud Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Holdings (International) Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Wood Group Intetech Limited Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Investments Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Kenny Corporate Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Wood Group Kenny Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood Group Kenny UK Limited Cheshire, WA16 8QZ, England 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Power Investments Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group Production Services UK Limited Scotland, United Kingdom 100
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Wood Group UK Limited Scotland, United Kingdom 100
Booths Park, Chelford Road, Knutsford,
Wood Group/OTS Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood International Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood Nuclear Holdings Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood Pensions Trustee Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood Transmission and Distribution Limited Cheshire, WA16 8QZ, England 100
Booths Park, Chelford Road, Knutsford,
Wood UK Limited Cheshire, WA16 8QZ, England 100
United States
4900 Singleton, L.P. 400 North St. Paul, Dallas, TX, 75201 100
511 Congress Street, Ste. 200, Portland, ME,
AMEC Architectural, Inc. 04101, United States 100
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle
AMEC Construction Management, Inc. County, DE, 19810, United States 100
AMEC E&E, P.C. 600 N 2nd Street, Suite 401, Harrisburg, PA, 0**
17101-1071, United States
AMEC Engineering and Consulting of Michigan, 46850 Magellan, Suite 190, Novi, MI, 48377,
Inc. United States 100
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810,
United
Amec Foster Wheeler Arabia Ltd. States 100
Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, New
Amec Foster Wheeler Environmental Equipment Castle,
Company, Inc. DE, 19801 100
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810,
Amec Foster Wheeler Industrial Power Company, United
Inc. States 100
1979 Lakeside Parkway, Suite 400, Tucker, GA,
Amec Foster Wheeler Kamtech, Inc. 30084, United States 100
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington,
Amec Foster Wheeler Martinez, Inc. DE, 19801 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
Amec Foster Wheeler North America Corp. United States 100
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington,
Amec Foster Wheeler Power Systems, Inc. DE, 19801 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
Amec Foster Wheeler USA Corporation United States 100
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle
AMEC Holdings, Inc. County, DE, 19810, United States 100
1105 Lakewood Parkway, Suite 300, Alpharetta,
AMEC Industrial Programs, LLC GA, 30009, United States 100
225, Hillsborough Street, Raleigh, NC, 27603,
AMEC North Carolina, Inc. United States 100
1209, Orange Street, Wilmington, DE, 19801,
AMEC Oil & Gas World Services, Inc. United States 100
Perryville Corporate Park, 53 Frontage Road, PO
Barsotti's Inc. Box 9000, Hampton, NJ, 08827-90000 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
BMA Solutions Inc. United States 100
United Agent Group Inc., 28175 Haggerty RoadD,
C E C Controls Company, Inc. Novi, MI, 48377, United States 100
United Agent Group, 2425 W Loop South #200,
Cape Software, Inc. Houston, TX, 77027, United States 100
Corporation Trust Company, 1209 Orange Street,
Equipment Consultants, Inc. Wilmington, DE, 19801 100
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810,
United
Foster Wheeler Asia Limited States 100
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington,
Foster Wheeler Energy Corporation DE, 19801 100
5444 Westheimer #1000, Houston, Harris County,
Foster Wheeler Environmental Corporation TX, 77056, United States 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
Foster Wheeler Inc. United States 100
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810,
