Full year results for the year ended 31 December
2023
|
26 March 2024
|
This announcement contains
inside information
Strong growth in first year of new strategy; upgrading
outlook
|
|
Notes
|
FY23
(unaudited)
$m
|
FY22
$m*
|
Movement
%
|
At constant currency
%
|
HEADLINE RESULTS
|
|
1,2,3
|
|
|
|
|
Revenue
|
Continuing
|
|
5,901
|
5,469
|
7.9%
|
8.7%
|
Adjusted EBITDA
|
Continuing
|
4
|
423
|
388
|
8.8%
|
10.9%
|
Adjusted EBITDA margin
|
Continuing
|
5
|
7.2%
|
7.1%
|
0.1ppts
|
0.1ppts
|
Adjusted EBIT
|
Continuing
|
6
|
185
|
177
|
4.4%
|
|
Adjusted EBIT margin
|
Continuing
|
7
|
3.1%
|
3.2%
|
(0.1)ppts
|
|
Adjusted diluted EPS
|
Continuing
|
8
|
2.3c
|
(3.1)c
|
n/a
|
|
Adjusted operating cash
flow
|
Total group
|
9
|
194
|
(66)
|
n/a
|
|
Free cash flow
|
Total group
|
10
|
(265)
|
(704)
|
n/a
|
|
Net debt including leases
|
Total group
|
|
1,094
|
736
|
49%
|
|
Net debt excluding leases
|
Total group
|
|
694
|
393
|
77%
|
|
Net debt / adjusted
EBITDA
|
Continuing
|
11
|
2.1x
|
1.3x
|
n/a
|
|
Order book
|
Continuing
|
12
|
6,269
|
6,017
|
4.2%
|
4.8%
|
Headcount
|
Continuing
|
13
|
35,335
|
35,573
|
(0.1)%
|
|
|
|
|
|
|
|
|
STATUTORY RESULTS
|
|
|
|
|
|
|
Operating profit / (loss)
|
Continuing
|
|
38
|
(565)
|
n/a
|
|
Loss for the period
|
Total group
|
|
(105)
|
(352)
|
n/a
|
|
Basic EPS
|
Total group
|
|
(16.1)c
|
(52.4)c
|
n/a
|
|
Cash flow from operating
activities
|
Total group
|
|
48
|
(361)
|
n/a
|
|
|
|
|
|
|
|
|
| |
*FY22 results have been re-presented to include Built
Environment Saudi Arabia. Built Environment Consulting (sold in
2022) is treated as a discontinued operation and its results are
included within the "Total group" measures. Continuing results
exclude its results. See notes on page 4.
Ken Gilmartin, CEO,
said:
"We made significant progress in this first year of our
three-year growth strategy. We delivered strong revenue and
adjusted EBITDA growth, and we significantly improved operating
cash flow.
"We continue to see clear business momentum, with a higher
order book, double-digit growth in our pipeline and positive
pricing trends in both pipeline and order book. It is encouraging
that the fastest growing parts of Wood are the higher-margin
Consulting business, and our sustainable solutions across all
areas.
"To build on this early success and further enhance our
strategic delivery, we have launched a simplification programme to
drive efficiency and support further margin expansion. We are
therefore upgrading our outlook, with 2024 guidance now towards the
top end of our medium-term targets and 2025 expected to exceed
those targets. Ultimately, our priority remains sustainable cash
generation and we expect to deliver significant free cash flow from
2025."
Strategic progress and strong growth in the first year of our
strategy
· Delivered results in line
with expectations
o Revenue growth across all
business units
o Strong adjusted EBITDA growth, in line with
guidance
· Continued
momentum
o Fastest growth in Consulting
and across sustainable solutions
o Order book up 4% to $6.3
billion, up 7% like-for-like14
o Double-digit growth in our
factored sales pipeline
o Improving pricing trends
across pipeline, order book and in margin performance in
2023
o Adjusted operating cash flow
improved to $194 million, up $260 million on last year
· Growing our sustainable
solutions business to $1.3 billion15
o Sustainable solutions
revenue up 15% and represented 22% of Group revenue
o 43% of factored sales
pipeline now in sustainable solutions
Simplification to enhance strategic
delivery
· Focus on driving higher
margins through continued growth,
evolving our business mix with faster growth in Consulting,
improved pricing and taking action on cost
· Simplification programme to
drive efficiency
o Targeting annualised savings of around $60 million from
2025
o Initial focus on central costs, with benefit within FY24
expected to be around $10 million
o Will improve both EBITDA and EBIT margins, and future cash
generation
o Cash costs to complete of c.$70 million over next 12 months,
exceptional P&L charge in FY24
· Aligning our portfolio with
our strategy
o Sale process for EthosEnergy
progressing well, smaller disposals expected to follow
Upgraded 2024 outlook
· Adjusted EBITDA growth
towards the top end of mid to high single digit target (before
disposals)
o Margin expansion driven by
topline growth, evolving business mix and improved pricing, plus
the c.$10 million in-year benefits of our simplification
programme
o Performance will be weighted
to the second half, reflecting the typical seasonality of our
business and the phasing of the in-year benefit of the
simplification programme
· Cash performance to continue
to improve
o Operating cash growing at a
faster rate than adjusted EBITDA will help deliver positive free
cash flow before exceptional cash flows
o Exceptional cash flows are
expected to be around $120 million and will be weighted to the
first half. They now include c.$50 million related to the delivery
of the simplification programme
o Net debt at December 2024
expected to be lower than December 2023 after the expected proceeds
from planned disposals
Upgraded medium-term outlook
· The
simplification programme is expected to add to our growth
potential, leading to EBITDA growth in 2025 above our
medium-term target
· We
will continue to expand our EBITDA margin and that benefit will
translate into our EBIT margins and support a significant increase
in our earnings per share over the medium term
· We
are on-track to deliver significant free
cash flow in 2025, as previously guided
· From
2025, our sustainable free cash flow generation, combined with
proceeds from disposals, will provide increased flexibility in our
capital allocation policy
FY23 financial highlights
· Revenue of $5.9
billion was up 8% (+9% at constant
currency) with growth in all business units, including a c.$200
million increase in pass-through revenue
· Adjusted EBITDA of $423
million was up 9% on last year
(+11% at constant currency) with good growth across all business
units
· Adjusted EBITDA
margin of 7.2%, up 0.1ppts on last
year, reflecting business mix and improved pricing partly offset by
the increased pass-through revenue and opex investments
· Adjusted EBIT
up 4% to $185 million with EBITDA growth partly
offset by higher lease depreciation and software
amortisation
· Adjusted diluted
EPS of 2.3c was an improvement on
last year's (3.1)c, reflecting the higher adjusted EBIT and lower
finance costs
· Adjusted operating cash
flow of $194 million was
significantly improved on last year, up $260 million
· Free cash flow of $(265)
million reflects the improved
operating cash flow offset by capex, interest and tax paid, plus
cash exceptionals broadly in line with our guidance at $145
million
· Net debt (excluding
leases) at 31 December 2023 was
$694 million, higher than at 31 December 2022 ($393 million) given
the free cash outflow and the payment of $65 million of tax on the
sale of Built Environment Consulting
FY23 statutory results
· Operating
profit of $38 million compares to
an operating loss in the prior year
· Exceptional
items of $77 million include a $45
million charge relating to a receivables write-down and an
arbitration claim in the now closed Power and Industrials EPC
business. Also includes $29 million of charges related to our
asbestos liability. Full details on pages 16-17
· Loss for the
period of $105 million reflects
operating profit more than offset by finance costs and
tax
· Basic EPS
of (16.1)c reflects the loss for the
period
· Cash flow from operating
activities of $48 million, a
significant improvement on the outflow in 2022
CFO succession
Arvind Balan will join Wood as
Chief Financial Officer (CFO) on 15 April 2024, replacing David
Kemp who will retire from the Board on 14 April 2024. David will
remain with Wood for a period of time to ensure a smooth
transition.
Presentation
A presentation with Ken Gilmartin
(CEO) and David Kemp (CFO) will be held at 9:00am today in London,
UK. This event will also be webcast at https://edge.media-server.com/mmc/p/ngex5be8.
The webcast and transcript will be
available after the event at www.woodplc.com/investors.
For further information:
|
|
Simon McGough, President, Investor
Relations
|
+44 (0)7850 978 741
|
Vikas Gujadhur, Senior Manager,
Investor Relations
|
+44 (0)7855 987 399
|
Alex Le May / Ariadna Peretz, FTI
Consulting
|
+44 (0)20 3727 1340
|
The person responsible for
arranging the release of this announcement on behalf of Wood is
Martin McIntyre, Company Secretary.
Future events
· 9
May 2024 - Q1 trading update and Annual General Meeting
· 11
July 2024 - HY24 trading update
· 20
August 2024 - HY24 results
· 7
November 2024 - Q3 trading update
NOTES
Adjustments between
statutory and underlying information
The Group uses various alternative performance measures
(APMs) to enable users to better understand the performance 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:
FY22 results
are re-presented to include the results of Built Environment
Consulting Saudi Arabia, which was previously classified as held
for sale. For FY22, this business contributed $27 million of
revenue and $3 million of adjusted EBITDA.
Note
2: Percentage growth rates are calculated on actuals and not
the rounded figures shown throughout this statement. Growth rates
shown at constant currency are calculated by comparing unaudited
FY23 to FY22 restated at FY23 currency rates.
Note 3:
Built
Environment Consulting (sold in September 2022) is treated as a
discontinued operation and its results are included within the
"Total group" measures. Continuing results exclude its
results.
Note 4:
A
reconciliation of adjusted EBITDA to operating profit is shown in
note 1 to the financial statements.
Note 5:
Adjusted EBITDA
margin is adjusted EBITDA shown as a percentage of revenue. This
measure is used by management to measure the performance of
business, and is one of our medium-term targets.
Note 6:
Adjusted EBIT
shows the Group's adjusted EBITDA after depreciation and
amortisation. This measure excludes amortisation of acquired
intangibles and is therefore aligned with our measure of adjusted
EPS. A reconciliation of adjusted EBIT to operating profit/loss is
shown in the Financial Review on page 13.
Note 7:
Adjusted EBIT
margin is adjusted EBIT shown as a percentage of revenue. This
measure is used by management to measure the performance of
business.
Note 8:
A
reconciliation of adjusted diluted EPS to basic EPS is shown in
note 9 of the financial statements.
Note
9: Adjusted operating cash flow refers to adjusted cash
generated from operations excluding leases, as shown on page 20 of
the Financial Review. This is a metric used by management to
monitor business performance throughout the year.
Note 10:
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 IFRS 16 (Leases) accounting and FX. A reconciliation
of free cash flow to our statutory cash flow statement is shown on
page 26. Free cash flow is a key measure of delivering value to our
shareholders.
Note 11:
Net debt /
adjusted EBITDA ratio (covenant basis) is calculated on the
existing basis prior to the adoption of IFRS 16 in 2019 and is
based on net debt excluding leases. It includes a series of
covenant adjustments to both net debt and EBITDA. The calculation
is shown in the Financial Review on page 24. This measure is a key
metric used in our debt covenants.
Note 12:
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. Multi-year agreements are recognised 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
13: Headcount is a measure of total employees working for Wood,
including Wood employees and contractors. This measure excludes
employees in our joint ventures.
Note
14: Excluding the Gulf of Mexico labour operations business
sold in March 2023. Order book at constant
currency.
Note 15:
Sustainable solutions consist of activities related to: renewable
energy, hydrogen, carbon capture & storage, electrification and
electricity transmission & distribution, LNG, waste to energy,
sustainable fuels & feedstocks and recycling, processing of
energy transition minerals, life sciences, and decarbonisation in
oil & gas, refining & chemicals, minerals processing and
other industrial processes. In the case of mixed scopes that
include a decarbonisation element, for our pipeline disclosure we
include the proportion of the opportunity that is related to those
decarbonisation elements. For our revenue disclosure, we only
include revenue if directly within sustainable solutions, with
mixed scopes only included if 75% or more of the scope relates to
decarbonisation.
CEO STATEMENT
We made significant progress in
the first year of our three-year profitable growth strategy. The
focus in year one was to return to growth and deliver results in
line with our guidance. We achieved strong growth in adjusted
EBITDA and improved our margin, both of which exceeded our
expectations at the start of the year.
Strong growth in the first year of
our growth strategy
Revenue growth across all
businesses
Group revenue of $5.9 billion was
broadly in line with our guidance, up 8% on last year (up 9% at
constant currency) with growth across all of our business
units, led by Consulting. This growth
shows the demand that is in our markets for the consulting and
engineering services we provide. Around a third of our revenue
growth reflected increased pass-through activity, for which we earn
little or no margin.
Strong adjusted EBITDA growth
Our adjusted EBITDA of $423
million was up 9% on last year, and up 11% at constant currency,
reflecting the strong revenue growth combined with an improved
margin of 7.2%. This margin performance reflects an improved
business mix, as we shift our business model more and more towards
consulting and engineering services, and improved pricing across
our business. The margin performance included the increased opex
investments we made to drive future growth, and the dilutive impact
of the increased pass-through revenue.
Our adjusted EBIT was up 4% on
last year at $185 million, reflecting the growth in EBITDA offset
by higher lease depreciation and software amortisation. Our
adjusted diluted EPS was 2.3 cents, an improvement on (3.1)c in
2022, reflecting the higher adjusted EBIT and lower finance costs.
Despite an improvement in the year, our adjusted tax rate remains
high and this is covered in detail in the Financial Review on page
19.
Statutory results
Operating profit in the year was
$38 million compared to an operating loss of $565 million in 2022,
which was impacted by goodwill and intangible impairments of $542
million.
Operating profit included $77
million of exceptional items. These included $5 million of costs
related to the unsolicited bids from Apollo Global Management,
which were booked in the first half of the year, and the movement
in our asbestos liability. Also included is a $45 million charge in
relation to the Power and Industrials EPC business which we closed
in 2022. The charge includes a receivable write down booked in the
first half as well as a provision taken in the second half of the
year relating to an arbitration claim against Wood. Further details
are included in the Financial Review on pages 16-17.
The loss for the period was $105
million, mainly reflecting the low level of statutory operating
profit offset by finance costs and tax. Our basic earnings per
share was (16.1) cents (FY22: (52.4) cents).
Cash performance reflects our turnaround
journey
As expected, we saw a significant
improvement in our adjusted operating cash flow to $194 million.
This year-on-year improvement of $260 million was driven by higher
adjusted EBITDA and a much-improved working capital
performance.
Our free cash outflow of $265
million includes $145 million of outflows related to exceptional
cash items.
Looking ahead, we continue to
expect to grow operating cash at a rate above the growth in EBITDA
while also reducing the exceptional cash outflows. Operating cash
generation will be further strengthened by the actions we are
taking on cost and portfolio, and we expect to generate significant
free cash flow from 2025.
Business momentum
We continue to see good momentum
across our business. Our order book of $6.3 billion was up 7% on a
like-for-like basis while we saw double-digit growth in our
factored sales pipeline. Our headcount grew by 1% excluding the
Gulf of Mexico business.
Encouragingly, we continue to see
improvements in pricing. The price of work in both our pipeline and
order book improved throughout 2023 and better pricing was a key
driver of margin expansion in the year.
Delivering on our profitable
growth strategy in 2023
We set out our profitable growth
strategy in November 2022 and we are delivering on each of the
three pillars: inspired culture, performance excellence, and
profitable growth.
1) Delivering an inspired
culture
An inspired culture is about
creating a great place to work. During 2023 we put a real focus on
culture and improving employee engagement. We were pleased to see a
vastly improved employee net promoter score in our mid-year survey
and a lower level of employee turnover in professional roles across
the Group. Improving leadership diversity is a key part of our
inspired culture pillar, with a target of 40% female representation
amongst our senior leaders by 2030. We have now reached 35%, an
improvement on 32% at December 2022.
2) Delivering performance
excellence
Performance excellence is about
being results-focused and delivering across all of the business.
Our order book growth highlights the work done across all business
units to win new work while maintaining the bidding discipline
crucial to our strategy. Encouragingly, we have also delivered
improvements in pricing across the business. We are pleased to have
grown our sustainable solutions business again, now to around $1.3
billion of revenue, and representing 43% of our pipeline. Our
Global Execution Centre is a critical part of delivering
performance excellence for our clients and we now have over 2,000
employees working in our centre in India.
3) Delivering profitable
growth
Delivering profitable growth is
about building a higher-grade business. We grew adjusted EBITDA by
9% in the year despite higher pass-through activity and the opex
investments we made for growth. This shows the pricing benefits
starting to come through along with improved operational delivery.
Delivering profitable growth will lead to significant cash flow
generation over time. In 2023 we delivered a substantial
improvement in our operating cash flow as we continued our cash
recovery journey.
We have the right business model
in place
We are now a services-led business
with the majority of our contracts cost reimbursable (c.80% of
revenue) and the remainder mostly fixed price services (c.20% of
revenue). This contract mix represents our risk-appetite following
our strategic move away from LSTK activity.
Our markets are attractive
The energy and materials markets
offer significant growth opportunities for Wood. We are focused
on:
· Large markets with solid growth - Oil & Gas and
Chemicals
· Small markets today with substantial growth potential -
Hydrogen and Carbon Capture
· Large markets where we can significantly grow our share -
Minerals and Life Sciences
Together, these six focus markets
offer an addressable market of c.$240 billion in 2026. We expect to
outperform market growth through continued market leadership,
winning share and a shift in our business mix over time.
Winning work across our markets
During 2023, we continued to win
work across all of our markets, helped by client demands for
solutions that address energy security, energy transition and
sustainable materials.
Significant contract wins across
Energy in the year
included:
· New
global framework agreement with Shell
· Detailed engineering design for Woodside's Trion project in
the Gulf of Mexico
· New
strategic partnership with Harbour Energy, with contracts worth
around $330 million
· c.$250 million contract extension in Southeast Asia for
operations and brownfield engineering services
Significant contract wins in the
year in Materials
included:
· Collaboration agreement with OMV for the licensing of its
ReOil® plastic recycling technology
· $50
million capital project delivery partner contract from GSK in the
USA
· FEED
and EPCm for Europe's largest high purity manganese processing
facility
Our pipeline continues to grow
across both energy and materials, and shows the diversification of
the future Group, with 34% of the pipeline in materials and 64% in
energy.
Growing our Consulting
business
Our higher-margin Consulting
business saw the strongest growth across the business in 2023,
following a reorganisation at the start of the year and increased
opex investments to drive growth. Consulting operates across all of
our end markets, addressing client challenges across energy,
materials and industrial digitalisation and decarbonisation. In
2023, Consulting had sustainable solutions revenue of c.$225
million, helped by our solutions across hydrogen and carbon capture
which together saw nearly 1,000 pieces of work awarded in
2023.
Growing our sustainable
business
Wood is an enabler of net zero,
providing solutions across decarbonisation, energy transition and
materials for a net zero world. We generated around $1.3 billion of
sustainable solutions revenue in 2023, up 15% on last year.
Sustainable solutions now represent 22% of revenue and 43% of our
factored sales pipeline.
In addition to the excellent
progress we are making on growing our sustainable solutions
business, we continue to deliver against our ESG strategy. We
reduced our scope 1 & 2 carbon emissions by 71%, ahead of our
2030 target of a 40% reduction from our 2019 baseline, and we
continued to progress leadership diversity. Our progress across ESG
was once again reflected in our MSCI AA rating, awarded for the
ninth consecutive year, and the maintenance of our top quartile
ranking against peers.
Simplification to enhance our
strategic delivery
To build on the progress made in
the first year of our three-year strategy, we have launched a
simplification programme to enhance our strategic delivery and
support margin expansion.
Driving margin
expansion
We will drive higher margins, both
EBITDA and EBIT, through:
· Continued growth - continuing to
deliver scale benefits as we grow
· Evolution of our business mix -
continued shift to services-led model and higher growth in
Consulting
· Improved pricing - reflecting the
selectivity of work and the significant demand for our
expertise
· Taking action on cost -
simplification programme to create a leaner and more efficient
Wood
Simplification programme
We have set out a simplification
programme to help us deliver higher margins while remaining focused
on business growth. This programme will:
· Right-size our central functions -
by putting greater ownership and accountability for functional
activities into the business units, and reducing the number of
central function roles
· Simplify the way we work - by
reducing complexity in our functional structure, processes and
procedures, and expanding our shared services model
· Deliver IT savings - building on the
cost savings announced previously
· Reduce property costs - cost savings
announced previously that will reduce our property
portfolio
This programme is expected to
generate annualised savings of around $60 million from 2025, with a
benefit in FY24 of around $10 million. The costs to achieve this
programme are expected to be around $70 million with an exceptional
item to be recognised in our first half results. The cash impact is
expected to be around $50 million in FY24, weighted to the first
half, and around $20 million in FY25.