United
Foster Wheeler Intercontinental Corporation States 100
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle
Foster Wheeler International LLC County, DE, 19810, United States 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
Foster Wheeler LLC United States 100
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington,
Foster Wheeler Realty Services, Inc. DE, 19801 100
United Agent Group, 2425 W Loop South #200,
Ingenious Inc. Houston, TX, 77027, United States 100
United Agent Group, 2425 W Loop South #200,
ISI Group, L.L.C. Houston, TX, 77027, United States 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
JWGUSA Holdings, Inc. United States 100
United Agent Group Inc., 119 E. Court Street,
Kelchner, Inc. Cincinnati, OH, 45202, United States 100
1105 Lakewood Parkway, Suite 300, Alpharetta,
MACTEC E&C International, Inc. GA, 30009, United States 100
MACTEC Engineering & Geology, P.C. 7 Southside Drive, Suite 201, Clifton Park, NY, 0**
12065, United States
1105 Lakewood Parkway, Suite 300, Alpharetta,
MACTEC Environmental Consultants, Inc. GA, 30009, United States 100
Perryville Corporate Park, 53 Frontage Road, PO
Martinez Cogen Limited Partnership Box 9000, Hampton, NJ, 08827-9000 99
5444 Westheimer #1000, Houston, Harris County,
Mustang International, Inc. TX, 77056, United States 100
United Agent Group, 2425 W Loop South #200,
NDT Systems, Inc. Houston, TX, 77027, United States 100
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle
Process Consultants, Inc. County, DE, 19810, United States 100
United Agent Group Inc., 8275 South Eastern
RHI Talent USA Inc. Av., #200, Las Vegas, NV, 89123, United States 100
United Agent Group, 2425 W Loop South #200,
Rider Hunt International (USA) Inc. Houston, TX, 77027, United States 100
United Agent Group Inc., 5708 S.E. 136th
Swaggart Brothers, Inc. Avenue, #2, Portland, OR, 97236, United States 100
United Agent Group Inc., 5708 S.E. 136th
Swaggart Logging & Excavation LLC Avenue, #2, Portland, OR, 97236, United States 100
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington,
Thelco Co. DE, 19801 100
Wood Design, LLC 1075 Big Shanty Rd NW, Ste. 100, Kennesaw, GA, 0**
30144, United States
Wood Environment & Infrastructure Solutions, 1105 Lakewood Parkway, Suite 300, Alpharetta,
Inc. GA, 30009, United States 100
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810,
Wood Group Alaska, LLC United States 100
United Agent Group Inc., 8275 South Eastern
Wood Group PSN, Inc. Av., #200, Las Vegas, NV, 89123, United States 100
United Agent Group Inc., 8275 South Eastern
Wood Group Support Services, Inc. Av., #200, Las Vegas, NV, 89123, United States 100
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810,
United
Wood Group US Holdings, Inc. States 100
United Agent Group Inc., 8275 South Eastern
Wood Group US International, Inc. Av., #200, Las Vegas, NV, 89123, United States 100
5444 Westheimer #1000, Houston, Harris County,
Wood Group USA, Inc. TX, 77056, United States 100
Suite 700, 155 Federal Street, Boston, MA,
Wood Massachusetts, Inc. 02110, United States 100
2475 Northwinds Parkway, #200-260, Alpharetta,
Wood Programs, Inc. GA, 30009, United States 100
Uzbekistan
Sulton Darvoza Business Center, 38/1
Shakhrisabz Street, Tashkent, 100060,
Wood Energy Solutions LLC Uzbekistan 100
Vanuatu
Law Partners House, Rue Pasteur, Port Vila,
O.T.S. Finance and Management Limited Vanuatu 100
Overseas Technical Service International Law Partners House, Rue Pasteur, Port Vila,
Limited Vanuatu 100
Venezuela
Avenida Francisco de Miranda, Torre Cavendes,
Amec Foster Wheeler Venezuela, C.A. Piso 9, Ofic 903, Caracas, Venezuela 100
*Companies consolidated for accounting purposes as subsidiaries
on the basis of control. There is no material impact on the
financial statements of the judgements applied in assessing the
basis of control for these entities.
** The Group does not have a direct shareholding in these
entities but considers them to be under group control.