Aligning our portfolio with our strategy
We continue to evaluate our
portfolio and identified certain businesses deemed non-core to our
strategic growth and priorities. The largest of which is
EthosEnergy, a joint venture within Investment Services. We
announced in January 2024 that we had started the sales process for
EthosEnergy and have made good progress to date. We are also
actively exploring options for a number of other small businesses
in our portfolio.
Upgraded 2024 outlook
Adjusted EBITDA is expected to grow
towards the top end of our mid to high single digit medium term
target, before the impact of disposals. Our adjusted EBITDA margin
is expected to expand in 2024, driven by topline growth, an
evolving business mix and improved pricing, plus the c.$10 million
in-year benefits of our simplification programme.
Performance in 2024 will be
weighted to the second half, reflecting the typical seasonality of
our business and the phasing of the in-year benefit of the
simplification programme.
Our cash performance is expected to
continue to improve with operating cash growing at a faster rate
than adjusted EBITDA. This will help deliver positive free cash
flow before exceptional cash flows. These exceptional cash flows
are expected to be around $120 million and will be weighted to the
first half. They now include c.$50 million related to the delivery
of the simplification programme.
Net debt at December 2024 is
expected to be lower than December 2023 after the
expected proceeds from planned
disposals.
Upgraded medium-term
outlook
The simplification programme is
expected to add to our growth potential, leading to adjusted EBITDA
growth in 2025 above our medium-term target. We will continue to
expand our adjusted EBITDA margin and that benefit will translate
into our EBIT margins and support a significant increase in our
earnings per share over the medium term.
We are on-track to deliver
significant free cash flow in 2025, as previously guided. Our
sustainable free cash flow generation from 2025, combined with
proceeds from disposals, will provide increased flexibility in our
capital allocation policy.
Executive Management Team changes
Marla Storm joined Wood in January
2024 as Chief Human Resources Officer (CHRO), replacing Lesley
Birse who has retired. Michael Rasmuson joined Wood in January 2024
as Group General Counsel, replacing Martin McIntyre, who will
remain as Company Secretary until a successor for this role is
appointed. Arvind Balan will join as CFO in April 2024, replacing
David Kemp who will retire. Marla and Michael are based in Texas,
USA, and Arvind will be based in London, UK.
BUSINESS REVIEWS
CONSULTING
Our Consulting business provides
technical consulting, digital consulting, and energy asset
development. It also provides decarbonisation and digital solutions
that open opportunities across our other business units.
Financial review
|
FY23
(unaudited)
$m
|
FY221
$m
|
Movement
%
|
At constant currency %
|
Revenue
|
739
|
652
|
13.3%
|
13.5%
|
Adjusted
EBITDA2
|
80
|
76
|
4.4%
|
5.9%
|
Adjusted EBITDA margin
|
10.8%
|
11.7%
|
(0.9)ppts
|
(0.8)ppts
|
Adjusted EBIT
|
59
|
50
|
20.1%
|
|
Adjusted EBIT margin
|
8.0%
|
7.6%
|
0.4ppts
|
|
Order book
|
529
|
476
|
11.1%
|
11.2%
|
Headcount
|
4,055
|
3,941
|
2.9%
|
|
1. Re-presented to include the
Built Environment Consulting Saudi Arabia business, see note on
page 4.
2. Adjusted EBITDA includes $nil
from JVs (FY22: $nil). Revenue does not include any contribution
from JVs.
Revenue of $739 million was 13%
higher than last year, with strong growth across both technical
consulting and digital consulting in both our energy and materials
markets.
Adjusted EBITDA of $80 million was
4% higher than last year and 6% higher on a constant currency
basis, reflecting the revenue growth offset by a lower margin. The
lower adjusted EBITDA margin of 10.8% partly reflects the exit of
high-margin work in Russia in 2022, as well as the opex investments
we made to secure future growth.
The order book at 31 December 2023
was $529 million, up 11% on last year.
Operational review
Consulting completed an internal
restructure at the start of 2023 and made significant opex
investments to better align with the growth trends across technical
consulting, digital consulting and decarbonisation.
Across our markets, Consulting saw
double-digit growth across both energy and materials and 47% growth
in sustainable solutions, helped by demand for our renewables and
decarbonisation consulting solutions.
Key awards in the period across
Consulting included:
· Feasibility study in Europe looking at converting natural gas
pipelines for hydrogen transportation
· Supporting Chevron Renewable Energy Group's
Biorefinery
· Pre-FEED work on SGN's high pressure hydrogen
pipelines
Sustainable solutions revenue was
c.$225 million, up 47% and represented around 30% of Consulting
revenue.
Outlook for 2024
Following the opex investments
made in 2023, we expect Consulting to have the strongest EBITDA
growth in the Group, supported by good revenue growth and an
expansion in margin, weighted to the second half as performance and
pricing benefits ramp up.
PROJECTS
Our Projects business mainly
provides complex engineering design and project management across
energy and materials markets including oil and gas, chemicals,
metals and minerals and life sciences.
Financial review
|
FY23
(unaudited)
$m
|
FY22
$m
|
Movement
%
|
At constant currency %
|
Revenue1
|
2,424
|
2,211
|
9.6%
|
10.2%
|
Adjusted
EBITDA2
|
177
|
169
|
5.0%
|
5.0%
|
Adjusted EBITDA margin
|
7.3%
|
7.6%
|
(0.3)ppts
|
(0.4)ppts
|
Adjusted EBIT
|
87
|
80
|
8.0%
|
|
Adjusted EBIT margin
|
3.6%
|
3.6%
|
-ppts
|
|
Order book
|
2,026
|
2,081
|
(2.6)%
|
(2.6)%
|
Headcount
|
13,549
|
13,918
|
(2.7)%
|
|
1. Pass-through revenue, which
generates only a small or nil margin, was around $460 million
(FY22: c.$290 million).
2. Adjusted EBITDA includes $3.4
million from JVs (FY22: $3.9 million). Revenue does not include any
contribution from JVs.
Revenue of $2,424 million was 10%
higher than last year. The business saw strong growth across oil
and gas and chemicals offsetting the run-down of our LSTK and
large-scale EPC activities and lower revenue in minerals. Over half
of the revenue growth came from the increase in pass-through
revenue.
Adjusted EBITDA of $177 million
was 5% higher than last year. This reflected the revenue increase
combined with a lower margin of 7.3%. The lower margin includes the
impact of higher pass-through revenue, for which we receive nil or
a small margin, and increased opex investments made in the
year.
The order book at 31 December 2023
was $2,026 million, down 3% on last year reflecting our shift away
from LSTK and largescale EPC, and lower orders in our minerals
business.
Operational review
The strategic move away from LSTK
and largescale EPC is now complete and is reflected in the lower
headcount. We continue to grow our services-led business model
across energy and materials.
Business growth was balanced
across both energy and materials market. Key awards in the period
included:
· Collaboration agreement with OMV for the licensing of its
ReOil® plastic recycling technology
· FEEDs for ADNOC's and QatarEnergy's gas facilities in the
Middle East
· Detailed engineering design for Woodside's Trion project in
the Gulf of Mexico
· Significant life sciences engineering contract in the USA
with GSK worth c.$50 million
· Brownfield engineering contract to help produce active
pharmaceutical ingredients in Europe
· Supporting one of the world's largest offshore clean power
projects in Germany
Sustainable solutions revenue was
c.$730 million, up 10% and represented c.30% of Projects revenue
despite a reduction in loss-making LSTK activity in
renewables.
Outlook for 2024
We expect moderate revenue and
EBITDA growth, weighted to the second half given the phasing of new
orders and our continued shift away from LSTK and largescale EPC
work. Our adjusted EBITDA margin is expected to expand as the year
progresses.
OPERATIONS
Our Operations business manages
and optimises our customers' assets including decarbonisation,
maintenance, modifications, brownfield engineering, and asset
management through to decommissioning.
Financial review
|
FY23
(unaudited)
$m
|
FY22
$m
|
Movement
%
|
At constant currency %
|
Revenue1,2
|
2,482
|
2,407
|
3.1%
|
4.4%
|
Adjusted
EBITDA3
|
165
|
148
|
11.9%
|
16.1%
|
Adjusted EBITDA margin
|
6.7%
|
6.1%
|
0.6ppts
|
0.7ppts
|
Adjusted EBIT
|
108
|
100
|
8.2%
|
|
Adjusted EBIT margin
|
4.3%
|
4.1%
|
0.2ppts
|
|
Order book
|
3,605
|
3,295
|
9.4%
|
10.6%
|
Headcount
|
15,561
|
15,787
|
(1.4)%
|
|
1. Pass-through revenue, which
generates only a small or nil margin, was around $550 million
(FY22: c.$500 million)
2. Includes the results of the
Gulf of Mexico labour operations business that was sold in March
2023. In FY23, this business contributed
$21 million of revenue (FY22: $99
million) and $1 million of adjusted EBITDA (FY22: $5
million).
3. Adjusted EBITDA includes $13.0
million from JVs (FY22: $15.2 million). Revenue does not include
any contribution from JVs.
Revenue of $2,482 million was 3%
higher than last year, and 4% higher at constant currency. This
reflects continued increases in activity levels in oil and gas
across Europe, the Middle East and Asia-Pacific.
Revenue growth also includes an increased level
of pass-through revenue and the impact of the sale of the Gulf of
Mexico labour operations business in the period.
Adjusted EBITDA of $165 million
was 12% higher than last year, and 16% higher at constant currency,
reflecting the revenue growth and an increased margin of 6.7%. This
margin increase, despite higher pass-through revenue, mainly
reflects improved overall contract performance and some improved
pricing.
The order book at 31 December 2023
was $3,605 million, 9% higher than last year and reflects the
expected strong final quarter for bookings. Excluding the Gulf of
Mexico offshore labour operations business, the order book was up
15% at constant currency.
Operational review
Operations continued to benefit
from higher activity levels across geographies. Key awards in 2023
included:
· New
strategic partnership with Harbour Energy for its UK North Sea
operations, with associated contracts for five years (with five
one-year extensions) worth around $330 million
· c.$250 million contract extension in SE Asia for operations
and brownfield engineering services
· Brownfield modifications for bp's Murlach development in the
North Sea
· Brownfield EPCm contract with Woodside in
Australia
· Two-year operations contract extension with Equinor in the
Mariner field in the North Sea
Sustainable solutions revenue was
c.$260 million, up 15% and representing around 11% of Operations
revenue.
Outlook for 2024
We expect moderate revenue and
EBITDA growth throughout the year.
INVESTMENT SERVICES
Our Investment Services business
unit manages a number of legacy activities and includes our
Turbines joint ventures. The most notable areas are activities in
industrial power and heavy civil engineering.
Financial review
|
FY23
(unaudited)
$m
|
FY22
$m
|
Movement
%
|
At constant currency %
|
Revenue
|
255
|
199
|
28.4%
|
27.8%
|
Adjusted
EBITDA1
|
77
|
69
|
11.2%
|
11.5%
|
Adjusted EBITDA margin
|
30.2%
|
34.9%
|
(4.7)ppts
|
(4.4)ppts
|
Adjusted EBIT
|
48
|
47
|
1.7%
|
|
Adjusted EBIT margin
|
18.6%
|
23.5%
|
(4.9)ppts
|
|
Order book
|
109
|
164
|
(33.6)%
|
(34.0)%
|
Headcount
|
518
|
426
|
21.6%
|
|
1. Includes results from our two
Turbines joint ventures. Adjusted EBITDA from these JVs was $65
million in FY23 and $48 million in FY22. Revenue does not include
any contribution from JVs.
Revenue of $255 million was 28%
higher than last year. This growth primarily reflects strong
activity growth in our heavy civils business and the transfer of a
facilities business into Investment Services in 2023 from
Projects.
Adjusted EBITDA of $77 million
mostly represents the share of results from our Turbines joint
ventures of
$65 million, up significantly on
last year with a strong performance across both EthosEnergy and
RWG. Excluding these Turbine JVs, adjusted EBITDA was down
significantly.
The order book at 31 December 2023
was $109 million, down 34% on last year.
Outlook for 2024
We expect the contribution from
Investment Services to be broadly flat in 2024, with the
performance of our Turbine JVs weighted to the second half as is
typical in these businesses.
CENTRAL COSTS
|
FY23
(unaudited)
$m
|
FY22
$m
|
Movement
%
|
At constant currency %
|
Adjusted EBITDA
|
(76)
|
(74)
|
(3.7)%
|
(2.8)%
|
Adjusted EBIT
|
(117)
|
(99)
|
(17.7)%
|
|
Central costs, not allocated to
business units, increased slightly to $76 million, with cost
reductions mostly offsetting inflationary pressures.
Outlook for 2024
We expect to see a reduction in
central costs of around $10 million from the benefits of our
simplification programme.
FINANCIAL REVIEW
Trading performance
Trading performance is presented
on the basis used by management to run the business with adjusted
EBITDA and adjusted EBIT including the contribution from joint
ventures. Revenue does not include any contribution from joint
ventures. A reconciliation of adjusted EBITDA and adjusted EBIT to
operating profit is included below. A calculation of adjusted
diluted EPS is shown on page 19.
|
2023
(unaudited)
$m
|
2022
(re-presented)
$m
|
Continuing operations
|
|
|
Revenue
|
5,900.7
|
5,469.3
|
Adjusted EBITDA1
|
422.7
|
388.2
|
Adjusted
EBITDA margin %
|
7.2%
|
7.1%
|
Depreciation (PPE)
|
(26.2)
|
(29.3)
|
Depreciation on right of use asset (IFRS
16)
|
(103.1)
|
(90.5)
|
Impairment of joint venture investments and
property, plant and equipment
|
(1.8)
|
(2.4)
|
Amortisation - software and system
development
|
(106.6)
|
(89.0)
|
Adjusted
EBIT
|
185.0
|
177.0
|
Adjusted EBIT margin %
|
3.1%
|
3.2%
|
Amortisation - intangible assets from
acquisitions
|
(54.5)
|
(64.4)
|
Tax and interest charges on joint
ventures
|
(16.3)
|
(14.3)
|
Exceptional items
|
(76.7)
|
(121.2)
|
Impairment of goodwill and intangible
assets
|
-
|
(542.3)
|
Operating
profit/(loss)
|
37.5
|
(565.2)
|
Net finance expense
|
(81.5)
|
(109.8)
|
Interest charge on lease liability
|
(18.7)
|
(16.4)
|
Loss before
taxation from continuing operations
|
(62.7)
|
(691.4)
|
Tax charge on continuing operations
|
(65.0)
|
(10.9)
|
Loss for the
period from continuing operations
|
(127.7)
|
(702.3)
|
Profit from discontinued operations, net of
tax
|
22.5
|
350.6
|
Loss for the
period
|
(105.2)
|
(351.7)
|
Non-controlling interest
|
(5.5)
|
(4.6)
|
Loss
attributable to owners of parent
|
(110.7)
|
(356.3)
|
Number of shares (basic)
|
685.9
|
680.4
|
Basic loss per share
(cents)
|
(16.1)
|
(52.4)
|
In the table above depreciation
and amortisation include the contribution from joint
ventures.
Built Environment Consulting (sold
in September 2022) is classified as a discontinued operation and
its results are included within "Total Group" measures. Continuing
operations excludes its results. The comparative information has
been re-presented due to the reclassification of Built Environment
Consulting Saudi Arabia from discontinued into continuing
operations. This relates to the sale of a subsidiary, previously
classified as held for sale, which did not complete during 2023 and
will now be retained by the Group. The revenue of this business for
the year ended 31 December 2022 was $27.1 million and Adjusted
EBITDA was $3.1 million.
Revenue was up 8% on 2022 to
$5,900.7 million with good growth across all business units.
Adjusted EBITDA increased by $34.5 million to $422.7 million
primarily due to the higher revenue and helped by a slightly higher
margin of 7.2% as operational performance and improved pricing
offset investments in operating costs.
Adjusted EBIT increased by $8.0
million with higher adjusted EBITDA partly offset by higher
depreciation of right of use assets and a higher software
amortisation charge reflecting the increased software spend across
the Group in recent years.
Operating profit of $37.5 million
(2022: loss $565.2 million) has improved mainly due to lower
exceptional items of $76.7 million (2022: $121.2 million) and no
impairment charge (2022: $542.3 million) being recognised on
goodwill and intangible assets. The $22.5 million profit from
discontinued operations, net of tax includes the final proceeds
from the Built Environment Consulting business following agreement
of the completion balance sheet between the Group and WSP. The
increase in the tax charge to $65.0 million (2022: $10.9 million)
is primarily driven by actuarial movements in the UK pension
scheme.
The review of our trading
performance is contained within the Chief Executive Review on pages
5 to 12.
Reconciliation of
Adjusted EBIT to Adjusted diluted EPS
|
2023
(unaudited)
$m
|
2022
(re-presented)
$m
|
Adjusted
EBIT
|
185.0
|
177.0
|
Tax and interest charges on joint
ventures
|
(16.3)
|
(14.3)
|
Adjusted net finance expense
|
(70.4)
|
(103.9)
|
Interest charge on lease liability
|
(18.7)
|
(16.4)
|
Adjusted
profit before tax
|
79.6
|
42.4
|
Adjusted tax charge
|
(58.3)
|
(59.2)
|
Adjusted (loss)/profit from
discontinued operations, net of tax
|
(10.2)
|
60.2
|
Adjusted profit for the period
|
11.1
|
43.4
|
Non-controlling interest
|
(5.5)
|
(4.6)
|
Adjusted earnings
|
5.6
|
38.8
|
Number of shares (m) - diluted
|
685.9
|
680.4
|
Adjusted diluted EPS
(cents)2
|
0.8
|
5.7
|
Adjusted diluted EPS (cents) continuing
operations2
|
2.3
|
(3.1)
|
See notes on page 24
Reconciliation to GAAP measures
|
2023
(unaudited)
$m
|
2022
(re-presented)
$m
|
Loss before tax from continuing
operations
|
(62.7)
|
(691.4)
|
Impairment of goodwill and intangible
assets
|
-
|
542.3
|
Exceptional items
|
76.7
|
121.2
|
Exceptional items - net finance
expense
|
11.1
|
5.9
|
Amortisation - intangible assets from
acquisitions
|
54.5
|
64.4
|
Adjusted
profit before tax
|
79.6
|
42.4
|
|
|
|
Tax charge
|
65.0
|
10.9
|
Tax in relation to acquisition
amortisation
|
3.7
|
11.9
|
Tax on exceptional items
|
(10.4)
|
36.4
|
Adjusted tax
charge
|
58.3
|
59.2
|
|
|
|
Profit from discontinued operations, net of
tax
|
22.5
|
350.6
|
Discontinued operations, gain on
disposal
|
(37.7)
|
(297.1)
|
Discontinued items, exceptional
items
|
5.0
|
6.7
|
Adjusted
(loss)/profit from discontinued operations, net of
tax
|
(10.2)
|
60.2
|
The reconciliation from adjusted
EBIT of $185.0 million (2022: $177.0 million) to adjusted earnings
of $5.6 million (2022: $38.8 million) has been provided to show a
clear reconciliation to adjusted diluted EPS, which is a key
performance measure of the Group. The reconciliation to GAAP
measures highlights that the adjusted measures remove exceptional
items, the exceptional items on discontinued operations and the
associated tax charges on the basis that these are disclosed
separately due to their size and nature to enable a full
understanding of the Group's performance. Please refer to
commentary on exceptional items and associated tax charges on pages
16 to 18. Amortisation on intangible assets from acquisitions and
the associated tax credit has been excluded to allow a more useful
comparison to Wood's peer group.
Amortisation, depreciation and
other impairments for continuing operations
Total amortisation for 2023 was
$161.1 million (2022: $153.4 million), all of which relates to the
continuing Group. The total amortisation charge includes $54.5
million of amortisation of intangibles recognised on the
acquisition of Amec Foster Wheeler ("AFW") (2022: $63.5 million).
Amortisation in respect of software and development costs was
$106.6 million (2022: $89.0 million) and this largely relates to
engineering software and ERP system development. Included in the
amortisation charge for the year is $1.4 million (2022: $1.5
million) in respect of joint ventures.
The total depreciation charge in
2023 amounted to $129.3 million (2022: $119.8 million) and includes
depreciation on right of use assets of $103.1 million (2022: $90.5
million). Included in the depreciation charge for the year is $13.1
million (2022: $12.3 million) in respect of joint
ventures.
Net finance expense and
debt
|
2023
(unaudited)
$m
|
2022
$m
|
Interest on bank
borrowings
|
59.4
|
47.2
|
Interest on US Private Placement
debt
|
16.6
|
40.3
|
Discounting relating to asbestos,
deferred consideration and other liabilities
|
12.3
|
6.8
|
Other interest, fees and
charges
|
12.6
|
22.4
|
Total finance expense excluding joint ventures
and interest charge on lease liability
|
100.9
|
116.7
|
Finance income relating to defined
benefit pension schemes
|
(18.3)
|
(2.4)
|
Other finance income
|
(1.1)
|
(4.5)
|
Net finance expense
|
81.5
|
109.8
|
Interest charge on lease
liability
|
18.7
|
16.4
|
Net finance charges in respect of
joint ventures
|
6.5
|
4.4
|
Net finance expense including joint ventures,
continuing Group
|
106.7
|
130.6
|
Interest on bank borrowings of
$59.4 million (2022: $47.2 million) primarily relates to interest
charged on borrowings under the $1.2 billion Revolving Credit
Facility ('RCF') which matures in October 2026 and the United
Kingdom Export Facility ('UKEF') term loan which was repaid in
December 2023 and replaced with a $200.0 million term loan facility
maturing in October 2026. Despite the reduction in average net debt
during the period, there was a $12.2 million increase in interest
on bank borrowings. The increase in the interest expense is
primarily driven by higher interest rates in 2023 compared with
2022. The higher interest rate is primarily driven by higher
base rates throughout 2023 partially offset by the impact of a
lower margin in 2023, caused by the reduction in the net debt to
adjusted EBITDA covenant from December 2022.
The interest charge on US Private
Placement debt decreased by $23.7 million to $16.6 million
primarily due to the total repayment of around $450 million to the
USPP noteholders during the second half of 2022, being the early
settlement of notes following the disposal of the Built Environment
Consulting business. The Group had $352.5 million (2022: $352.0
million) of unsecured loan notes outstanding at 31 December 2023,
maturing between 2024 and 2031 with around 75% due in 2025 or
later.
Other interest, fees and charges
amount to $12.6 million (2022: $22.4 million) and principally
relates to the interest on other facilities of $8.4 million,
including the receivables factoring facilities and amortisation of
bank facility costs of $4.2 million (2022: $10.5 million). The
reduction of $9.8 million in other interest, fees and charges is
primarily due to lower bank facility costs due to one off, non-cash
charges incurred in 2022 as a result of the partial early
repayments of the UKEF and USPP facilities.
In total, the Group had undrawn
facilities of $902.1 million as at 31 December 2023, of which
$843.1 million related to the revolving credit facility.
The Group recognised interest
costs in relation to lease liabilities of $18.7 million (2022:
$16.4 million) which relates to the unwinding of discount on the
lease liability.
Included within the discounting
balance of $12.3 million (2022: $6.8 million) is the unwinding of
discount on the asbestos provision of $11.1 million (2022: $5.9
million).
Net debt excluding leases to
adjusted EBITDA (excluding the impact of IFRS 16) at 31 December
was 2.08 times on a covenant basis (2022: 1.3 times) 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
24.
Interest cover (see note 5 on page
25) was 4.0 times on a covenant basis (2022: 4.2 times) against our
covenant of 3.5 times.
Exceptional items
|
2023
(unaudited)
$m
|
2022
$m
|
Exceptional items included in continuing
operations
|
|
|
Power and Industrial EPC losses
|
45.1
|
25.0
|
Impairment of goodwill and intangible
assets
|
-
|
542.3
|
Apollo related costs
|
4.8
|
-
|
Redundancy, restructuring and integration
costs
|
-
|
30.1
|
Investigation support costs and
provisions
|
(2.6)
|
(4.2)
|
Enterprise settlement
|
-
|
35.6
|
Asbestos yield curve and costs
|
29.4
|
21.5
|
Russia exit costs and charges
|
-
|
13.2
|
Exceptional
items included in continuing operations, before interest and
tax
|
76.7
|
663.5
|
Unwinding of discount on asbestos
provision
|
11.1
|
5.9
|
Tax (credit)/charge in relation to exceptional
items
|
(0.2)
|
5.2
|
Release of uncertain tax provision
|
(7.4)
|
-
|
Derecognition/(recognition) of deferred tax
assets due to UK pension actuarial movements
|
18.0
|
(41.6)
|
Exceptional items included in continuing
operations, net of interest and tax
|
98.2
|
633.0
|
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.
Power and Industrial EPC losses
The Group made a strategic
decision in 2021 to exit certain business segments within the Power
and Industrials sub business group. Following that decision, we
ceased to operate in the large-scale EPC or lump sum turnkey
business segment.
The costs of exiting that business
and any subsequent costs related to the wind down of contracts in
that business, to the extent they are material in size, have been
treated as exceptional on the basis that they relate to a segment
in which the Group no longer operates.
In the first half of 2023 the
Group recorded a non-cash exceptional charge of $20.4 million
relating to a write down of receivable balances arising from
activity in the Power and Industrial EPC business. The Group had
expected to recover these balances, but these have since been
disputed.
In the second half of 2023, a
former client raised an arbitration claim against the Group in
respect of alleged damages and costs arising from a legacy Power
and Industrial contract. Following evaluation of the claim,
the Group has recognised a provision of $23.0 million with a charge
to exceptional items, representing our assessment of probable
outflows arising from the matter.
During the year additional costs
relating to the discontinued business of $1.7 million were recorded
as an exceptional charge. This follows previous write downs made
during 2022 of $25.0 million, including a revenue reversal of $8.0
million which represents the impact of a reduction in total value
of the contract and is in relation to revenue recognised in prior
years.
Apollo related costs
The Group incurred $4.8 million in
relation to legal and advisor costs arising from Apollo's
preliminary approach to potentially acquire the ordinary share
capital of the Group, which did not ultimately lead to an
offer.
Investigation support costs and provisions
The regulatory investigations were
all closed out during 2021 and the agreed settlements were
materially in line with the provision made in 2020. The $2.6m
credit relates to the release of provisions made for additional
legal and other costs which were ultimately not
needed.
Asbestos
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 charges
from the trading results improves the understandability of the
underlying trading performance of the Group.
The charge before interest and tax
of $29.4 million (2022: $21.5 million) in 2023 comprises a $34.2
million charge (2022: $52.8 million) based on an updated actuarial
review reflecting the best estimate for recent claims experience
and $5.4 million (2022: $4.3 million) of costs in relation to
managing the claims. These are offset by a credit of $10.0m which
relates to the collection of insurance proceeds from an insolvent
insurer and a yield curve credit of $0.2 million (2022: $35.6
million). The lower yield curve credit recognised in 2023 is
principally due to the 27 year blended curve rate of 3.64% not
being materially different to the 30 year flat rate of 3.97% in
2022.
Interest costs of $11.1 million
which relate to the unwinding of discount on the asbestos provision
over time are shown as exceptional (2022: $5.9 million).
Redundancy, restructuring and integration
costs
No costs were incurred in 2023. In
the prior year, $30.1m was incurred in relation to redundancy and
restructuring activities.
Enterprise settlement
In the prior year, the Enterprise
claim was concluded, with the amount settled being in excess of the
amount provided for. The charge in the prior year was classed as an
exceptional both by its nature (historic litigation settlement) and
by size.
Tax
An exceptional tax charge of $10.4
million (2022: $36.4 million credit) has been recorded during the
period. It consists of a $0.2 million tax credit on exceptional
items (2022: $5.2 million charge), a $7.4 million credit in
relation to the release of an uncertain tax provision created
through exceptional items on the disposal of the Well Support
business in 2011, offset by an exceptional charge of $18.0 million
(2022: $41.6 million credit) recognised due to the actuarial loss
in relation to the UK defined benefit pension scheme. As deferred
tax liabilities support the recognition of deferred tax assets, the
reduction of $18.0 million of deferred tax assets has been charged
through exceptional items based on its size.
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.
|
2023
(unaudited)
$m
|
2022
(re-presented)
$m
|
Loss from continuing operations before
tax
|
(62.7)
|
(691.4)
|
(Loss)/profit from discontinued operations, net
of tax and before exceptional items
|
(10.2)
|
60.2
|
Tax charge in relation to joint
ventures
|
9.8
|
9.9
|
Amortisation (note 10)
|
159.7
|
151.9
|
Exceptional items (continuing
operations)
|
87.8
|
669.4
|
Tax charge in relation to discontinued
operations
|
-
|
7.9
|
Profit before
tax, exceptional items and amortisation
|
184.4
|
207.9
|
|
|
|
Effective tax rate on continuing operations
(excluding tax on exceptional items and amortisation)
|
35.63%
|
36.84%
|
Tax charge (excluding tax on exceptional items
and amortisation)
|
65.7
|
76.6
|
Tax charge in relation to joint
ventures
|
(9.8)
|
(9.9)
|
Tax (credit)/charge in relation to exceptional
items (continuing operations)
|
(7.6)
|
5.2
|
Derecognition/(recognition) of deferred tax
assets due to UK pension actuarial movements
|
18.0
|
(41.6)
|
Tax credit in relation to
amortisation
|
(1.3)
|
(11.5)
|
Tax charge on discontinued
operations
|
-
|
(7.9)
|
Tax charge
from continuing operations per the income
statement
|
65.0
|
10.9
|
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 2023 are
withholding taxes suffered on which full double tax relief is not
available, deferred tax not recognised primarily in relation to
interest expenses not deductible in the current year, less the
release of uncertain tax provisions reflecting the positive
outcomes in relation to specific risks.
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. The increase in
the tax charge in 2023 is largely a result of the exceptional tax
charge of $18.0 million (2022: $41.6 million credit) on deferred
tax assets as a result of actuarial movements on the UK pension
scheme.
Adjusted tax charge
As noted on page 14 our adjusted
tax charge was $58.3 million (2022: $59.2 million), representing an
adjusted effective tax rate of 73%. This was lower than the
adjusted rate of 140% in 2022, principally due to the significant
reduction in net finance costs in the year. Our adjusted tax
rate remained relatively high however, representing a range of
factors including the geographical mix of profits and losses across
the Group, restrictions on the deductibility of interest,
withholding taxes on income in certain jurisdictions and limits on
the recognition of deferred tax assets in the UK and US due to
losses in these countries.
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.
For the year ended 31 December
2023, the Group reported a basic loss (2022: loss) per ordinary
share, therefore the effect of dilutive ordinary shares are
excluded (2022: excluded) in the calculation of diluted earnings
per share. Where profits have been made when disaggregating
discontinued and continuing operations, the calculation of diluted
earnings per share was performed on the same basis as the whole
Group.
|
|
2023 (unaudited)
|
|
|
2022
|
|
|
Continuing
operations
$m
|
Discontinued
operations
$m
|
Total
$m
|
Continuing operations
(re-presented)
$m
|
Discontinued operations
(re-presented)
$m
|
Total
(re-presented)
$m
|
|
|
|
|
|
|
|
(Losses)/earnings attributable to
equity
shareholders (basic
pre-exceptional)
|
(35.0)
|
(10.2)
|
(45.2)
|
(73.9)
|
60.2
|
(13.7)
|
Exceptional items, net of
tax
|
(98.2)
|
32.7
|
(65.5)
|
(633.0)
|
290.4
|
(342.6)
|
(Losses)/earnings
attributable
to equity shareholders
(basic)
|
(133.2)
|
22.5
|
(110.7)
|
(706.9)
|
350.6
|
(356.3)
|
Number of shares (basic)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Number of shares
(diluted)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Basic (losses)/earnings per share (cents)
|
(19.4)
|
3.3
|
(16.1)
|
(103.9)
|
51.5
|
(52.4)
|
Diluted (losses)/earnings per share (cents)
|
(19.4)
|
3.3
|
(16.1)
|
(103.9)
|
51.5
|
(52.4)
|
|
|
|
|
|
|
|
(Losses)/earnings
attributable
to equity shareholders
(diluted)
|
(133.2)
|
22.5
|
(110.7)
|
(706.9)
|
350.6
|
(356.3)
|
Exceptional items, net of
tax
|
98.2
|
(32.7)
|
65.5
|
633.0
|
(290.4)
|
342.6
|
Amortisation of intangibles on
acquisition,
net of tax
|
50.8
|
-
|
50.8
|
52.5
|
-
|
52.5
|
Earnings/(losses)
attributable
to equity shareholders (adjusted
diluted)
|
15.8
|
(10.2)
|
5.6
|
(21.4)
|
60.2
|
38.8
|
Earnings/(losses)
attributable
to equity shareholders (adjusted
basic)
|
15.8
|
(10.2)
|
5.6
|
(21.4)
|
60.2
|
38.8
|
Number of shares
(diluted)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Number of shares (basic)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Adjusted diluted (cents)
|
2.3
|
(1.5)
|
0.8
|
(3.1)
|
8.8
|
5.7
|
Adjusted basic (cents)
|
2.3
|
(1.5)
|
0.8
|
(3.1)
|
8.8
|
5.7
|
Basic loss per share for the year
was 16.1 cents (2022: 52.4 cents). The reduction in loss per share
is driven by lower exceptional items, net of tax in the continuing
Group. The adjusted earnings per share was 0.8 cents (2022: 5.7
cents). The decline in the year mainly reflects the absence of
Built Environment Consulting. This measure excludes exceptional
items, amortisation of acquired intangibles and all related tax
charges and credits. A reconciliation of adjusted EBIT to adjusted
EPS is shown on page 14.
Capital allocation
We look to manage our target
leverage over the medium term within a range of around 0.5 to 1.5
times net debt (excluding leases) to adjusted EBITDA (pre-IFRS 16).
Beyond this, we consider how best to create value for our
shareholders from dividends, share buybacks or attractive
acquisitions.
Cash flow and net debt
The cash flow for the year is set
out below and includes both continuing and discontinued
operations:
|
Excluding leases
2023
(unaudited)
$m
|
Impact of Leases
2023
(unaudited)
$m
|
Total
2023
(unaudited)
$m
|
Excluding leases
2022
$m
|
Impact of Leases
2022
$m
|
Total
2022
$m
|
Adjusted EBITDA
|
301.4
|
111.1
|
412.5
|
337.0
|
121.0
|
458.0
|
Less JV EBITDA
|
(66.4)
|
(7.2)
|
(73.6)
|
(50.8)
|
(7.7)
|
(58.5)
|
JV Dividends
|
15.6
|
-
|
15.6
|
30.1
|
-
|
30.1
|
Adjusted decrease in provisions (note
6)
|
(22.1)
|
-
|
(22.1)
|
(43.7)
|
-
|
(43.7)
|
Other
|
18.7
|
(1.7)
|
17.0
|
28.1
|
-
|
28.1
|
Cash flow
generated from operations pre working capital
|
247.2
|
102.2
|
349.4
|
300.7
|
113.3
|
414.0
|
Adjusted increase in receivables (note
6)
|
(67.7)
|
-
|
(67.7)
|
(97.5)
|
-
|
(97.5)
|
Adjusted increase/(decrease) in payables (note
6)
|
12.7
|
-
|
12.7
|
(267.6)
|
-
|
(267.6)
|
Decrease/(increase) in inventory
|
1.5
|
-
|
1.5
|
(1.6)
|
-
|
(1.6)
|
Adjusted
working capital movements
|
(53.5)
|
-
|
(53.5)
|
(366.7)
|
-
|
(366.7)
|
Adjusted cash generated /(outflow) from
operations (note 6)
|
193.7
|
102.2
|
295.9
|
(66.0)
|
113.3
|
47.3
|
Purchase of property, plant and
equipment
|
(18.8)
|
-
|
(18.8)
|
(27.6)
|
-
|
(27.6)
|
Proceeds from sale of property,
plant and equipment
|
8.2
|
-
|
8.2
|
7.1
|
-
|
7.1
|
Purchase of intangible
assets
|
(126.4)
|
-
|
(126.4)
|
(109.2)
|
-
|
(109.2)
|
Interest received
|
1.1
|
-
|
1.1
|
4.5
|
-
|
4.5
|
Interest paid
|
(81.7)
|
-
|
(81.7)
|
(98.1)
|
-
|
(98.1)
|
Tax paid
|
(97.7)
|
-
|
(97.7)
|
(81.9)
|
-
|
(81.9)
|
Non-cash movement in
leases
|
-
|
(160.9)
|
(160.9)
|
-
|
(41.7)
|
(41.7)
|
Other
|
1.4
|
-
|
1.4
|
(14.2)
|
(6.3)
|
(20.5)
|
Free cash flow
(excluding exceptionals)
|
(120.2)
|
(58.7)
|
(178.9)
|
(385.4)
|
65.3
|
(320.1)
|
Cash exceptionals
|
(145.0)
|
11.1
|
(133.9)
|
(318.8)
|
14.6
|
(304.2)
|
Free cash
flow
|
(265.2)
|
(47.6)
|
(312.8)
|
(704.2)
|
79.9
|
(624.3)
|
FX movements on cash and debt
facilities
|
(12.6)
|
(10.3)
|
(22.9)
|
(25.4)
|
27.0
|
1.6
|
Divestments
|
(22.5)
|
-
|
(22.5)
|
1,729.4
|
-
|
1,729.4
|
(Increase)/decrease in net debt
|
(300.3)
|
(57.9)
|
(358.2)
|
999.8
|
106.9
|
1,106.7
|
|
|
|
|
|
|
|
Opening net debt
|
(393.2)
|
(342.9)
|
(736.1)
|
(1,393.0)
|
(449.8)
|
(1,842.8)
|
Closing net debt
|
(693.5)
|
(400.8)
|
(1,094.3)
|
(393.2)
|
(342.9)
|
(736.1)
|
|
|
|
|
|
|
|
Closing net debt at 31 December
2023 including leases was $1,094.3 million (2022: $736.1 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 2023 was $400.8 million
(2022: $342.9 million), with the increase primarily relating to a
new office campus in Reading, UK that replaced a previous location.
All covenants on the debt facilities are measured on a pre-IFRS 16
basis.
Closing net debt excluding leases
as at 31 December 2023 was $693.5 million (2022: $393.2 million).
The monthly average net debt excluding leases in 2023 was $846.4
million (2022: $1,489.1 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 mainly to a strong
focus on collection of receipts from customers.
Cash generated from operations
pre-working capital reduced by $64.6 million to $349.4 million from
$414.0 million in the year to December 2023 reflecting increased
EBITDA from continuing operations more than offset by EBITDA from
the business sold in 2022. It includes a decrease in provisions of
$22.1 million which is mainly explained by utilisations of the
provision in the year. New provisions created through EBITDA were
largely offset by releases to EBITDA. The releases in 2023 are
driven by the Group concluding on a number of historic project
related and insurance provisions which are no longer considered
necessary following resolution of the disputes or the underlying
risk. New provisions primarily relate to insurance and various
individually immaterial project provisions. The other movement of
$17.0 million (2022: $28.1 million) is principally comprised of
non-cash movements through EBITDA including share-based charges of
$19.6 million (2022: $20.7 million), FX movements of $3.1 million
(2022: $8.1 million) and non-cash gains on disposal of the Gulf of
Mexico assets, right of use assets and property, plant and
equipment of $2.0 million, $1.7 million and $2.6 million
respectively.
There was a working capital
outflow of $53.5 million (2022: $366.7 million). The outflow in
receivables of $67.7 million was driven by an increase to revenue
in 2023 and higher closing days sales outstanding ("DSO") leading
to higher trade receivables and gross amounts due from customers.
The trade and other payables balance is broadly consistent with
2022, resulting in a working capital inflow in the year due to
payables of $12.7 million.
The Group has receivables
financing facilities totalling $200.0 million. The amount utilised
at 31 December 2023 was $198.2 million (2022: $200.0 million). The
facilities are non-recourse to the Group and are not included in
our net debt.
Cash exceptionals including lease
movements reduced by $170.3 million to $133.9 million as the Group
continues to reduce its exposure to legacy contracts. Payments made
during 2023 mainly relate to the settlement of known legal claims
and asbestos payments. These include the historic SFO investigation
payments of $38 million which were provided for in 2020 and net
asbestos payments of around $40 million. The remaining cash
exceptionals mainly relates to the legacy Aegis contract of $27
million and other legacy contracts of $12 million.
The other reduction in net debt of
$1.4 million (2022: increase of $20.5 million) is principally
comprised of the movements in accrued bank interest and prepaid
debt facility costs which are included within net debt.
The free cash outflow of $312.8
million (2022: $624.3 million) was lower than in 2022, largely due
to the $170.3 million improvement in cash exceptionals and improved
working capital performance of $313.2 million. This was offset
mainly by an increase in the non-cash movement in leases totalling
$160.9 million (2022: $41.7 million) driven by significant lease
renewals in the year, an increase of $17.2 million related to the
purchase of intangible assets, including software and investment in
ERP improvements throughout the Group and an increase in tax paid
of $15.8 million following conclusion of a number of uncertain tax
provisions.