Joint Ventures
Company Name Registered Address Ownership Interest %
Australia
'Alluvion Building', Level 9, 58 Mounts Bay
Clough AMEC Pty Ltd(1) Road, Perth, WA, 6000, Australia 50
Azerbaijan
Socar-Foster Wheeler Engineering LLC 88A Zardaby Avenue,Baku, Azerbaijan 35
Canada
Suite 2300, Bentall 5, 550 Burrard Street,
ABV Consultants Ltd(1) Vancouver, BC, V6C 2B5, Canada 50
60 Cutler Avenue, Dartmouth, NS, B3B 0J6,
AMEC Black & McDonald Limited(1) Canada 50
689 Water Street, Newfoundland, St. John's, NL,
ODL Canada Limited A1E 1B5, Canada 50
1190 Waverley Street, Winnipeg, MB, R3T 0P4,
Teshmont Consultants Inc. Canada 50
Suite B12, 6020 2nd Street S. E., Calgary, AB,
Vista Mustang JV T2H 2L8, Canada 50
Chile
CEJV IngenierÃa y Construcción Av. Isidora Goyenechea 2800, Floor 32, Las
Limitada Condes, Santiago, 7550647, Chile 50
Av. Jose Domingo, Canas No 2640, Nunoa,
Consorcio AMEC CADE / PSI Consultores Limitada Santiago, 7750164, Chile 50
Seminario 714, Ñuñoa, Santiago de
Consorcio Consultor Cade Zañartu Limitada Chile 50
Consorcio Consultor Systra / Cade Idepe / Av. Jose Domingo, Canas No 2640, Nunoa,
Geoconsult Limitada Santiago, 7750164, Chile 40
Consorcio de Ingenieria Geoconsult Cade Idepe Av. Jose Domingo, Canas No 2640, Nunoa,
Limitada Santiago, 7750164, Chile 50
Consorcio de IngenierÃa Systra Cade Av. Jose Domingo, Canas No 2640, Nunoa,
Limitada Santiago, 7750164, Chile 50
Consorcio de Ingenieria Transporte Systra Cade Jose Domingo Cañas 2640, Ñuñoa,
Idepe Consultores Limitada Santiago Chile 50
Construcciòn e Ingenierìa Chile FI Avenida Andrés Bello 2711, Piso 22 -
Limitada Comuna Las Condens, Santiago, Chile 50
Construcciòn e Ingenieria FIM Avenida Santa Maria 2810, Comuna de
Chile,Limitada Providencia, Santiago, Chile 33
China
No. 143 Jinyi Road, Jinshan District, Shanghai,
Wood Zone Co., Ltd 200540, China 50
Cyprus
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO
Box
Wood Group - CCC Limited 25549, Cyprus 50
Kazakhstan
WOOD KSS JSC Satpayev str. 46, Atyrau, 060011, Kazakhstan 50
Mexico
Carlos Salazar, #2333, Colonia Obrera,
AFWA DUBA Salina Cruz, S. de R.L. de C.V. Monterrey, Nuevo Leon, Mexico 50
Grupo Industrial de Ingenieria Ecologica III Edificio Omega, Campos Eliseos 345, floors 2, 3
HLA & Iconsa S.A. de C.V. & 11, Chapultepec Polanco 11560 Mexico, D.F. 51
Av. Revolucion 468, Col. San Pedro de los Pinos
Mustang Diavaz, S.A.P.I. de C.V. Mexico, D.F., 03800, Mexico 50
David Alfaro Siqueiros 104 piso 2, Col. Valle
Oriente, San Pedro Garza Garcia, Nuevo Leon,
Northam Conip Consorcio, S.A. de C.V. CP. 66269, Mexico 50
Netherlands
C/O Centralis Netherlands BV, Zuidplein 126,
WTC, Toren H 15e, Amsterdam, 1077XV,
Wood Group Azerbaijan B.V. Netherlands 51
New Zealand
Ground Floor, Beca House, 21 Pitt Street,
Wood Beca Limited Auckland, 1010, New Zealand 50
Oman
c/o Al Alawi, Mansoor Jamal & Co., Barristers &
Legal Consultants, Muscat International
Centre,
Mezzanine Floor, Muttrah Business District,
AMEC Al Turki LLC P.O. Box 686 Ruwi, Oman 35
Qatar
5th Floor Al Aqaria Tower, Building No. 34,
Museum Street, Old Salata Area, Street 970,
Zone
Wood Black Cat LLC 18, P.O Box No. 24523 Doha, Qatar 49
Saudi Arabia
Al Rushaid Petroleum Investment Co. Building,
Prince Hamoud Street, PO Box 31685 - Al Khobar
AMEC BKW Arabia Limited(1) 31952, Saudi Arabia 50
Spain
Insolux Monenco Medio Ambiente S.A. Calle Juan Bravo, 3-C, Madrid, 28006, Spain 49
Trinidad and Tobago
4th Floor, 6A Queens Park West, Victoria
Massy Wood Group Ltd. Avenue, Port of Spain, Trinidad and Tobago 50
United Arab Emirates
PO Box 26593, Unit 3601, Tiffany Tower, Cluster
W, Jumeirah Lakes Towers, Dubai, United Arab
Foster Wheeler Kentz Energy Services DMCC Emirates 50
United Kingdom
Booths Park, Chelford Road, Knutsford,
ACM Health Solutions Limited Cheshire, WA16 8QZ, England, United Kingdom 33
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
Ethos Energy Group Limited Scotland, United Kingdom 51
EDF Energy, GSO Business Park, East Kilbride,
Lewis Wind Power Holdings Limited G74 5PG, Scotland 50
15 Justice Mill Lane, Aberdeen, AB11 6EQ,
RWG (Repair & Overhauls) Limited Scotland, United Kingdom 50
Portland House, Bickenhill Lane, Solihull,
South Kensington Developments Limited Birmingham, B37 7BQ, England, United Kingdom 50
EDF Energy, GSO Business Park, East Kilbride,
Stornoway Wind Farm Limited G74 5PG, Scotland 50
United States
100 Fluor Daniel Drive, Greenville, SC,
Flour AMEC II, LLC 29607-2770, United States 45
(1) Entities are consolidated as joint operations on the basis
of control.
In addition to the subsidiaries listed above, the Group has a
number of overseas branches.
Details of the direct subsidiaries of John Wood Group PLC are
provided in note 1 to the parent company financial statements.
The Group will be exempting the following companies from an
audit in 2021 under Section 479A of the Companies Act 2006. All of
these companies are fully consolidated in the Group Financial
Statements.
AFW Finance 2 Limited (Registered number 09861575)
AME Building Limited (Registered number 165287)
AMEC (F.C.G) Limited (Registered number 148585)
AMEC (MH1992) Limited (Registered number 222870)
AMEC (MHL) Limited (Registered number 713103)
AMEC (WSL) Limited Registered number 514311)
AMEC BKW Limited (Registered number 169831)
AMEC Bravo Limited (Registered number 6206015)
AMEC Capital Projects Limited (Registered number 2804109)
AMEC Civil Engineering Limited (Registered number 1265199)
Amec Foster Wheeler (Holdings) Limited (Registered number
00163609)
Amec Foster Wheeler Earth and Environmental (UK) Limited
(Registered number 4987981)
Amec Foster Wheeler Energy Limited (Registered number
1361134)
Amec Foster Wheeler Finance Asia Limited (Registered number
6205760)
Amec Foster Wheeler Finance Limited (Registered number
1332332)
Amec Foster Wheeler Group Limited (Registered number
4612748)
Amec Foster Wheeler International Limited (Registered number
3203966)
AMEC Investments Europe Limited (Registered number 3704533)
Amec Kazakhstan Holdings Limited (Registered number 4530056)
AMEC Offshore Developments Limited (Registered number
SC137017)
AMEC Offshore Limited (Registered number 1054207)
AMEC Process and Energy Limited Registered number 2028340)
AMEC Project Investments Limited (Registered number 2619408)
AMEC Services Limited (Registered number 2804093)
AMEC Trustees Limited (Registered number 2830098)
Amec USA Holdings Limited (Registered number 4041261)
Amec Wind Developments Limited (Registered number 8781332)
Automated Technology Group Holdings Limited (Registered number
07871655)
East Mediterranean Energy Services Limited (Registered number
SC505318)
Foster Wheeler (G.B.) Limited (Registered number 745470)
Foster Wheeler (London) Limited (Registered number 887857)
Foster Wheeler (Process Plants) Limited (Registered number
1184855)
Foster Wheeler E&C Limited (Registered number 2247293)
Foster Wheeler Environmental (UK) Limited (Registered number
1657494)
Foster Wheeler Europe (Registered number 04127813)
Foster Wheeler UK Investments Limited Registered number
SC649888)
Foster Wheeler World Services Limited (Registered number
1439353)
FW Investments Limited (Registered number 6933416)
HFA Limited (Registered number SC129298)
Integrated Maintenance Services Limited (Registered number
3665766)
James Scott Limited (Registered number SC35281)