A net cash outflow from
divestments of $22.5 million includes final proceeds from the
disposal of the Built Environment Consulting ($27.1 million) and
proceeds from the sale of the Gulf of Mexico business ($17.5
million). These are offset by taxes paid on the Built Environment
Consulting disposal of $65.0 million and professional costs
incurred on the disposal of Built Environment Consulting of $2.1
million.
Operating cash conversion, before
capital expenditure, calculated as cash generated from operations
as a percentage of adjusted EBITDA (less JV EBITDA) increased to
87.3% (2022: 11.8%) primarily due improved working capital
performance.
Summary balance sheet
|
|
|
2023
(unaudited)
|
2022
|
$m
|
$m
|
Goodwill and intangible assets
|
4,319.0
|
4,309.1
|
Right of use assets
|
355.9
|
276.0
|
Other non-current assets
|
913.9
|
918.0
|
Trade and other receivables
|
1,554.4
|
1,545.0
|
Net held for sale assets and liabilities
(excluding cash)
|
-
|
0.4
|
Trade and other payables
|
(1,706.7)
|
(1,687.6)
|
Net debt excluding leases
|
(693.5)
|
(393.2)
|
Lease liabilities
|
(400.8)
|
(342.9)
|
Asbestos related litigation
|
(306.5)
|
(311.4)
|
Provisions
|
(135.3)
|
(148.3)
|
Other net liabilities
|
(258.5)
|
(435.6)
|
Net assets
|
3,641.9
|
3,729.5
|
|
|
|
Net current liabilities
|
(207.0)
|
(235.0)
|
At 31 December 2023, the Group had
net current liabilities of $207.0 million (2022: $235.0
million).
Goodwill and intangible assets
amount to $4,319.0 million (2022: $4,309.1 million) and principally
comprises of goodwill and intangibles relating to acquisitions. The
increase of $9.9 million comprises of software additions of $131.0
million and FX movements of $53.6 million offset by amortisation
charges of $159.7 million and $15.0 million of goodwill disposed
following sale of Gulf of Mexico assets.
Right of use assets and lease
liabilities amount to $355.9 million (2022: $276.0 million) and
$400.8 million (2022: $342.9 million) respectively. The
increase in both the right of use asset and lease liability
primarily relates to a new office campus in Reading, UK
contributing to around $68 million and $64 million
respectively.
Trade and other receivables
increased to $1,554.4 million reflecting the increased revenues
compared with 2022 and a higher DSO. Trade and other payables
increased to $1,706.7 million also reflecting the increasing
activity levels and follows the normalisation of the balance as at
December 2022.
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. The asbestos related litigation
provision amounts to $306.5 million (2022: $311.4
million).
The net asbestos liability at 31
December 2023 amounted to $328.1 million (2022: $335.4 million) and
comprised $306.5 million in provisions (2022: $311.4 million) and
$50.4 million in trade and other payables (2022: $59.5 million)
less $23.2 million in long term receivables (2022: $24.4 million)
and $5.6 million in trade and other receivables (2022: $11.1
million).
The Group expects to have net cash
outflows of approximately $35 million as a result of asbestos
liability indemnity and defence payments in excess of insurance
proceeds during 2024. 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.
Other provisions as at December
2023 were $135.3 million (2022: $148.3 million) and comprise
project related provisions of $42.2 million (2022: $63.3 million),
insurance provisions of $40.7 million (2022: $46.2 million),
property provisions of $27.4 million (2022: $26.0 million) and
litigation related provisions of $25.0 million (2022: $12.8
million).
Full details of provisions are
provided in notes 21 and 22 to the condensed financial
statements.
Pensions
The Group operates a number of
defined benefit pension schemes in the UK and US, alongside a
number of defined contribution plans. At 31 December 2023, the UK
defined benefit pension plan had a surplus of $391.9 million (2022:
$432.4 million) and other schemes had deficits totalling $80.1
million (2022: $73.2 million).
The Group's largest pension
scheme, the UK Pension Plan, has total scheme assets of $2,822.5
million (2022: $2,690.1 million) and pension scheme obligations of
$2,430.6 million (2022: $2,257.7 million) and is therefore 116%
(2022: 119%) funded on an IAS 19 basis. There was an increase in
scheme liabilities arising from a lower discount rate used in the
actuarial assumptions, which is partially offset by an increase in
scheme assets.
In assessing the potential
liabilities, judgement is required to determine the assumptions for
inflation, discount rate and member longevity. The assumptions at
31 December 2023 showed a small reduction in the discount rate
which results in higher scheme liabilities resulting in an overall
decrease to the surplus compared to December 2022. Full details of
pension assets and liabilities are provided in note 33 to the
condensed financial statements.
The UK defined benefit pension
plan was estimated to have a surplus on a Technical Provisions
basis at the last triennial valuation date which was 31 March 2023
subject to finalisation of the valuation during 2024. The Group is
currently working closely with the Trustee to agree on a preferred
direction regarding the future of the plan. Options being
assessed include moving to a buy-in insured basis and eventual
buy-out with a third party as soon as is reasonably practical, or
to continue to run the WPP for a limited number of years to
potentially generate further surplus. Any surplus could benefit
both the Group and pension members, ensuring that appropriate
safeguards for both the funding position and members' interests are
taken into account at all times.
Contingent liabilities
Details of the Group's contingent
liabilities are set out in note 34 to the condensed financial
statements.
Divestments
The final proceeds from the
disposal of the Built Environmental Consulting business were agreed
during 2023 upon agreement of the completion balance sheet between
the Group and WSP. This has resulted in an additional gain of $31.0
million, comprising largely of $27.1 million of cash proceeds and
the release of completion accruals being recognised in discontinued
operations.
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.
|
2023
|
2022
|
|
(unaudited)
|
(re-presented)
|
|
$m
|
$m
|
Operating profit/(loss) per income
statement
|
37.5
|
(565.2)
|
Share of joint venture finance
expense and tax (note 13)
|
16.3
|
14.3
|
Exceptional items (note
5)
|
76.7
|
663.5
|
Amortisation (including joint
ventures)
|
161.1
|
153.4
|
Depreciation (including joint
ventures)
|
26.2
|
29.3
|
Depreciation of right of use
assets
|
103.1
|
90.5
|
Impairment of joint venture
investments and PP&E
|
1.8
|
2.4
|
Adjusted EBITDA (continuing operations)
|
422.7
|
388.2
|
|
|
|
Discontinued operation
|
|
|
Operating (loss)/profit (discontinued)
|
(15.2)
|
63.1
|
Exceptional items (note
7)
|
5.0
|
6.7
|
Adjusted EBITDA (discontinued operation)
|
(10.2)
|
69.8
|
Total Group Adjusted EBITDA
|
412.5
|
458.0
|
2. Adjusted
diluted earnings per share (AEPS) is calculated by dividing
earnings attributable to owners before exceptional items and
amortisation relating to acquisitions, 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 and is adjusted to assume conversion of all potentially
dilutive ordinary shares. AEPS on continuing operations excludes
the adjusted loss from discontinued operations, net of tax of $10.2
million (2022: profit of $60.2 million). In 2023, 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
2023.
4. Net debt to
adjusted EBITDA cover on a covenant basis is presented in the table
below:
|
2023
(unaudited)
|
2022
|
|
$m
|
$m
|
Net debt excluding lease liabilities
(reported basis) (note 31)
|
693.5
|
393.2
|
Covenant adjustments
|
17.7
|
16.2
|
Net
debt (covenant basis)
|
711.2
|
409.4
|
Adjusted EBITDA (covenant
basis)
|
341.2
|
315.1
|
Net
debt to Adjusted EBITDA (covenant basis) - times
|
2.08
|
1.3
|
Adjusted EBITDA (covenant basis)
is on a rolling 12 month period and excludes adjusted EBITDA from
the discontinued operation and the impact of applying IFRS 16. The
funding agreements require that covenants are calculated by
applying IAS 17 rather than IFRS 16. The covenant adjustment to net
debt relates to finance leases which would be on the balance sheet
if applying IAS 17. Note: the covenant basis shown above refers to
the measure as calculated for our RCF. The measure used for
our USPP senior loan notes is not
materially different from the covenant measure shown
above.
5. Interest
cover on a covenant basis is presented in the table
below:
|
2023
(unaudited)
|
2022
|
|
$m
|
$m
|
Net finance expense
|
81.5
|
109.8
|
Covenant adjustments
|
(1.2)
|
(4.8)
|
Non-recurring net finance
expense
|
(1.9)
|
(37.5)
|
Net finance expense (covenant
basis)
|
78.4
|
67.5
|
Adjusted EBITA (covenant
basis)
|
315.0
|
285.9
|
Interest cover (covenant basis) - times
|
4.0
|
4.2
|
The difference between adjusted
EBITDA (covenant basis) and adjusted EBITA (covenant basis) is
$26.2 million (2022: $29.2 million) and is mainly explained by
12-month rolling pre-IFRS 16 depreciation charges of $26.2 million
(2022: $29.3 million).
6.
Reconciliation to GAAP measures between consolidated cash flow
statement and cash flow and net debt reconciliation
|
2023
(unaudited)
|
2022
|
|
$m
|
$m
|
Decrease in provisions
|
(91.0)
|
(123.1)
|
Prior year cash
exceptionals
|
68.9
|
79.4
|
Adjusted movement in provisions
|
(22.1)
|
(43.7)
|
|
|
|
Increase in receivables
|
(77.5)
|
(97.5)
|
Carrying value of business disposed
(operating activity)
|
9.8
|
-
|
Adjusted increase in receivables
|
(67.7)
|
(97.5)
|
|
|
|
Decrease in payables
|
(54.4)
|
(398.9)
|
Prior year cash
exceptionals
|
67.1
|
131.3
|
Adjusted increase/(decrease) in payables
|
12.7
|
(267.6)
|
|
|
|
Tax paid
|
(97.7)
|
(103.9)
|
Tax paid on disposal of
business
|
-
|
22.0
|
Adjusted tax paid
|
(97.7)
|
(81.9)
|
|
|
|
Disposal of businesses (net of cash
disposed and tax paid)
|
(22.5)
|
1,751.4
|
Tax paid on disposal of
business
|
-
|
(22.0)
|
Divestments
|
(22.5)
|
1,729.4
|
Proceeds from disposal of investment
in joint ventures
|
15.9
|
-
|
Proceeds on disposal of business
(operating activity)
|
(15.9)
|
-
|
Adjusted disposal of investment in joint
ventures
|
-
|
-
|
Adjusted cash generated from operations
|
295.9
|
47.3
|
Cash exceptionals
|
(133.9)
|
(304.2)
|
Proceeds on disposal of business
(operating activity)
|
(15.9)
|
-
|
Cash generated from/(used in) operations
|
146.1
|
(256.9)
|
Proceeds on disposal of business
(operating activity)
|
15.9
|
-
|
Purchase of property, plant and
equipment
|
(18.8)
|
(27.6)
|
Proceeds from sale of property,
plant and equipment
|
8.2
|
7.1
|
Purchase of intangible
assets
|
(126.4)
|
(109.2)
|
Interest received
|
1.1
|
4.5
|
Interest paid
|
(81.7)
|
(98.1)
|
Tax paid
|
(97.7)
|
(81.9)
|
Non-cash movement in
leases
|
(160.9)
|
(41.7)
|
Other
|
1.4
|
(20.5)
|
Free cash flow
|
(312.8)
|
(624.3)
|
Decreases in provisions,
receivables and payables, cash generated from operations and tax
paid have been adjusted to show exceptional items separately to
present significant items separately from the rest of the cash flow
either by virtue of size or nature and reflects how the Group
evaluates cash performance of the business.
Prior year cash exceptionals is
defined as cash payments made in the current period in respect of
amounts provided for in prior periods.
The proceeds on disposal of
business represents the sale of a joint venture contained within
Investment Services. Management consider this as part of Investment
Services trading activity and therefore is included within adjusted
cash generated from operations.
Consolidated income statement
for the year to 31 December 2023
|
|
2023
(unaudited)
|
2022
(re-presented*)
|
|
Note
|
Pre-exceptional items
$m
|
Exceptional items
$m
|
Total
$m
|
Pre-exceptional
items
$m
|
Exceptional
items
$m
|
Total
$m
|
Continuing operations
|
|
|
|
|
|
|
|
Revenue
|
1,2,5
|
5,900.7
|
-
|
5,900.7
|
5,469.3
|
(8.0)
|
5,461.3
|
Cost of sales
|
5
|
(5,191.1)
|
(24.7)
|
(5,215.8)
|
(4,800.6)
|
(17.0)
|
(4,817.6)
|
|
|
|
|
|
|
|
|
Gross profit
|
|
709.6
|
(24.7)
|
684.9
|
668.7
|
(25.0)
|
643.7
|
Administrative expenses
|
5
|
(614.4)
|
(31.6)
|
(646.0)
|
(600.8)
|
(96.2)
|
(697.0)
|
Impairment loss on trade receivables and
contract assets
|
|
(23.8)
|
(20.4)
|
(44.2)
|
-
|
-
|
-
|
Impairment of goodwill and intangible
assets
|
5
|
-
|
-
|
-
|
-
|
(542.3)
|
(542.3)
|
Share of post-tax profit from joint
ventures
|
13
|
42.8
|
-
|
42.8
|
30.4
|
-
|
30.4
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
|
114.2
|
(76.7)
|
37.5
|
98.3
|
(663.5)
|
(565.2)
|
|
|
|
|
|
|
|
|
Finance income
|
3
|
19.4
|
-
|
19.4
|
6.9
|
-
|
6.9
|
Finance expense
|
3,5
|
(108.5)
|
(11.1)
|
(119.6)
|
(127.2)
|
(5.9)
|
(133.1)
|
Profit/(loss) before taxation from continuing
operations
|
4,5
|
25.1
|
(87.8)
|
(62.7)
|
(22.0)
|
(669.4)
|
(691.4)
|
|
|
|
|
|
|
|
|
Taxation
|
5,6
|
(54.6)
|
(10.4)
|
(65.0)
|
(47.3)
|
36.4
|
(10.9)
|
|
|
|
|
|
|
|
|
Loss for the year from continuing
operations
|
|
(29.5)
|
(98.2)
|
(127.7)
|
(69.3)
|
(633.0)
|
(702.3)
|
Discontinued
operation
|
|
|
|
|
|
|
|
(Loss)/profit from discontinued operations, net
of tax
|
7
|
(10.2)
|
32.7
|
22.5
|
60.2
|
290.4
|
350.6
|
Loss for the year
|
|
(39.7)
|
(65.5)
|
(105.2)
|
(9.1)
|
(342.6)
|
(351.7)
|
(Loss)/profit attributable to:
|
|
|
|
|
|
|
|
Owners of the parent
|
|
(45.2)
|
(65.5)
|
(110.7)
|
(13.7)
|
(342.6)
|
(356.3)
|
Non-controlling interests
|
30
|
5.5
|
-
|
5.5
|
4.6
|
-
|
4.6
|
|
|
(39.7)
|
(65.5)
|
(105.2)
|
(9.1)
|
(342.6)
|
(351.7)
|
Earnings per share (expressed in cents per
share)
|
|
|
|
|
|
|
|
Basic
|
9
|
|
|
(16.1)
|
|
|
(52.4)
|
Diluted
|
9
|
|
|
(16.1)
|
|
|
(52.4)
|
Earnings per
share - continuing operations (expressed in cents per
share)
|
|
|
|
|
|
|
|
Basic
|
9
|
|
|
(19.4)
|
|
|
(103.9)
|
Diluted
|
9
|
|
|
(19.4)
|
|
|
(103.9)
|
* The comparative information has
been re-presented in line with the requirements of IFRS 5,
paragraph 36, due to the reclassification of Built Environment
Consulting Saudi Arabia from discontinued into continuing
operations following a decision not to dispose of that business
(note 7).
Consolidated statement of comprehensive
income/expense
for the year to 31 December 2023
|
Note
|
2023
(unaudited)
$m
|
2022
*restated
$m
|
Loss for the year
|
|
(105.2)
|
(351.7)
|
|
|
|
|
Other comprehensive (expense)/income from
continuing operations
|
|
|
|
|
|
|
|
Items that
will not be reclassified to profit or loss
|
|
|
|
Re-measurement (losses)/gains on retirement
benefit obligations
|
33
|
(82.2)
|
168.0
|
Movement in deferred tax relating to retirement
benefit obligations
|
6
|
18.0
|
(41.6)
|
Total items
that will not be reclassified to profit or loss
|
|
(64.2)
|
126.4
|
|
|
|
|
Items that
may be reclassified subsequently to profit or
loss
|
|
|
|
Cash flow hedges
|
29
|
3.8
|
5.1
|
Tax on derivative financial
instruments
|
6
|
(0.4)
|
(1.7)
|
Exchange movements on retranslation of foreign
operations
|
29
|
58.2
|
(165.1)
|
Total items
that may be reclassified subsequently to profit or
loss
|
|
61.6
|
(161.7)
|
|
|
|
|
Other comprehensive expense from continuing
operations for the year, net of tax
|
|
(2.6)
|
(35.3)
|
|
|
|
|
Other comprehensive (expense)/income from
discontinued operations
|
|
|
|
|
|
|
|
Re-measurement gains on retirement benefit
schemes
|
33
|
-
|
2.9
|
Net exchange movements on disposal of foreign
currency operations*
|
|
-
|
54.5
|
Exchange movements on retranslation of foreign
operations
|
29
|
-
|
(57.9)
|
|
|
|
|
Other
comprehensive expense from discontinued operations for the year,
net of tax
|
|
-
|
(0.5)
|
|
|
|
|
Total comprehensive expense for the
year
|
|
(107.8)
|
(387.5)
|
|
|
|
|
Total comprehensive expense for the year is
attributable to:
|
|
|
|
Owners of the parent
|
|
(113.3)
|
(392.1)
|
Non-controlling interests
|
|
5.5
|
4.6
|
|
|
|
|
|
|
(107.8)
|
(387.5)
|
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.
* Based on the requirements of IAS 1
Presentation of Financial
Statements, the net exchange movements on disposal of
foreign currency operations of $54.5m should have been deducted
from the statement of comprehensive income and expense for the year
ending 31 December 2022, and the prior year comparative has been
adjusted to reflect this. This matter came to the
attention of the directors following the Financial Reporting
Council's Corporate Reporting Review Team ("FRC") enquiry.
The reclassification adjustment had no impact on loss for the year,
cash flows or any of the balance sheet captions in the current or
prior period.
Consolidated balance sheet
as at 31 December 2023
|
Note
|
2023
(unaudited)
$m
|
2022
$m
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Goodwill and other intangible assets
|
10
|
4,319.0
|
4,309.1
|
Property plant and equipment
|
11
|
65.3
|
82.4
|
Right of use assets
|
12
|
355.9
|
276.0
|
Investment in joint ventures
|
13
|
178.1
|
156.5
|
Other investments
|
13
|
51.3
|
56.0
|
Long term receivables
|
15
|
184.2
|
129.5
|
Retirement benefit scheme surplus
|
33
|
391.9
|
432.4
|
Deferred tax assets
|
23
|
43.1
|
61.2
|
|
|
5,588.8
|
5,503.1
|
Current assets
|
|
|
|
Inventories
|
14
|
16.3
|
11.1
|
Trade and other receivables
|
15
|
1,554.4
|
1,545.0
|
Financial assets
|
15
|
9.2
|
10.8
|
Income tax receivable
|
|
57.9
|
40.7
|
Assets held for sale
|
|
-
|
21.0
|
Cash and cash equivalents
|
16
|
434.0
|
536.7
|
|
|
2,071.8
|
2,165.3
|
Total assets
|
|
7,660.6
|
7,668.4
|
|
|
|
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Borrowings
|
18
|
315.3
|
345.9
|
Trade and other payables
|
17
|
1,706.7
|
1,687.6
|
Income tax liabilities
|
|
115.8
|
218.1
|
Lease liabilities
|
12
|
83.4
|
83.2
|
Provisions
|
22
|
57.6
|
44.9
|
Liabilities held for sale
|
|
-
|
20.6
|
|
|
2,278.8
|
2,400.3
|
Net current liabilities
|
|
(207.0)
|
(235.0)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Borrowings
|
18
|
812.2
|
584.0
|
Deferred tax liabilities
|
23
|
76.6
|
100.1
|
Retirement benefit scheme deficit
|
33
|
80.1
|
73.2
|
Lease liabilities
|
12
|
317.4
|
259.7
|
Other non-current liabilities
|
19
|
69.4
|
106.8
|
Asbestos related litigation
|
21
|
306.5
|
311.4
|
Provisions
|
22
|
77.7
|
103.4
|
|
|
1,739.9
|
1,538.6
|
Total liabilities
|
|
4,018.7
|
3,938.9
|
Net assets
|
|
3,641.9
|
3,729.5
|
Equity attributable to owners of the
parent
|
|
|
|
Share capital
|
25
|
41.3
|
41.3
|
Share premium
|
26
|
63.9
|
63.9
|
Retained earnings
|
27
|
1,312.9
|
1,224.4
|
Merger reserve
|
28
|
2,298.8
|
2,540.8
|
Other reserves
|
29
|
(80.4)
|
(142.4)
|
Total equity attributable to owners of the
parent
|
|
3,636.5
|
3,728.0
|
Non-controlling interests
|
30
|
5.4
|
1.5
|
Total equity
|
|
3,641.9
|
3,729.5
|
Consolidated statement of changes in equity
for the year to 31 December 2023
*restated
|
Note
|
Share
capital
$m
|
Share
premium
$m
|
Retained
earnings
$m
|
Merger reserve
$m
|
Other
reserves
$m
|
Equity attributable to owners of the
parent
$m
|
Non-
controlling
interests
$m
|
Total
equity
$m
|
At 1 January 2022
|
|
41.3
|
63.9
|
1,415.0
|
2,540.8
|
21.0
|
4,082.0
|
3.3
|
4,085.3
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit for the year
|
|
-
|
-
|
(356.3)
|
-
|
-
|
(356.3)
|
4.6
|
(351.7)
|
Other comprehensive
income/(expense):
|
|
|
|
|
|
|
|
|
|
Re-measurement gains on retirement
benefit schemes
|
33
|
-
|
-
|
168.0
|
-
|
-
|
168.0
|
-
|
168.0
|
Re-measurement gains on retirement
benefit schemes (discontinued)
|
33
|
-
|
-
|
2.9
|
-
|
-
|
2.9
|
-
|
2.9
|
Movement in deferred tax relating to retirement
benefit schemes
|
6
|
-
|
-
|
(41.6)
|
-
|
-
|
(41.6)
|
-
|
(41.6)
|
Cash flow hedges
|
29
|
-
|
-
|
-
|
-
|
5.1
|
5.1
|
-
|
5.1
|
Tax on derivative financial
instruments
|
6
|
-
|
-
|
(1.7)
|
-
|
-
|
(1.7)
|
-
|
(1.7)
|
Net exchange movements on retranslation of
foreign operations
|
29
|
-
|
-
|
-
|
-
|
(165.1)
|
(165.1)
|
-
|
(165.1)
|
Net exchange movements on disposal of foreign
currency operations*
|
29
|
-
|
-
|
-
|
-
|
54.5
|
54.5
|
-
|
54.5
|
Net exchange movements on retranslation of
foreign operations (discontinued)
|
29
|
-
|
-
|
-
|
-
|
(57.9)
|
(57.9)
|
-
|
(57.9)
|
Total comprehensive
(expense)/income for the year*
|
|
-
|
-
|
(228.7)
|
-
|
(163.4)
|
(392.1)
|
4.6
|
(387.5)
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
8,30
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.1)
|
(1.1)
|
Credit relating to share based
charges
|
24
|
-
|
-
|
20.7
|
-
|
-
|
20.7
|
-
|
20.7
|
Deferred tax impact of rate change
in equity
|
6
|
-
|
-
|
(0.8)
|
-
|
-
|
(0.8)
|
-
|
(0.8)
|
Other tax movements in
equity
|
6
|
-
|
-
|
(1.3)
|
-
|
-
|
(1.3)
|
-
|
(1.3)
|
Exchange movements in respect of shares held by
employee share trusts
|
27
|
-
|
-
|
12.5
|
-
|
-
|
12.5
|
-
|
12.5
|
Purchase of company shares by Employee Share
Trust for the Share Incentive Plan (SIP)
|
27
|
-
|
-
|
1.7
|
-
|
-
|
1.7
|
-
|
1.7
|
Transactions with non-controlling
interests
|
30
|
-
|
-
|
5.3
|
-
|
-
|
5.3
|
(5.3)
|
-
|
At 31 December 2022
|
|
41.3
|
63.9
|
1,224.4
|
2,540.8
|
(142.4)
|
3,728.0
|
1.5
|
3,729.5
|
|
|
|
|
|
|
|
|
|
|
* Based on the requirements of IAS 1
Presentation of Financial
Statements, the net exchange movements on disposal of
foreign currency operations of $54.5m should have been deducted
from the statement of comprehensive income and expense for the year
ending 31 December 2022. Within the Consolidated statement of
changes in equity, the $54.5m was previously presented as a
transaction with owners and so has been reclassified to total
comprehensive income and expense. This matter came to
the attention of the directors following the Financial Reporting
Council's Corporate Reporting Review Team ("FRC") enquiry.
The reclassification adjustment had no impact on loss for the year,
cash flows or any of the balance sheet captions in the current or
prior period.
(unaudited)
|
Note
|
Share
capital
$m
|
Share
premium
$m
|
Retained
earnings
$m
|
Merger reserve
$m
|
Other
reserves
$m
|
Equity attributable to owners of the
parent
$m
|
Non-
controlling
interests
$m
|
Total
equity
$m
|
At 1 January 2023
|
|
41.3
|
63.9
|
1,224.4
|
2,540.8
|
(142.4)
|
3,728.0
|
1.5
|
3,729.5
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit for the year
|
|
-
|
-
|
(110.7)
|
-
|
-
|
(110.7)
|
5.5
|
(105.2)
|
Other comprehensive
income/(expense):
|
|
|
|
|
|
|
|
|
|
Re-measurement losses on retirement benefit
schemes
|
33
|
-
|
-
|
(82.2)
|
-
|
-
|
(82.2)
|
-
|
(82.2)
|
Movement in deferred tax relating to retirement
benefit schemes
|
6
|
-
|
-
|
18.0
|
-
|
-
|
18.0
|
-
|
18.0
|
Cash flow hedges
|
29
|
-
|
-
|
-
|
-
|
3.8
|
3.8
|
-
|
3.8
|
Tax on derivative financial
instruments
|
6
|
-
|
-
|
(0.4)
|
-
|
-
|
(0.4)
|
-
|
(0.4)
|
Net exchange movements on retranslation of
foreign operations
|
29
|
-
|
-
|
-
|
-
|
58.2
|
58.2
|
-
|
58.2
|
Total comprehensive
(expense)/income for the year
|
|
-
|
-
|
(175.3)
|
-
|
62.0
|
(113.3)
|
5.5
|
(107.8)
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
8,30
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.6)
|
(1.6)
|
Credit relating to share based
charges
|
24
|
-
|
-
|
19.6
|
-
|
-
|
19.6
|
-
|
19.6
|
Deferred tax impact of rate change in
equity
|
6
|
-
|
-
|
0.7
|
-
|
-
|
0.7
|
-
|
0.7
|
Other tax movements in equity
|
6
|
-
|
-
|
(0.1)
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Purchase of company shares by Employee Share
Trust for the Share Incentive Plan (SIP)
|
27
|
-
|
-
|
1.6
|
-
|
-
|
1.6
|
-
|
1.6
|
Transfer from merger reserve to retained
earnings
|
28
|
-
|
-
|
242.0
|
(242.0)
|
-
|
-
|
-
|
-
|
At 31 December 2023
|
|
41.3
|
63.9
|
1,312.9
|
2,298.8
|
(80.4)
|
3,636.5
|
5.4
|
3,641.9
|
|
|
|
|
|
|
|
|
|
|
During 2023, John Wood Group
Holdings Limited paid $242.0m to John Wood Group PLC in a partial
settlement of the promissory note, which was put in place during
2019. The repayment represented qualifying consideration and as a
result the Company transferred an equivalent portion of the merger
reserve to retained
earnings.
Other reserves include the capital
redemption reserve, capital reduction reserve, currency translation
reserve and the hedging reserve.
Consolidated cash flow statement
for the year to 31 December 2023
|
Note
|
2023
(unaudited)
$m
|
2022
$m
|
Reconciliation of loss to cash generated from
operations:
|
|
|
|
Loss for the period
|
|
(105.2)
|
(351.7)
|
|
|
|
|
Adjustments:
|
|
|
|
Depreciation
|
11
|
21.0
|
25.2
|
Depreciation on right of use assets
|
12
|
95.2
|
82.3
|
Gain on disposal of leases
|
|
(1.7)
|
-
|
Gain on disposal of property plant and
equipment
|
4
|
(2.6)
|
(1.6)
|
Impairment of goodwill and intangible
assets
|
10
|
-
|
542.3
|
Impairment of property, plant and
equipment
|
11
|
1.8
|
0.4
|
Impairment of joint ventures
|
13
|
-
|
2.0
|
Gain on disposal of investment in joint
ventures
|
13
|
(6.2)
|
-
|
Amortisation of intangible assets
|
10
|
159.7
|
151.9
|
Share of post-tax profit from joint
ventures
|
13
|
(42.8)
|
(30.4)
|
Gain on disposal of business
|
|
(33.0)
|
(514.5)
|
Net finance costs
|
3
|
100.2
|
127.9
|
Share based charges
|
24
|
19.6
|
20.7
|
Decrease in provisions and employee
benefits
|
|
(91.0)
|
(123.1)
|
Dividends from joint ventures
|
13
|
15.6
|
30.1
|
Other exceptional items - non-cash
impact
|
1
|
84.5
|
35.3
|
Tax charge
|
6
|
58.3
|
236.2
|
|
|
|
|
Changes in working capital (excluding effect of
acquisition and divestment of subsidiaries)
|
|
|
|
Decrease/(increase)in inventories
|
|
1.5
|
(1.6)
|
Increase in receivables
|
|
(77.5)
|
(97.5)
|
Decrease in payables
|
|
(54.4)
|
(398.9)
|
|
|
|
|
Exchange movements
|
|
3.1
|
8.1
|
|
|
|
|
|
|
|
|
Cash generated from / (used in)
operations
|
|
146.1
|
(256.9)
|
Tax paid
|
|
(97.7)
|
(103.9)
|
|
|
|
|
Net cash generated from / (used in) operating
activities
|
|
48.4
|
(360.8)
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Disposal of businesses (net of cash disposed
and tax paid)
|
|
(22.5)
|
1,751.4
|
Proceeds from disposal of investment in joint
ventures
|
13
|
15.9
|
-
|
Purchase of property plant and
equipment
|
11
|
(18.8)
|
(27.6)
|
Proceeds from sale of property plant and
equipment
|
|
8.2
|
7.1
|
Purchase of intangible assets
|
10
|
(126.4)
|
(109.2)
|
Interest received
|
3
|
1.1
|
4.5
|
|
|
|
|
Net cash (used in) / generated from investing
activities
|
|
(142.5)
|
1,626.2
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Repayment of short-term borrowings
|
31
|
(133.5)
|
(35.0)
|
Proceeds from short-term borrowings
|
31
|
-
|
88.0
|
Proceeds from long term borrowings
|
31
|
515.0
|
-
|
Repayment of long-term borrowings
|
31
|
(200.0)
|
(1,039.1)
|
Payment of lease liabilities
|
31
|
(113.3)
|
(121.6)
|
Proceeds from SIP shares
|
27
|
1.6
|
1.7
|
Interest paid
|
|
(81.7)
|
(98.1)
|
Dividends paid to non-controlling
interests
|
30
|
(1.6)
|
(1.1)
|
|
|
|
|
Net cash used in financing
activities
|
|
(13.5)
|
(1,205.2)
|
|
|
|
|
Net (decrease) / increase in cash and cash
equivalents
|
31
|
(107.6)
|
60.2
|
|
|
|
|
Effect of exchange rate changes on cash and
cash equivalents
|
31
|
4.9
|
(26.5)
|
|
|
|
|
Opening cash and cash equivalents
|
|
536.7
|
503.0
|
|
|
|
|
Closing cash and cash equivalents
|
16
|
434.0
|
536.7
|
Cash at bank and in hand at 31 December 2023
includes $127.7m (2022: $328.4m) that is part of the Group's cash
pooling arrangements. For internal reporting and for the purposes
of the calculation of interest by the bank, this amount is netted
with short-term overdrafts. However, in preparing these financial
statements, the Group is required to gross up
both its cash and short-term borrowings figures by this amount.
Movement in short-term overdrafts are presented as part of the cash
flows from financing activities as the overdraft facilities form
part of the Group's financing.
The proceeds from long-term borrowings of
$515.0m reflects the increased utilisation of the long-term
revolving credit facility and the new $200.0m term loan which was
issued in December 2023. The new term loan of $200.0m led to
the early repayment of the UKEF loan.
Payment of lease liabilities includes the cash
payments for the principal portion of lease payments of $94.6m
(2022: $103.7m) and for the interest portion of $18.7m (2022:
$17.9m). The classification of interest paid within financing
activities is in line with the Group accounting policy.
The Group has elected to present a
cash flow statement that includes an analysis of all cash flows in
total, including both continuing and discontinued operations.
Amounts related to the discontinued operation by operating,
investing and financing activities are disclosed in note
7.
Included in the disposal of
businesses are proceeds received of $27.1m relating to the sale of
Built Environment Consulting and $17.5m on the Gulf of Mexico asset
sale, offset by $65.0m of tax paid and $2.1m professional
fees.
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
and materials 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 Sir Ian Wood House, Hareness Road,
Altens Industrial Estate, Aberdeen AB12 3LE.
The financial information in this announcement
does not constitute the Company's statutory accounts for the years
ended 31 December 2023 or 2022 but is derived from those accounts.
Statutory accounts for 2022 have been delivered to the registrar of
companies, and those for 2023 will be delivered in due
course.
The auditor had reported on the
Company's statutory accounts for the year ended 31 December 2022
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.
The Company's statutory accounts for the
year ended 31 December 2023 will be finalised on the basis of the
financial information provided by the directors in this preliminary
announcement and will be delivered to the registrar of companies in
due course.
Accounting Policies
Basis of preparation
These financial statements have
been prepared in accordance with UK-adopted international
accounting standards. The condensed 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.
The financial statements are presented in US
dollars and all values are rounded to the nearest $0.1m, unless
otherwise stated.
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), which includes financial forecasts up
to the end of 2025 to reflect severe, but plausible
scenarios. The directors have considered as part of this
assessment the impact of the events that happened post balance
sheet date and up to the date of issue of these financial
statements.
To satisfy themselves that the Group has
adequate resources for the going concern assessment period, the
directors have reviewed the Group's existing debt levels, the
forecast compliance with debt covenants, and the Group's ability to
generate cash from trading activities. As of 31 December 2023, the
Group's principal debt facilities comprise a $1,200.0m revolving
credit facility maturing in October 2026; a $200.0m term loan which
matures in October 2026 and $352.5m of US private placement debt
repayable in various tranches between July 2024 and July 2031, with
around 75% due after the end of 2025. The weighted average
maturity of the Group's debt profile has been extended as a result
of a new term loan being put in place which replaced an existing
facility of the same value and that was due to mature in September
2024. At 31 December 2023, the Group had headroom of $843.1m
under its principal debt facilities and a further $59.8m of other
undrawn borrowing facilities. The Group also expects to have
sufficient levels of headroom in the severe but plausible downside
scenarios modelled.
At 31 December 2023, the Group had net current
liabilities of $207.0m (2022: $235.0m).
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 energy and
materials end markets. Energy includes oil and gas and the
Group forecast growth in this area is underpinned by increased
focus on energy security and decarbonisation of operations.
During 2023, for example, the Group secured a new long-term
strategic partnership around the management of UK North Sea
Operations and deployed the Group's expertise in decarbonisation,
digitalisation and asset life extension to enhance an international
energy company's global portfolio of assets. Materials
includes minerals, chemicals and life sciences which are
underpinned by growing populations and global net zero ambitions.
The order book gives significant coverage over 2024 and 2025
revenues. Further, the order book is 86% reimbursable which
reflects the lower risk profile of the Group's forecast cash flows
over the going concern period.
The directors have also considered severe, but
plausible, downside scenarios which reflect material reductions in
2024 and 2025 revenue of 7% and 5% respectively and reductions of
1% in gross margin percentage from the base, board approved,
scenario. The directors believe that the additional
reductions represent a severe, but plausible, downside case.
This could result from a worsening economic climate which could
lead to unexpected deferrals or cancellations of contracts by our
clients. In each of the scenarios modelled, the financial
covenants were passed with significant facility headroom remaining
available. The interest cover covenant has increased levels of
headroom after adjusting for the non-recurring interest related to
facilities repaid and cancelled within the 12-month period up to 31
December 2023. The directors included the impact of the removal of
the receivables financing facilities (which are not committed) of
$200m in the base scenario and the impact of additional adverse
movements in working capital as additional, more severe, downside
scenarios. The Group still had sufficient headroom to
meet its liabilities as they fall due with these additional
sensitivities.
Consequently, the directors are confident that
the Group and 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.
Fixed price contracts revenue from continuing operations amounted
to $1,195.3m in 2023 (2022: $1,179.8m), and is comprised of several
hundred individually immaterial contracts which are ongoing at any
one point in time and these often span reporting periods and
include small short duration consultancy contracts. They are
all at varying stages of completion and carry their own unique
risks. Hence, with the exception of the Aegis contract, which
is described further in note 2, it is impracticable to provide any
meaningful disclosure on the key sensitivities that would impact on
revenue recognition, such as those outlined below.
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 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 contract 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 consideration
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. The Group has governance processes in place,
whereby unapproved variation orders in excess of $5m require
approval by senior management. As at the year end, there were
two unapproved variation orders totalling $17m which were approved
under this process. Revenue recognised in 2023 and 2022 associated
with unapproved variation orders was immaterial.
On the Aegis contract, management deem that
the Company is entitled to variable consideration 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.
Liquidated
damages ("LDs")
LDs are designated damages (negative variable
considerations) that are paid by the defaulting party in the event
that 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 LDs 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. Other than the Aegis contract, there were no other
individually material contractual liquidated damages as at the year
ended 31 December 2023. On Aegis, given the delay in
achieving completion, there is potential under the contract for LDs
to be material, although we believe that we have strong arguments
for extension of time and dispute how the damages are being
applied. As at 31 December 2023 management has assessed the
extent to which LDs are likely to apply and these have been
deducted from cumulative revenue recognised. Refer to note 2
for further details of this contract.
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.
The discount rate, revenue CAGR and long term growth rates
are critical assumptions. Pre-tax discount rates of between 10.8%
and 12.3% have been used to discount the CGU cash flows and a
terminal value is applied using long term growth rates of
2.4%. The revenue CAGR assumption ranges from 8.3% to 13.4%.
A sensitivity analysis has been performed allowing for
possible changes to the key assumptions used in the impairment
model.
See note 10 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 blended
yield curve rate to discount its asbestos liabilities. This rate is
matched to the expected duration of the liabilities and the rate
used at the end of December 2023 is 3.64%.
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.
The Group has recorded a $29.4m exceptional
charge with respect to the asbestos liability in the period and is
principally as a result of an updated actuarial review which
updated the best estimate for recent claims experience and latest
projections. Further details of the asbestos
liabilities are provided in note 21 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 33. 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 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%. Following the Authorised Surplus Payments Charge
(Variation of Rate) Order 2024, the tax rate of 35% will be reduced
to 25% from 6 April 2024. As at the balance sheet date,
there are no plans to request a refund and other avenues are being
explored to use the surplus. The technical surplus is not as
large as the IAS 19 surplus and so there is a lower limit to what
could be accessed in any event.
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 33.
Basis of consolidation
The condensed 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. The 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:
|
2023
|
2022
|
|
|
|
Average rate £1 = $
|
1.2425
|
1.2324
|
Closing rate £1 = $
|
1.2749
|
1.2029
|
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
fixed price contracts, 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.
Fixed price
contacts
Revenue on fixed price 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.
Contract modifications are generally not
distinct from those in the original contract due to the significant
integration service provided in the context of the contract and are
priced according to the same standalone selling prices of the
original contract. Therefore, modifications are accounted for
as a modification of the existing contract and performance
obligations with a cumulative catch-up adjustment recognised within
revenue.
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.
Contract
balances
A contract asset includes gross amounts due
from customers, which reflects work completed for the client which
has not yet been billed at the reporting date. Gross amounts
due from customers reflects revenue recognised on the contract
according to the stage of completion, less any progress payments
received, and amounts are transferred to trade receivables when the
right to consideration becomes unconditional. Contract assets
are adjusted for any expected credit loss allowance considering the
probability of default by the counterparty.