John Wood Group Holdings Limited (Registered number
SC642609)
JWG Investments Limited (Registered number SC484872)
JWGUSA Holdings Limited (Registered number SC178512)
Kelwat Investments Limited (Registered number SC203212)
Metal and Pipeline Endurance Limited (Registered number
534109)
Mustang Engineering Limited (Registered number SC273548)
Press Construction Limited (Registered number 471400)
Process Plants Suppliers Limited (Registered number 957881)
Production Services Network (UK) Limited (Registered number
SC293004)
Production Services Network Bangladesh Limited (Registered
number 02214332)
PSJ Fabrications Ltd (Registered number 01205595)
PSN (Angola) Limited (Register number SC311500)
PSN (Philippines) Limited (Registered number SC345547)
PSN Asia Limited (Registered number SC317111)
PSN Overseas Limited (Registered number SC319469)
QED International (UK) Limited (Registered number SC106477)
RHI QS UK Limited (Registered number 12522586)
Rider Hunt International Limited (Register number 02305615)
Sandiway Solutions (No 3) Limited (Registered number
5318249)
SgurrEnergy Limited (Registered number SC245814)
The Automated Technology Group Limited (Registered number
03109235)
WGD028 Limited (Registered number SC136216)
WGPSN (Holdings) Limited (Registered number SC288570)
WGPSN Eurasia Limited (Registered number SC470501)
Wood (Indonesia) Limited (Registered number SC693591)
Wood and Company Limited (Registered number 01580678)
Wood Environment & Infrastructure Solutions UK Limited
(Registered number 02190074)
Wood Group Algeria Limited (Registered number SC299843)
Wood Group Algiers Limited (Registered number SC299845)
Wood Group Annaba Limited (Registered number SC299848)
Wood Group Arzew Limited (Registered number SC299850)
Wood Group Engineering (North Sea) Limited (Registered number
SC030715)
Wood Group Engineering and Operations Support Limited
(Registered number SC159149)
Wood Group Hassi Messaoud Limited (Registered number
SC299851)
Wood Group Holdings (International) Limited Register number
SC169712)
Wood Group Intetech Limited (Registered number 02575585)
Wood Group Investments Limited (Registered number SC301983)
Wood Group Kenny Corporate Limited (Registered number
SC147353)
Wood Group Kenny Limited (Registered number 1398385)
Wood Group Kenny UK Limited (Registered number 2331383)
Wood Group Power Investments Limited (Registered number
SC454342)
Wood Group Production Services UK Limited (Registered number
SC278252)
Wood Group/OTS Limited (Registered number 1579234)
Wood International Limited (Registered number 10517856)
Wood Limited (Registered number 9861563)
Wood Nuclear Holdings Limited (Registered number 03725076)
Wood Pensions Trustee Limited (Registered number 1889899)
Wood Transmission and Distribution Limited (Registered number
11829648)
Wood UK Limited (Registered number 3863449)
Shareholder information
Officers and advisers
Secretary and Registered Office Registrars
M McIntyre Equiniti Limited
John Wood Group PLC Aspect House
15 Justice Mill Lane Spencer Road
Aberdeen Lancing
AB11 6EQ West Sussex
BN99 6DA
Stockbrokers Independent Auditor
JPMorgan Cazenove Limited KPMG LLP
Morgan Stanley Chartered Accountants and Statutory
Auditors
1 Marischal Square
Broad Street
Aberdeen
AB10 1DD
Company Solicitors
Slaughter and May
Financial calendar
Results announced 20 April 2022
Annual General Meeting 22 June 2022
The Group's Investor Relations website can be accessed at
www.woodplc.com
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END
FR GPUMACUPPPWB
(END) Dow Jones Newswires
April 20, 2022 02:11 ET (06:11 GMT)
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