Contract liabilities include gross amounts due
to customers and primarily relate to advance consideration received
from customers, for which revenue is recognised over
time.
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. Provisions for restructuring will be
recognised in line with the policy on Provisions below.
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 8 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 relationships
|
5-13 years
|
-
Order backlog
-
Brands
|
2-5 years
16 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 10 for further details of
goodwill impairment testing and note 13 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 non-recourse financing
arrangements 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 15 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.
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 23 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 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.
The Group has applied the exception in the
Amendments to IAS 12 issued in May 2023 and has neither recognised
nor disclosed information about deferred tax assets or liabilities
relating to Pillar Two income taxes.
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.
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 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 10.
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 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 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.
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 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 Supplemental Executive
Retirement Plan (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 22 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.
Awards are allocated under the Group's Long
Term Plan ('LTP') or the new Discretionary Share Plan ("DSP") which
are the incentive plans in place for executive directors and
certain senior executives. The charge for awards granted under the
LTP/DSP are based on the fair value of those awards 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.
Employees may also be granted non-performance
awards either in the form of conditional share awards or share
options. These awards typically have a three year vesting
period.
The Group has an Employee Share Plan ("ESP")
under which employees contribute regular monthly amounts of up to a
maximum of 10% of their gross salary 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.
Under the plan the Group also has a UK Share
Incentive Plan ("SIP"), which is recognised by HM Revenue and
Customs, employees contribute regular monthly amounts of up to £150
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 28 for further
information.
Discontinued operations
The Group classified its Built
Environment Consulting business as a discontinued operation for the
reporting period ending 31 December 2022. A discontinued operation
is a component of the Group's business, the operations and cash
flows of which can be clearly distinguished from the rest of the
Group and which:
- represents a separate major line of business or geographic
area of operations;
- is part of a single co-ordinated plan to dispose of a
separate major line of business or geographic area of operations;
or
- is a subsidiary acquired exclusively with a view to
resale.
Classification as a discontinued
operation occurs at the earlier of disposal or when the operation
meets criteria to be classified as held for sale. When an operation
is classified as a discontinued operation, the comparative income
statement and statement of comprehensive income are presented as if
the operation had been discontinued from the start of the
comparative period. Classification as held for sale was from 1
January 2022 and in September 2022, the sale of this business was
completed. Details are outlined in note 7.
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. Our financial reporting segments reflect our
current 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 operation
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.
The comparative information has been re-presented
due to the reclassification of Built Environment Consulting Saudi
Arabia from discontinued into continuing operations. This relates
to the sale of a subsidiary, previously classified as held for
sale, which did not complete during 2023 and will now be retained
by the Group.
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.
The disclosure of impact of new and future
accounting standards
Standards issued but not yet effective
The Group is required to comply
with the requirements of IFRS 17 Insurance Contracts for reporting
periods beginning on or after 1 January 2023. The new accounting
standard sets out the requirements that the Group should apply in
reporting information about insurance contracts it issues and
reinsurance contracts it holds. The Group has undertaken an
assessment of its insurance contracts including those held under
its captive insurance company, Garlan Insurance Limited. The
impact of the accounting standard does not have any material impact
on the condensed financial statements.
The Group has early adopted the
amendments to IAS 1 -
Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants which are
required to be effective from 1 January 2024. The impact of the
amendments does not have any material impact on the condensed
financial statements.
Amendments to other existing
standards do not have a material impact on the financial
statements.
1 Segmental
reporting
During the year, the Group
monitored activity and performance through four operating segments;
Projects, Operations, Consulting and Investment Services ('IVS')
plus the legacy Built Environment Consulting segment (divested in
September 2022).
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. Joint venture results are 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 reportable operating segments for
the year ended 31 December 2023 includes the following:
Reportable operating segments
|
Revenue (3)
|
Adjusted
EBITDA(1)
|
Operating
profit/(loss)
|
|
2023
(unaudited)
$m
|
2022
$m
|
2023
(unaudited)
$m
|
2022
$m
|
2023
(unaudited)
$m
|
2022
$m
|
Projects
|
2,424.2
|
2,211.2
|
177.2
|
168.7
|
11.2
|
(125.3)
|
Operations
|
2,482.2
|
2,406.9
|
165.2
|
147.6
|
88.0
|
(344.3)
|
Consulting (re-presented)
(4)
|
739.1
|
652.4
|
79.5
|
76.2
|
50.4
|
(3.1)
|
Built Environment Consulting
(discontinued) (4)
|
-
|
854.0
|
(10.2)
|
69.8
|
(15.2)
|
63.1
|
Investment Services
|
255.2
|
198.8
|
77.1
|
69.3
|
23.0
|
46.2
|
Central costs
(2)
|
-
|
-
|
(76.3)
|
(73.6)
|
(135.1)
|
(138.7)
|
Total Group
|
5,900.7
|
6,323.3
|
412.5
|
458.0
|
22.3
|
(502.1)
|
Elimination of discontinued
operation (4)
|
-
|
(854.0)
|
10.2
|
(69.8)
|
15.2
|
(63.1)
|
Total (continuing
operations)
|
5,900.7
|
5,469.3
|
422.7
|
388.2
|
37.5
|
(565.2)
|
Finance income
|
|
|
|
|
19.4
|
6.9
|
Finance expense
|
|
|
|
|
(119.6)
|
(133.1)
|
Loss before taxation from continuing
operations
|
|
|
|
|
(62.7)
|
(691.4)
|
Taxation
|
|
|
|
|
(65.0)
|
(10.9)
|
Loss for the year from continuing
operations
|
|
|
|
|
(127.7)
|
(702.3)
|
Profit from discontinued operation, net of
tax
|
|
|
|
|
22.5
|
350.6
|
Loss for the year
|
|
|
|
|
(105.2)
|
(351.7)
|
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 $nil (2022: $8.0m) which is in
respect of the Projects operating segment.
4.
The comparative periods have been re-presented due to a
reclassification of a business operation from discontinued into
continuing operations for the year ended 31 December 2023 (see note
7). The revenue of this business for the
period to 31 December 2022 was $27.1m and Adjusted EBITDA was
$3.1m.
Reconciliation of Alternative Performance
Measures
|
2023
(unaudited)
|
2022
(re-presented)
|
|
$m
|
$m
|
Operating profit/(loss) per income
statement
|
37.5
|
(565.2)
|
Share of joint venture finance
expense and tax (note 13)
|
16.3
|
14.3
|
Exceptional items (note
5)
|
76.7
|
663.5
|
Amortisation (including joint
ventures)
|
161.1
|
153.4
|
Depreciation (including joint
ventures)
|
26.2
|
29.3
|
Depreciation of right of use assets
(including joint ventures)
|
103.1
|
90.5
|
Impairment of joint venture
investments and PP&E
|
1.8
|
2.4
|
Adjusted EBITDA (continuing operations)
|
422.7
|
388.2
|
|
|
|
Discontinued operation
|
|
|
Operating (loss)/profit (discontinued)
|
(15.2)
|
63.1
|
Exceptional items
|
5.0
|
6.7
|
Adjusted EBITDA (discontinued operation)
|
(10.2)
|
69.8
|
Total Group Adjusted EBITDA
|
412.5
|
458.0
|
Upon classification as a
discontinued operation and held for sale on 1 January 2022, the
Built Environment Consulting disposal group was not depreciated or
amortised in line with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations.
Analysis of joint venture profits by
segment
|
Adjusted EBITDA
|
Operating profit
|
|
2023
(unaudited)
$m
|
2022
$m
|
2023
(unaudited)
$m
|
2022
$m
|
Projects
|
3.4
|
3.9
|
3.1
|
3.5
|
Operations
|
13.0
|
15.2
|
11.3
|
13.0
|
Investment Services
|
57.2
|
39.4
|
44.7
|
28.2
|
|
|
|
|
|
Total
|
73.6
|
58.5
|
59.1
|
44.7
|
The main joint ventures
contributing to Adjusted EBITDA and Operating Profit within the
Investment Services segment are EthosEnergy and RWG. The
results of these joint ventures are disclosed further in note
13.
Other segment items
At 31 December 2023 (unaudited)
|
Projects
$m
|
Operations
$m
|
Consulting
$m
|
Built Environment Consulting
$m
|
Investment
Services
$m
|
Unallocated
$m
|
Total
$m
|
Capital expenditure
|
|
|
|
|
|
|
|
PP&E
|
6.5
|
6.0
|
2.5
|
-
|
4.3
|
1.2
|
20.5
|
Intangible assets
|
47.2
|
55.6
|
20.4
|
-
|
1.9
|
5.9
|
131.0
|
Non-cash expense
|
|
|
|
|
|
|
|
Depreciation
|
6.9
|
6.0
|
1.3
|
-
|
2.4
|
4.4
|
21.0
|
Depreciation of right of use assets
|
33.3
|
25.0
|
8.6
|
-
|
15.2
|
13.1
|
95.2
|
Amortisation
|
81.7
|
41.1
|
19.2
|
-
|
-
|
17.7
|
159.7
|
Exceptional items (non-cash element)
|
43.4
|
-
|
-
|
5.0
|
-
|
36.1
|
84.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
Projects
$m
|
Operations
$m
|
Consulting
$m
|
Built Environment Consulting
$m
|
Investment
Services
$m
|
Unallocated
$m
|
Total
$m
|
Capital expenditure
|
|
|
|
|
|
|
|
PP&E
|
7.3
|
11.6
|
1.3
|
3.1
|
3.2
|
1.1
|
27.6
|
Intangible assets
|
43.3
|
49.5
|
18.2
|
0.2
|
-
|
4.7
|
115.9
|
Non-cash expense
|
|
|
|
|
|
|
|
Depreciation
|
8.7
|
10.3
|
1.0
|
-
|
1.1
|
4.1
|
25.2
|
Depreciation of right of use assets
|
34.4
|
17.5
|
8.3
|
-
|
10.6
|
11.5
|
82.3
|
Amortisation
|
77.7
|
36.7
|
27.5
|
-
|
-
|
10.0
|
151.9
|
Impairment of intangible assets
|
113.3
|
396.3
|
32.7
|
-
|
-
|
-
|
542.3
|
Exceptional items (non-cash element)
|
14.3
|
-
|
1.8
|
-
|
-
|
19.2
|
35.3
|
|
|
|
|
|
|
|
| |
The figures in the tables above exclude the
share of joint ventures.
Depreciation in respect of joint ventures
totals $5.2m (2022: $4.1m), depreciation in respect of joint
venture right of use assets totals $7.9m (2022: $8.2m) and joint
venture amortisation amounts to $1.4m (2022: $1.5m).
Non-cash exceptionals of $84.5m (2022: $35.3m)
primarily comprises $43.4m relating to the Power and Industrial EPC
charges, $38.4m of asbestos charges and the disposal of the built
environment business has led to a R&D tax credit being
determined to be unrecoverable in the foreseeable future, and a
non-cash charge of $5.0m has been recognised in addition to the
charge previously recognised in 2022, following the filing of the
relevant 2022 tax returns. Further detail of these charges is
outlined in notes 5 and 7.
|
Non-current
assets
|
Revenue
(Continuing
operations)
|
Geographical segments
|
2023
(unaudited)
$m
|
2022
$m
|
2023
(unaudited)
$m
|
2022
$m
|
United States of America
|
2,037.7
|
2,082.2
|
1,402.1
|
1,423.5
|
United Kingdom
|
949.4
|
803.4
|
792.7
|
731.5
|
Canada
|
439.6
|
436.8
|
379.6
|
383.2
|
Australia
|
147.9
|
150.3
|
330.1
|
331.9
|
Singapore
|
93.6
|
96.6
|
301.1
|
109.0
|
Norway
|
103.0
|
103.2
|
283.2
|
342.3
|
Brunei
|
8.8
|
10.2
|
255.6
|
232.9
|
Saudi Arabia
|
101.7
|
102.6
|
245.7
|
214.6
|
Iraq
|
0.8
|
0.4
|
235.1
|
197.5
|
South Africa
|
4.1
|
2.0
|
151.7
|
102.8
|
Papua New Guinea
|
-
|
-
|
153.2
|
125.9
|
Rest of the world
|
1,083.0
|
1,092.3
|
1,370.6
|
1,274.2
|
|
|
|
|
|
Total
|
4,969.6
|
4,880.0
|
5,900.7
|
5,469.3
|
Non-current assets includes goodwill and other
intangible assets, property plant and equipment, right of use
assets, investment in joint ventures and other investments. Revenue
in the table above analyses total revenue and in 2022 does not
reflect the $8.0m exceptional item as disclosed on the Income
Statement.
The Group's revenue is largely derived from the
provision of services over time.
Sustainable solutions consist of
activities related to renewable energy, hydrogen, carbon capture
& storage, electrification and electricity transmission &
distribution, LNG, waste to energy, sustainable fuels &
feedstocks and recycling, processing of energy transition minerals,
life sciences, decarbonisation in oil & gas, refining &
chemicals, minerals processing and other industrial
processes. In the case of mixed scopes including a decarbonisation
element, these are only included in sustainable solutions if 75% or
more of the scope relates to that element, in which case the total
revenue is recorded in sustainable solutions. Sustainable solutions with respect to the discontinued
operation have not been captured.
Revenue from continuing operations in 2023
included $4,705.4m (80%) (2022: $4,289.5m, 78%) from reimbursable
contracts and $1,195.3m (20%) (2022: $1,179.8m, 22%) from fixed
price contracts. The calculation of revenue from lump sum contracts
is based on estimates and the amount recognised could increase or
decrease.
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
2023
(Unaudited)
$m
|
2022
(re-presented)
$m
|
2023
(Unaudited)
$m
|
2022
(re-presented)
$m
|
2023
(Unaudited)
$m
|
2022
$m
|
Total
revenue
|
5,900.7
|
5,469.3
|
-
|
854.0
|
5,900.7
|
6,323.3
|
Total revenue in 2022 does not reflect the
$8.0m exceptional item as disclosed on the Income Statement. This
exceptional item related to the Projects business unit.
Contract
balances
The following table provides a summary of
receivables, contract assets and liabilities arising from the
Group's contracts with customers.
|
2023
(unaudited)
$m
|
2022
$m
|
Trade receivables
|
729.5
|
679.6
|
Non-current contract assets
|
153.7
|
97.0
|
Gross amounts due from customers
|
522.9
|
556.9
|
Gross amounts due to customers
|
(99.0)
|
(113.0)
|
|
1,307.1
|
1,220.5
|
The contract 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.
Non-current contract assets of $153.7m (2022:
$97.0m) includes $81.2m (2022: $72.9m) of gross amounts due from
customers and $15.5m (2022: $1.4m) of trade receivables in relation
to the Aegis contract as at 31 December 2023. See further
details on this contract below. The increase in the
non-current contract assets is mainly as a result of
reclassifications from current to non-current and the Aegis
contract completion in the year. The Group has
classified certain receivable balances, including Aegis as
non-current due to the element of uncertainty surrounding the
timing of the receipt of these balances. Provisions
held in relation to the Aegis contract are not material.
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 are included within the 'Trade and other payables'
heading in the Group balance sheet.
Revenue recognised in 2023 which
was included in gross amounts due to customers at the beginning of
the year of $127.0m represents amounts included within contract
liabilities, including $20.6m previously disclosed within held for
sale liabilities at 1 January 2023. Revenue recognised from
performance obligations satisfied in previous periods of $6.6m
represents revenue recognised in 2023 for performance obligations
which were considered operationally complete at 31 December
2022.
Aegis
Poland
This legacy AFW project involved
the construction of various buildings to house the Aegis Ashore
anti-missile defence facility for the United States Army Corps of
Engineers ("USACE"). Wood's construction scope is
now complete and the facilities were formally handed
over to USACE in July 2023. The corresponding
warranty period for facilities will end at various
points through July 2024. There has
been no change in management's assessment of the loss at completion
which remains at $222m. The full amount of this loss has been
recognised to date. The Group's assessment of the
ultimate loss includes change orders which have not been approved
by the customer. As at 31 December 2023, $186m of
certified claims had been submitted to our client, and we continue
to progress further claims which could be
material. The revenue
recognised is 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 also 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. Disclosure of the value of liquidated damages
included in the loss at completion is not disclosed as the
directors believe that this would be seriously prejudicial while
commercial settlement negotiations are ongoing.
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 Group
has classified the receivable balances as non-current, due to the
element of uncertainty surrounding the timing of the receipt of
these balances. 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. In reaching its assessment of this loss, management have
made certain estimates and assumptions relating to the date of
completion and recovery of costs from USACE. If the actual outcome
differs from these estimates and assumptions, the ultimate loss
will be different.
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 2023 was as follows:
$m (unaudited)
|
Year 1
|
Year 2
|
Total
|
Revenue
|
3,497.3
|
2,140.2
|
5,637.5
|
The Group has not adopted the
practical expedients permitted by IFRS 15, therefore all contracts
which have an original expected duration of one year or less have
been included in the table above. The estimate of the transaction
price represents contractually agreed backlog and does not include
any amounts of variable consideration which are constrained. The
Group continues to move into a reimbursable contract model, moving
away from turnkey lump sum contracts which are inherently riskier.
86% of future performance obligations relate to reimbursable
contracts and the remainder to fixed price.
3 Finance
expense/(income)
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Interest payable on senior loan
notes
|
16.6
|
40.3
|
Interest payable on borrowings
|
59.4
|
47.2
|
Amortisation of bank facility fees
|
4.2
|
10.5
|
Unwinding of discount on other
liabilities
|
1.2
|
0.9
|
Lease interest (note 12)
|
18.7
|
16.4
|
Other interest expense
|
8.4
|
11.9
|
|
|
|
Finance expense - continuing operations
(pre-exceptional items)
|
108.5
|
127.2
|
|
|
|
Unwinding of discount on asbestos
provision (note 5)
|
11.1
|
5.9
|
|
|
|
|
|
|
Finance expense - total
|
119.6
|
133.1
|
|
|
|
Interest receivable
|
(1.1)
|
(4.5)
|
Interest income - retirement benefit
obligations (note 33)
|
(18.3)
|
(2.4)
|
|
|
|
Finance income
|
(19.4)
|
(6.9)
|
|
|
|
Finance expense - total - net
|
100.2
|
126.2
|
Net interest expense of $6.5m (2022: $4.4m)
has been deducted in arriving at the share of post-tax profit from
joint ventures.
The unwinding of discount on the asbestos
provision is $11.1m (2022: $5.9m) and includes the unwinding of
discount on long-term asbestos receivables (note 21). This is
presented within exceptional items in line with the Group's
accounting policies.
4 Profit
before taxation
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
The following items have been
charged/(credited) in arriving at profit before
taxation:
|
|
|
Employee benefits expense (note 32)
|
2,714.8
|
3,130.0
|
Amortisation of intangible assets (note
10)
|
159.7
|
151.9
|
Depreciation of property plant and equipment
(note 11)
|
21.0
|
25.2
|
Depreciation of right of use assets (note
12)
|
95.2
|
82.3
|
Gain on disposal of property plant and
equipment
|
(2.6)
|
(1.6)
|
Impairment of intangible assets
|
-
|
542.3
|
Foreign exchange losses
|
1.0
|
4.2
|
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.
An impairment charge of $542.3m was recorded in
the prior year against intangible assets and related to goodwill,
brands and customer relationships.
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:
|
2023
(unaudited)
$m
|
2022
$m
|
Fees payable to the Group's auditors and its
associate firms for
|
|
|
Audit of parent company and consolidated
financial statements
|
7.5
|
8.7
|
Audit of financial statements of subsidiaries
of the Company
|
2.7
|
2.4
|
Total statutory audit fees
|
10.2
|
11.1
|
|
|
|
Fees payable to the Group's auditor for the
audit of non-statutory financial statements
|
-
|
0.6
|
Audit related assurance services
|
0.5
|
0.5
|
Other assurance services
|
-
|
1.4
|
Tax and other services
|
-
|
-
|
|
|
|
|
10.7
|
13.6
|
|
|
|
The fees of $8.7m disclosed for 'Audit of
parent company and consolidated financial statements' in 2022
include $1.8m relating to audit work performed in respect of the
2021 consolidated financial statements.
Fees payable to the Group's auditor for the audit of
non-statutory financial statements in 2022 relate to the audit of
carve-out financial statements of Built Environment Consulting.
Other assurance services in 2022 are Reporting
Accountant services performed by KPMG in relation to the Built
Environment Consulting disposal.
5 Exceptional items
|
2023
(unaudited)
$m
|
2022
$m
|
Exceptional items included in continuing
operations
|
|
|
Power and Industrial EPC
losses
|
45.1
|
25.0
|
Impairment of goodwill and
intangible assets (note 10)
|
-
|
542.3
|
Apollo related costs
|
4.8
|
-
|
Redundancy, restructuring and integration
costs
|
-
|
30.1
|
Investigation support costs and
provisions
|
(2.6)
|
(4.2)
|
Enterprise settlement
|
-
|
35.6
|
Asbestos yield curve, costs and
charges
|
29.4
|
21.5
|
Russia exit costs and charges
|
-
|
13.2
|
|
|
|
Exceptional
items included in continuing operations, before interest and
tax
|
76.7
|
663.5
|
Unwinding of discount on asbestos
provision
|
11.1
|
5.9
|
Tax (credit)/charge in relation to exceptional
items
|
(0.2)
|
5.2
|
Release of uncertain tax provision
|
(7.4)
|
-
|
Derecognition/(recognition) of deferred tax
assets due to UK pension actuarial movements
|
18.0
|
(41.6)
|
|
|
|
Exceptional items included in continuing
operations, net of interest and tax
|
98.2
|
633.0
|
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.
Power and
Industrial EPC losses
The Group made a strategic
decision in 2021 to exit certain business segments within the Power
and Industrials sub business group. Following that
decision, we ceased to operate in the large-scale EPC or lump sum
turnkey business segment.
The costs of exiting that business
and any subsequent costs related to the wind down of contracts in
that business, to the extent they are material in size, have been
treated as exceptional on the basis that they relate to a segment
in which the Group no longer operates.
In the first half of 2023 the
Group recorded a non-cash exceptional charge of $20.4m relating to
a write down of receivable balances arising from activity in the
Power and Industrial EPC business. The Group had
expected to recover these balances, but these have since been
disputed.
In the second half of 2023, a
former client raised an arbitration claim against the Group in
respect of alleged damages and costs arising from a legacy Power
and Industrial contract. Following evaluation of the claim,
the Group has recognised a provision of $23.0m with a charge to
exceptional items, representing our assessment of probable outflows
arising from the matter.
During the year additional costs
relating to the discontinued business of $1.7m were recorded as an
exceptional charge. This follows previous write downs made during
2022 of $25.0m, including a revenue reversal of $8.0m which
represents the impact of a reduction in total value of the contract
and is in relation to revenue recognised in prior years.
Apollo related costs
The Group incurred $4.8m in
relation to legal and advisor costs arising from Apollo's
preliminary approach to potentially acquire the ordinary share
capital of the Group, which did not ultimately lead to an
offer.
Investigation support costs and provisions
The regulatory investigations were
all closed out during 2021 and the agreed settlements were
materially in line with the provision made in 2020. The $2.6m
credit relates to the release of provisions made for additional
legal and other costs which were ultimately not needed.
Asbestos
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 $29.4m charge (2022: $21.5m)
principally comprises a $34.2m charge (2022: $52.8m) in the period
that was a result of an updated actuarial review which updated the
best estimate for recent claims experience and $5.4m (2022: $4.3m)
of costs in relation to managing the claims. These are offset by a
credit of $10.0m which relates to the collection of insurance
proceeds from an insolvent insurer and a yield curve credit of
$0.2m (2022: $35.6m). The lower yield curve credit recognised
in 2023 is principally due to the 27 year blended yield curve rate
of 3.64% not being materially different to the 30 year flat rate of
3.97% in 2022.
$11.1m of interest costs which
relate to the unwinding of discount on the asbestos provision are
also shown as exceptional (2022: $5.9m).
Redundancy, restructuring and integration
costs
No costs were incurred in 2023. In
the prior year, $30.1m was incurred in relation to redundancy and
restructuring activities.
Enterprise settlement
In the prior year, the Enterprise
claim was concluded, with the amount settled being in excess of the
amount provided for. The charge in the prior year was classed as an
exceptional both by its nature (historic litigation settlement) and
by size.
Tax
An exceptional tax charge of
$10.4m (2022: $36.4m credit) has been recorded during the period.
It consists of a tax credit of $0.2m on exceptional items (2022:
$5.2m charge), a $7.4m credit in relation to the release of an
uncertain tax provision created through exceptional items on the
disposal of the Well Support business in 2011, offset by an
exceptional charge of $18.0m (2022: $41.6m credit) recognised due
to the actuarial loss in relation to the UK defined benefit pension
scheme. As deferred tax liabilities support the recognition of
deferred tax assets, the reduction of $18.0m of deferred tax assets
have been recognised through exceptional items based on its
size.
6
Taxation
|
2023
(unaudited)
$m
|
2022
$m
|
Current tax
|
|
|
Current year
|
86.1
|
188.5
|
Adjustment in respect of prior years
|
(38.3)
|
(14.8)
|
|
|
|
|
47.8
|
173.7
|
|
|
|
Deferred tax
|
|
|
Origination and reversal of temporary
differences
|
17.0
|
62.7
|
Adjustment in respect of prior years
|
(6.5)
|
(0.2)
|
|
|
|
|
10.5
|
62.5
|
|
|
|
Total tax charge
|
58.3
|
236.2
|
|
|
|
Comprising
|
|
|
Tax on continuing operations before exceptional
items
|
54.6
|
47.3
|
Tax (credit)/charge in relation to exceptional
items (note 5)
|
(7.6)
|
5.2
|
Derecognition/(recognition) of deferred tax
assets due to UK pension actuarial movements (note 5)
|
18.0
|
(41.6)
|
Tax on discontinued operations
|
(6.7)
|
225.3
|
|
|
|
Total tax charge
|
58.3
|
236.2
|
Tax (credited)/charged to other comprehensive
income/expense
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Deferred tax movement on retirement benefit
liabilities
|
(18.0)
|
41.6
|
Tax on derivative financial
instruments
|
0.4
|
1.7
|
|
|
|
Total (credited)/charged to other comprehensive
income/expense
|
(17.6)
|
43.3
|
Tax (credited)/charged to equity
|
2023
$m
|
2022
$m
|
|
|
|
Deferred tax impact of rate change
|
(0.7)
|
0.8
|
Other
|
0.1
|
1.3
|
|
|
|
Total (credited)/charged to equity
|
(0.6)
|
2.1
|
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.
Reconciliation of applicable tax charge at
statutory rates to tax charge
|
2023
(unaudited)
$m
|
2022 (re-presented)
$m
|
Loss before taxation from continuing
operations
|
(62.7)
|
(691.4)
|
Loss/(profit) before taxation from discontinued
operations (note 7)
|
(15.2)
|
61.4
|
Gain on sale of discontinued operation (note
7)
|
31.0
|
514.5
|
Less: Share of post-tax profit from joint
ventures (note 13)
|
(42.8)
|
(30.4)
|
|
|
|
Loss before taxation from total
operations (excluding profits from joint ventures)
|
(89.7)
|
(145.9)
|
|
|
|
Applicable tax
charge at statutory rates
|
(1.4)
|
36.5
|
|
|
|
Effects of:
|
|
|
Non-deductible expenses
|
18.7
|
8.2
|
Non-taxable income
|
-
|
(1.0)
|
Non-deductible expenses -
exceptional
|
4.1
|
332.8
|
Non-taxable income - exceptional
|
(9.9)
|
(0.3)
|
Deferred tax
recognition:
|
|
|
Recognition of deferred tax assets not
previously recognised
|
(5.5)
|
(4.3)
|
Utilisation of tax assets not previously
recognised
|
(3.4)
|
(12.4)
|
Current year deferred tax assets not
recognised
|
62.0
|
37.7
|
Write off of previously recognised
deferred tax assets
|
2.2
|
5.2
|
Derecognition/(recognition) due to UK
pension actuarial movements
|
18.0
|
(41.6)
|
Utilisation of unrecognised deferred tax
assets due to the Built Environment Consulting disposal
|
-
|
(145.5)
|
Irrecoverable withholding tax
|
14.3
|
20.4
|
US Base Erosion and Anti-abuse Tax
|
-
|
6.7
|
CFC charges
|
5.7
|
2.3
|
Uncertain tax provisions
|
(0.4)
|
7.5
|
Uncertain tax provisions -
exceptional
|
0.6
|
-
|
Uncertain tax provisions prior year
adjustments
|
(10.6)
|
(26.7)
|
Uncertain tax provisions prior year adjustments
- Exceptional
|
(7.4)
|
1.5
|
Prior year adjustments
|
(14.4)
|
7.7
|
Prior year adjustments - exceptional
|
(11.2)
|
2.5
|
Impact of change in rates on deferred
tax
|
(3.1)
|
(1.0)
|
|
|
|
Total tax charge
|
58.3
|
236.2
|
Comprising
|
|
|
Tax charge on continuing
operations
|
65.0
|
10.9
|
Tax (credit)/charge on discontinued
operations
|
(6.7)
|
225.3
|
|
|
|
Total tax charge
|
58.3
|
236.2
|
The weighted average of statutory tax rates is
1.5% in 2023 (2022: (25.0%)). The low tax rate reflects an overall
loss, however profits in jurisdictions with higher tax rates
outweigh those at lower tax rates such that there is a small net
tax amount at the Group weighted average tax level.
The adjustments in respect of prior years
largely relate 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, and amendments in respect
of the US following more detailed analysis as part of the tax
return work. The most significant uncertain tax position release
elements relate to the release of legacy Well Support business
related provisions of $7.4m within exceptional items and final
assessments received without a penalty which had previously been
provided for of $7.0m. US related prior year adjustments are a
credit of $15.9m and relate to technical areas of the tax return
around the availability of losses due to change of ownership rules,
the apportionment of profits between states factoring in the Built
Environment disposal and a full analysis of the level of Base
Erosion and Anti-Abuse tax payable.
During the year, the UK defined
benefit pension fund asset on the Wood Pension Plan decreased due
to actuarial losses of $82.8m, resulting in the associated deferred
tax liability decreasing, with a credit shown in Other
Comprehensive Income. The deferred tax liability supports the
recognition of deferred tax assets, and as a result $18.0m (2022:
$41.6m additional recognition) has been recognised and a
corresponding debit recognised in the profit and loss account.
Consistent with the prior year, this has been recognised as an
exceptional item.
Net income tax liabilities in the Group
balance sheet include $87.1m (2022: $108.0m) 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 ($38.0m, 2022: $36.4m), group financing ($25.7m, 2022:
$25.2m) and transfer pricing and tax residence ($9.4m, 2022:
$9.6m). 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, $80.4m 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 2024. The remaining $6.7m comprises uncertain tax
positions not yet under audit, none of which are individually
material. Of the $6.7m, $0.9m will become statute barred for tax
authority audit during 2024 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 (Pillar II). This
includes an agreement for a minimum level of tax of 15% which
applies to the Group from 1 January 2024. Based on the 2023 results
and an analysis of the jurisdictions to which a Pillar II charge
may apply, the anticipated range of the additional charge is
between $1m and $4m depending on the outcome of technical
uncertainties on which guidance has yet to be provided by the OECD.
The Jurisdictions Pillar II will have the greatest impact in
relation to are the UAE and the captive insurance company
incorporated in Guernsey but UK tax resident.
During 2022, the actuarial loss in
relation to the UK pension fund has resulted in a derecognition of
deferred tax assets as less 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 2023 is $100.8m.
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 2024
year end onwards as a result of the rate rise to full calendar
years from then on.
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
Discontinued operation
In September 2022, the Group
announced it had completed an agreement to sell the Built
Environment Consulting business, which is included within the Built
Environment Consulting operating segment. The Built Environment
Consulting business was classified as a discontinued operation from
1 January 2022, at which point the conditions under IFRS 5 were
met. The Group income statement and statement of comprehensive
income were re-presented to show the discontinued operation
separately from continuing operations.
As per the terms of the agreement,
the Group had a residual element of the transaction classified as
held for sale in the 2022 Annual Report. The sale of the remaining
underlying subsidiary, residing in Saudi Arabia, did not complete
during 2023 and will now be retained by the Group. The results in
the comparative periods arising from discontinued operations have
been re-presented in the table below, with the performance of this
subsidiary now showing within the Group income statement as part of
continuing operations. This restatement is in accordance with the
requirements of IFRS 5 paragraph 36. The revenue and profit before
tax associated with this subsidiary in 2022 was $27.1m and $3.1m
respectively.
(i)
Results of discontinued operation
|
Note
|
2023
(unaudited)
$m
|
2022
(re-presented)
$m
|
|
|
|
|
External revenue
|
|
-
|
854.0
|
Cost of sales
|
|
(10.2)
|
(735.8)
|
Gross (loss)/profit
|
|
(10.2)
|
118.2
|
|
|
|
|
Administrative expenses
|
|
-
|
(48.4)
|
Exceptional items - administrative
expenses
|
|
(5.0)
|
(6.7)
|
Operating (loss)/profit
|
|
(15.2)
|
63.1
|
|
|
|
|
Finance expense
|
|
-
|
(1.7)
|
(Loss)/profit before tax
|
|
(15.2)
|
61.4
|
|
|
|
|
Taxation
|
|
-
|
(7.9)
|
Results from operating activities, net of
tax
|
|
(15.2)
|
53.5
|
|
|
|
|
Gain on sale of discontinued
operation
|
|
31.0
|
514.5
|
Income tax on gain on sale of
discontinued operation (exceptional)
|
|
6.7
|
(217.4)
|
|
|
|
|
Profit from discontinued operation, net of
tax
|
|
22.5
|
350.6
|
Earnings per share (cents)
|
|
|
|
Basic
|
9
|
3.3
|
51.5
|
Diluted
|
9
|
3.3
|
51.5
|
The profit from the discontinued
operation, net of tax of $22.5m (2022: $350.6m) is attributable
entirely to the owners of the Company. Cost of sales of $10.2m
relates to contract costs incurred in respect of the Built
Environment Consulting business prior to its sale that were not
known at the time of the disposal and should have been accrued in
that business in the prior year. As the adjustment is not material
the prior year comparatives have not been restated and the charge
included in 2023.
The final proceeds from the
disposal of the Built Environmental Consulting business were agreed
during 2023 upon agreement of the completion balance sheet between
the Group and WSP. This has resulted in an additional gain of
$31.0m, comprising $27.1m of cash proceeds and the release of
completion accruals, being recognised in discontinued
operations.
The disposal of the built
environment business has led to a R&D tax credit being
determined to be unrecoverable in the foreseeable future, and a
charge of $5.0m has been recognised in addition to the charge
previously recognised in 2022, following the filing of the relevant
2022 tax returns.
(ii)
Cash flows from / (used in) discontinued
operation
|
Note
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
|
Net cash used in operating
activities
|
|
-
|
(6.0)
|
Net cash (used in)/ generated from
investing activities
|
|
(40.0)
|
1,748.4
|
Net
cash flows for the period
|
|
(40.0)
|
1,742.4
|
8
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.
9 Earnings
per share
|
2023 (unaudited)
|
2022
|
|
(Losses)/earnings attributable
to
owners of
the
parent
$m
|
Number of shares
m
|
Earnings/(losses) per share
Cents
|
(Losses)/earnings attributable to owners of the
parent
$m
|
Number of shares
m
|
Earnings/(losses) per share
cents
|
|
|
|
|
|
|
|
Basic pre-exceptional
|
(45.2)
|
685.9
|
(6.6)
|
(13.7)
|
680.4
|
(2.0)
|
Exceptional items, net of tax
|
(65.5)
|
-
|
(9.5)
|
(342.6)
|
-
|
(50.4)
|
|
|
|
|
|
|
|
Basic
|
(110.7)
|
685.9
|
(16.1)
|
(356.3)
|
680.4
|
(52.4)
|
Effect of dilutive ordinary
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Diluted
|
(110.7)
|
685.9
|
(16.1)
|
(356.3)
|
680.4
|
(52.4)
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share
calculation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
(110.7)
|
685.9
|
(16.1)
|
(356.3)
|
680.4
|
(52.4)
|
Exceptional items, net of tax
|
65.5
|
-
|
9.5
|
342.6
|
-
|
50.4
|
Amortisation related to acquisitions, net of
tax
|
50.8
|
-
|
7.4
|
52.5
|
-
|
7.7
|
|
|
|
|
|
|
|
Adjusted diluted
|
5.6
|
685.9
|
0.8
|
38.8
|
680.4
|
5.7
|
|
|
|
|
|
|
|
Adjusted basic
|
5.6
|
685.9
|
0.8
|
38.8
|
680.4
|
5.7
|
i)
(Losses)/earnings attributable to equity
shareholders
|
2023
(unaudited)
|
2022
|
|
|
Continuing
operations
$m
|
Discontinued
operations
$m
|
Total
$m
|
Continuing operations
(re-presented)
$m
|
Discontinued operations
(re-presented)
$m
|
Total
(re-presented)
$m
|
|
|
|
|
|
|
|
(Losses)/earnings attributable to
equity
shareholders (basic
pre-exceptional)
|
(35.0)
|
(10.2)
|
(45.2)
|
(73.9)
|
60.2
|
(13.7)
|
Exceptional items, net of
tax
|
(98.2)
|
32.7
|
(65.5)
|
(633.0)
|
290.4
|
(342.6)
|
(Losses)/earnings
attributable
to equity shareholders
|
(133.2)
|
22.5
|
(110.7)
|
(706.9)
|
350.6
|
(356.3)
|
Number of shares (basic)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Number of shares
(diluted)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Basic earnings per share (cents)
|
(19.4)
|
3.3
|
(16.1)
|
(103.9)
|
51.5
|
(52.4)
|
Diluted earnings per share (cents)
|
(19.4)
|
3.3
|
(16.1)
|
(103.9)
|
51.5
|
(52.4)
|
|
|
|
|
|
|
|
| |
|
2023
(unaudited)
|
2022
|
|
Continuing
operations
$m
|
Discontinued
operations
$m
|
Total
$m
|
Continuing operations
(re-presented)
$m
|
Discontinued operations
(re-presented)
$m
|
Total
(re-presented)
$m
|
(Losses)/earnings attributable to
equity shareholders
|
(133.2)
|
22.5
|
(110.7)
|
(706.9)
|
350.6
|
(356.3)
|
Exceptional items, net of
tax
|
98.2
|
(32.7)
|
65.5
|
633.0
|
(290.4)
|
342.6
|
Amortisation of intangibles on
acquisition,
net of tax
|
50.8
|
-
|
50.8
|
52.5
|
-
|
52.5
|
(Losses)/earnings
attributable
to equity shareholders (adjusted
diluted)
|
15.8
|
(10.2)
|
5.6
|
(21.4)
|
60.2
|
38.8
|
(Losses)/earnings
attributable
to equity shareholders (adjusted
basic)
|
15.8
|
(10.2)
|
5.6
|
(21.4)
|
60.2
|
38.8
|
Number of shares
(diluted)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Number of shares (basic)
|
685.9
|
685.9
|
685.9
|
680.4
|
680.4
|
680.4
|
Adjusted diluted (cents)
|
2.3
|
(1.5)
|
0.8
|
(3.1)
|
8.8
|
5.7
|
Adjusted basic (cents)
|
2.3
|
(1.5)
|
0.8
|
(3.1)
|
8.8
|
5.7
|
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 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. 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.
For the year ended 31 December 2023, the Group
reported a basic loss (2022: loss) per ordinary share, therefore
the effect of dilutive ordinary shares are excluded (2022:
excluded) in the calculation of diluted earnings per share. Where
profits have been made when disaggregating discontinued and
continuing operations, the calculation of diluted earnings per
share was performed on the same basis as the whole Group. Had the
result been a profit, an additional 22.0m of dilutive potential
shares would have been used in the calculation of diluted EPS
metrics, which would have reduced the adjusted diluted EPS by 0.01
cents
10 Goodwill and other intangible assets
(unaudited)
|
Goodwill
$m
|
Software and development
costs
$m
|
Customer contracts and relationships
$m
|
Order backlog
$m
|
Brands
$m
|
Total
$m
|
Cost
|
|
|
|
|
|
|
At 1 January 2023
|
4,277.4
|
343.2
|
656.1
|
157.0
|
479.4
|
5,913.1
|
Exchange movements
|
49.4
|
24.1
|
4.8
|
1.2
|
5.4
|
84.9
|
Additions
|
-
|
131.0
|
-
|
-
|
-
|
131.0
|
Disposals
|
-
|
(2.1)
|
-
|
-
|
-
|
(2.1)
|
Businesses divested
|
(15.0)
|
-
|
-
|
-
|
-
|
(15.0)
|
|
|
|
|
|
|
|
At 31 December
2023
|
4,311.8
|
496.2
|
660.9
|
158.2
|
484.8
|
6,111.9
|
|
|
|
|
|
|
|
Amortisation
and impairment
|
|
|
|
|
|
|
At 1 January 2023
|
488.8
|
239.4
|
547.7
|
157.0
|
171.1
|
1,604.0
|
Exchange movements
|
6.5
|
19.0
|
2.8
|
1.2
|
1.8
|
31.3
|
Amortisation charge
|
-
|
105.2
|
26.3
|
-
|
28.2
|
159.7
|
Disposals
|
-
|
(2.1)
|
-
|
-
|
-
|
(2.1)
|
|
|
|
|
|
|
|
At 31 December
2023
|
495.3
|
361.5
|
576.8
|
158.2
|
201.1
|
1,792.9
|
|
|
|
|
|
|
|
Net book value
at 31 December 2023
|
3,816.5
|
134.7
|
84.1
|
-
|
283.7
|
4,319.0
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At 1 January 2022
|
5,226.2
|
288.8
|
815.7
|
183.9
|
661.0
|
7,175.6
|
Exchange movements
|
(173.2)
|
(40.3)
|
(21.8)
|
(2.8)
|
(13.3)
|
(251.4)
|
Additions
|
-
|
115.9
|
-
|
-
|
-
|
115.9
|
Disposals
|
-
|
(3.4)
|
-
|
-
|
-
|
(3.4)
|
Businesses divested
|
(775.6)
|
(17.8)
|
(137.8)
|
(24.1)
|
(168.3)
|
(1,123.6)
|
|
|
|
|
|
|
|
At 31 December
2022
|
4,277.4
|
343.2
|
656.1
|
157.0
|
479.4
|
5,913.1
|
|
|
|
|
|
|
|
Amortisation
and impairment
|
|
|
|
|
|
|
At 1 January 2022
|
0.8
|
205.7
|
581.2
|
171.7
|
140.9
|
1,100.3
|
Exchange movements
|
(5.2)
|
(33.4)
|
(15.8)
|
(2.5)
|
(3.0)
|
(59.9)
|
Amortisation charge
|
-
|
87.5
|
28.4
|
11.9
|
24.1
|
151.9
|
Impairment
|
493.2
|
-
|
4.2
|
-
|
44.9
|
542.3
|
Disposals
|
-
|
(3.4)
|
-
|
-
|
-
|
(3.4)
|
Businesses divested
|
-
|
(17.0)
|
(50.3)
|
(24.1)
|
(35.8)
|
(127.2)
|
|
|
|
|
|
|
|
At 31 December
2022
|
488.8
|
239.4
|
547.7
|
157.0
|
171.1
|
1,604.0
|
|
|
|
|
|
|
|
Net book value
at 31 December 2022
|
3,788.6
|
103.8
|
108.4
|
-
|
308.3
|
4,309.1
|
General
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 2023 (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.
The carrying value of the goodwill for each
CGU as at the test date is shown in the table below.
Cash Generating Unit
|
Goodwill carrying
value
2023 Test
date
(unaudited)
$m
|
Goodwill
carrying value
2022
Test date
$m
|
Projects
|
2,195.7
|
2,280.8
|
Operations
|
1,231.2
|
1,594.8
|
Consulting
|
356.4
|
372.4
|
Kelchner
|
16.9
|
16.9
|
Swaggart
|
16.3
|
16.3
|
Basis for
determining recoverable amount
The recoverable amount was determined by
preparing value-in-use calculations prepared for each CGU using the
cash flow projections included in the financial forecasts prepared
by management and approved by the Board for the period 2024 through
to 2028. Management have updated the forecasts which were
underpinned by the new strategy announced in November 2022 based on
an updated assessment of market outlook; growth in market share;
resource utilisation; contract backlog; contract margins; assumed
contract awards based on the current pipeline; and actual
performance in 2023. The key market drivers, within energy,
include energy security driven by the ongoing conflict in Ukraine
and supporting energy transition in our focus markets. Our
materials growth drivers are also underpinned by transition to net
zero, as well as increased consumer demand driven by population
growth and higher standards of living.
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 energy transition and
decarbonisation. In addition to applying decarbonization
capabilities within each CGU across each of the growth markets,
digitization is another key driver which is expected to draw demand
for the digital tools, products and capabilities offered by the
Consulting CGU. During 2023 each of the CGUs have had
significant contract wins in energy transition and decarbonisation
and are 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 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. However,
offsetting this risk is the large near-term addressable market
focused on energy security within oil and gas along with the desire
of those clients to pursue net-zero and decarbonization
efforts. These projects are supporting the energy security
agenda as major economies aim to reduce their dependency on Russian
oil and gas, whilst also ensuring affordable energy for
consumers.
Critical
assumptions
The revenue CAGR for each of the CGUs ranges
from 8.3% to 13.4% (2022: 4.8% to 14.2%). The Projects revenue CAGR
includes growth from its Middle East region, process and chemicals
sector and minerals and processing sectors. Projects is expected to
leverage from its existing engineering capabilities and client
relationships to grow its market share in the minerals sectors,
whilst population growth is expected to underpin growth in the
process and chemicals sector. The Projects Middle East
business is underpinned by the Group's deep history in that
region. If this growth does not materialise, there is a risk
of an impairment in the Projects CGU.
The Operations revenue CAGR includes growth
from the oil and gas sector in Europe and the Middle East and is
underpinned by a global focus on energy security and supporting the
energy transition. Operations have secured a number of
contract awards with large, multinational energy companies during
2023, and this is reflected in a higher orderbook as at 31 December
2023 compared with 31 December 2022. Reasonably possible
changes in the critical assumptions used in the Operations
impairment test did not result in an impairment.
The terminal growth rates assumed from 2028 do
not exceed the long-term average historical 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 2.4% for Operations (2022: 2.4%);
2.4% for Projects (2022: 2.4%); and 2.4% (2022: 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 an increase
in the discount rate. The Group have considered the additional
specific risks related to each business such as country risk and
forecasting risk. The Group have considered the ongoing
conflict in Israel on its operations in the Middle East as part of
its assessment of country risk premium. The pre-tax rates
used for the 2023 review are tabulated as follows and were derived
from the Group WACC calculation with specific adjustments for CGU
specific risks including country risk premiums.
The discount rates tabulated below reflect the
view that the cash flows have been risk adjusted in 2023, whereas
risk adjustments were reflected in the discount rate in 2022.
The 2023 pre-tax discount rates, with risk reflected in the
discount rate would have been 13.1% for Projects, 13.7% for
Operations, 12.3% for Consulting, 12.9% for Kelchner and 13.1% for
Swaggart.
Cash Generating Unit
|
Pre-tax discount
rate
2023
(unaudited)
%
|
Pre-tax
discount rate
2022
%
|
Post-tax discount
rate
2023
(unaudited)
%
|
Post-tax
discount rate
2022
%
|
Projects
|
12.0
|
13.2
|
10.3
|
11.0
|
Operations
|
12.3
|
12.9
|
10.5
|
10.5
|
Consulting
|
12.0
|
12.2
|
10.3
|
9.9
|
Kelchner
|
10.8
|
12.4
|
9.4
|
10.4
|
Swaggart
|
11.0
|
12.8
|
9.4
|
10.4
|
Sensitivity
analysis
In order to reduce headroom to $nil in 2023,
the post-tax discount rate would need to increase to:
Cash Generating Unit (unaudited)
|
%
|
Projects
|
10.7
|
Operations
|
13.0
|
Consulting
|
16.8
|
Kelchner
|
20.0
|
Swaggart
|
17.4
|
The headroom for Projects was $112m based on
the assumptions described above. The key assumptions
used in the impairment model for the CGU include discount rate,
long term growth rate and revenue growth. There are
reasonably possible changes in assumptions that would result in an
impairment for Projects. If the post-tax discount rate was
1.0% higher for Projects, the impairment would be $171m. A
1.2% reduction in revenue CAGR over the forecast period would
reduce headroom to $nil and a 0.5% reduction in the long-term
growth rate would also reduce headroom to $nil.
Reasonably possible changes in the assumptions
used in the impairment tests in the other CGUs did not result in an
impairment.
Group
test
The carrying values of the corporate assets
that were not allocated to the above cash generating units above
were $111.8m (2022: $73.2m) 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 Group post tax discount rate was 9.6% (pre-tax
11.2%) and a terminal growth rate of 2.4% was applied to the
forecast consolidated cash flows of the Group, including the
unallocated central costs. The recoverable amount of the
Group at the test date was $4,767m. The Group post-tax
discount rate would need to be 0.5% higher to reduce the headroom
to $nil.
Intangibles
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 was being amortised over periods of 2 to
5 years and has fully amortised. Brands recognised relate entirely
to the acquisition of AFW and the remaining carrying value is being
amortised over a period of 11 years.
Software and development costs includes
internally generated assets with a net book value of $47.5m at 31
December 2023 (2022: $36.9m). $18.7m (2022: $19.9m) 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.
11 Property plant and equipment
(unaudited)
|
Land and Buildings
$m
|
Plant and equipment
$m
|
Total
$m
|
Cost
|
|
|
|
At 1 January 2023
|
51.6
|
79.3
|
130.9
|
Exchange movements
|
1.9
|
4.1
|
6.0
|
Additions
|
2.7
|
17.8
|
20.5
|
Disposals
|
(17.4)
|
(25.7)
|
(43.1)
|
Reclassifications
|
-
|
(14.8)
|
(14.8)
|
|
|
|
|
At 31 December 2023
|
38.8
|
60.7
|
99.5
|
|
|
|
|
Accumulated depreciation and
impairment
|
|
|
|
At 1 January 2023
|
28.5
|
20.0
|
48.5
|
Exchange movements
|
0.9
|
3.3
|
4.2
|
Charge for the year
|
5.1
|
15.9
|
21.0
|
Disposals
|
(12.1)
|
(25.4)
|
(37.5)
|
Impairment
|
1.1
|
0.7
|
1.8
|
Reclassifications
|
-
|
(3.8)
|
(3.8)
|
|
|
|
|
At 31 December 2023
|
23.5
|
10.7
|
34.2
|
|
|
|
|
Net book value at 31 December 2023
|
15.3
|
50.0
|
65.3
|
|
|
|
|
Cost
|
|
|
|
At 1 January 2022
|
86.7
|
115.7
|
202.4
|
Exchange movements
|
(5.3)
|
(10.9)
|
(16.2)
|
Additions
|
1.5
|
26.1
|
27.6
|
Disposals
|
(11.0)
|
(21.7)
|
(32.7)
|
Businesses divested (note 7)
|
(22.1)
|
(28.1)
|
(50.2)
|
Reclassifications
|
1.8
|
(1.8)
|
-
|
|
|
|
|
At 31 December 2022
|
51.6
|
79.3
|
130.9
|
|
|
|
|
Accumulated depreciation and
impairment
|
|
|
|
At 1 January 2022
|
50.5
|
49.7
|
100.2
|
Exchange movements
|
(3.5)
|
(11.4)
|
(14.9)
|
Charge for the year
|
5.5
|
19.7
|
25.2
|
Disposals
|
(7.5)
|
(19.4)
|
(26.9)
|
Businesses divested (note 7)
|
(18.3)
|
(17.2)
|
(35.5)
|
Reclassifications
|
1.8
|
(1.8)
|
-
|
Impairment
|
-
|
0.4
|
0.4
|
|
|
|
|
At 31 December 2022
|
28.5
|
20.0
|
48.5
|
|
|
|
|
Net book value at 31 December 2022
|
23.1
|
59.3
|
82.4
|
The net book value of Land and Buildings
includes $7.9m (2022: $14.0m) of Long Leasehold and Freehold
property and $7.4m (2022: $9.1m) of Short Leasehold property. There
were no material amounts in assets under construction at 31
December 2023.
During the year there were finance lease
assets with a net book value of $11.5m transferred from Plant and
Equipment to Right of Use Assets.
12 Leases
Right of use
assets (unaudited)
|
Land and Buildings
$m
|
Plant and equipment
$m
|
Total
$m
|
Net book value
|
|
|
|
At 1 January 2023
|
249.5
|
26.5
|
276.0
|
Exchange movements
|
10.3
|
0.8
|
11.1
|
Additions
|
121.2
|
35.0
|
156.2
|
Disposals
|
(2.8)
|
(0.9)
|
(3.7)
|
Reclassifications
|
-
|
11.5
|
11.5
|
Depreciation of right of use assets
|
(61.4)
|
(33.8)
|
(95.2)
|
At 31 December
2023
|
316.8
|
39.1
|
355.9
|
|
|
|
|
Lease liabilities (unaudited)
|
|
|
|
At 1 January 2023
|
|
|
342.9
|
Exchange movements
|
|
|
10.3
|
Additions
|
|
|
147.6
|
Disposals
|
|
|
(5.4)
|
Interest expense related to lease
liabilities
|
|
|
18.7
|
Repayment of lease liabilities
|
|
|
(113.3)
|
At 31 December 2023
|
|
|
400.8
|
Right of use
assets
|
|
|
|
Net book value
|
|
|
|
At 1 January 2022
|
316.6
|
39.5
|
356.1
|
Exchange movements
|
(17.5)
|
(2.1)
|
(19.6)
|
Additions
|
67.8
|
27.0
|
94.8
|
Disposals
|
(1.5)
|
-
|
(1.5)
|
Businesses divested (note 7)
|
(53.7)
|
(17.8)
|
(71.5)
|
Depreciation of right of use assets
|
(62.2)
|
(20.1)
|
(82.3)
|
At 31 December
2022
|
249.5
|
26.5
|
276.0
|
Lease liabilities
|
|
|
|
At 1 January 2022
|
|
|
449.8
|
Exchange movements
|
|
|
(27.0)
|
Additions
|
|
|
91.9
|
Disposals
|
|
|
(5.4)
|
Businesses divested (note 7)
|
|
|
(62.7)
|
Interest expense related to lease
liabilities
|
|
|
17.9
|
Repayment of lease liabilities
|
|
|
(121.6)
|
At 31 December 2022
|
|
|
342.9
|
Included in the above, the Group
has finance leases liabilities totalling $17.7m (2022: $16.2m) 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:
|
|
|
2023
(unaudited)
|
2022
|
|
|
|
$m
|
$m
|
Current lease liability
|
|
|
83.4
|
83.2
|
Non-current lease liability
|
|
|
317.4
|
259.7
|
|
|
|
|
|
Total lease
liability
|
|
|
400.8
|
342.9
|
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
|
61.4
|
62.2
|
Plant and equipment
|
33.8
|
20.1
|
Charged to
operating profit
|
95.2
|
82.3
|
Interest expense related to lease
liabilities
|
18.7
|
17.9
|
Charge to
profit/(loss) before taxation for leases
|
113.9
|
100.2
|
13 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%)
|
|
2023
(unaudited)
$m
|
2022
$m
|
2023
(unaudited)
$m
|
2022
$m
|
Non-current assets
|
145.7
|
137.9
|
58.7
|
57.9
|
Current assets
|
534.7
|
520.7
|
160.8
|
141.4
|
Current liabilities
|
(353.8)
|
(347.7)
|
(78.5)
|
(74.6)
|
Non-current liabilities
|
(65.7)
|
(78.7)
|
(2.7)
|
(7.7)
|
|
|
|
|
|
Net assets
|
260.9
|
232.2
|
138.3
|
117.0
|
|
|
|
|
|
Wood Group share
|
133.1
|
118.4
|
69.2
|
58.5
|
Accumulated impairments and other
adjustments
|
(65.9)
|
(65.9)
|
-
|
-
|
|
|
|
|
|
Wood Group investment
|
67.2
|
52.5
|
69.2
|
58.5
|
|
|
|
|
|
Revenue
|
861.0
|
824.8
|
253.4
|
234.3
|
Cost of sales
|
(726.2)
|
(721.5)
|
(181.6)
|
(169.8)
|
Administrative expenses
|
(86.9)
|
(80.5)
|
(31.1)
|
(31.2)
|
Exceptional items
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Operating profit
|
47.9
|
22.8
|
40.7
|
33.3
|
Finance expense
|
(11.7)
|
(7.5)
|
(1.0)
|
(0.8)
|
|
|
|
|
|
Profit before tax
|
36.2
|
15.3
|
39.7
|
32.5
|
Tax
|
(5.9)
|
(6.4)
|
(7.1)
|
(6.5)
|
|
|
|
|
|
Post-tax profit from joint ventures
|
30.3
|
8.9
|
32.6
|
26.0
|
|
|
|
|
|
Wood Group share
|
15.5
|
4.5
|
16.3
|
13.0
|
Cash and cash equivalents amounted to $30.8m
(2022: $48.2m) and $3.2m (2022: $13.9m) for EthosEnergy and RWG
respectively.
Depreciation amounted to $17.0m (2022: $29.0m)
and $4.6m (2022: $9.2m) for EthosEnergy and RWG
respectively.
Amortisation amounted to $1.0m (2022: $0.9m)
and $1.9m (2022: $2.1m) for EthosEnergy and RWG
respectively.
EthosEnergy's net debt at 31 December 2023
amounted to $75.9m (2022: $85.7m).
RWG had net debt at 31 December 2023 of $0.5m
(2022: net cash $5.1m).
The aggregate carrying amount of the Group's
other equity accounted joint ventures, which individually are not
material, amounted to $41.7m at 31 December 2023 (2022:
$45.5m).
The Group's share of its joint venture income
and expenses is shown below.
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Revenue
|
733.5
|
754.7
|
Cost of sales
|
(602.5)
|
(641.8)
|
Administrative expenses
|
(71.9)
|
(68.2)
|
|
|
|
Operating profit
|
59.1
|
44.7
|
Net finance expense
|
(6.5)
|
(4.4)
|
|
|
|
Profit before tax
|
52.6
|
40.3
|
Tax
|
(9.8)
|
(9.9)
|
|
|
|
Share of post-tax profit from joint
ventures
|
42.8
|
30.4
|
The movement in investment in joint ventures is shown
below:
|
2023
(unaudited)
|
2022
|
|
$m
|
$m
|
|
|
|
At 1 January
|
156.5
|
169.7
|
Exchange movements on retranslation of net
assets
|
3.9
|
(11.9)
|
Share of profit after tax
|
42.8
|
30.4
|
Dividends received
|
(15.6)
|
(30.1)
|
Impairment of joint ventures
|
-
|
(2.0)
|
Additions
|
0.2
|
0.4
|
Disposals
|
(9.7)
|
-
|
At 31 December
|
178.1
|
156.5
|
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 other than those described in note 34
A full list of subsidiary and joint venture
entities is included in note 38.
Other
investments
Other investments of $51.3m (2022: $56.0m)
relates to the US SERP defined contribution scheme referred to in
note 33. 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 19).
14
Inventories
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Materials
|
7.8
|
3.1
|
Finished goods and goods for resale
|
8.5
|
8.0
|
|
|
|
|
16.3
|
11.1
|
15 Trade and other receivables
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Trade receivables
|
805.4
|
744.6
|
Less: provision for impairment of trade
receivables
|
(75.9)
|
(65.0)
|
|
|
|
Trade receivables - net
|
729.5
|
679.6
|
Gross amounts due from customers
|
522.9
|
556.9
|
Prepayments
|
76.3
|
84.6
|
Amounts due from joint ventures
|
9.8
|
8.9
|
Asbestos related insurance
recoveries
|
5.6
|
11.1
|
Research and development credits
|
26.9
|
24.7
|
Other receivables
|
183.4
|
179.2
|
|
|
|
Trade and other receivables -
current
|
1,554.4
|
1,545.0
|
Long term receivables - asbestos related
insurance recoveries
|
23.2
|
24.4
|
Long term receivables - other
|
161.0
|
105.1
|
|
|
|
Total receivables
|
1,738.6
|
1,674.5
|
As at 31 December 2023, the Group had received $198.2m (2022:
$200.0m) of cash relating to non-recourse financing arrangements.
An equivalent amount of trade receivables was derecognised on
receipt of the cash. At 31 December 2023, $111.7m (2022: $113.6m)
had been received from customers in the normal course of business
in relation to the same amounts received from the factors. This
$111.7m (2022: $113.6m) is due to be paid over to the factors and
is included in trade payables. The impact of both the cash
received from the facility and the cash received from customers is
included within cash generated from operations.
Included within other long-term receivables of
$161.0m (2022: $105.1m) are contract assets of $96.7m (2022:
$74.3m) in relation to the Aegis contract.
Financial assets
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Derivative financial instruments (note
20)
|
9.2
|
10.8
|
|
|
|
|
9.2
|
10.8
|
The Group's trade receivables balance is shown
in the table below.
31 December 2023 (unaudited)
|
Trade
receivables -
Gross
$m
|
Provision for impairment
$m
|
Trade
receivables -
Net
$m
|
Receivable
days
|
|
|
|
|
|
Projects
|
420.5
|
(40.4)
|
380.1
|
93
|
Operations
|
218.7
|
(4.7)
|
214.0
|
49
|
Consulting
|
96.2
|
(5.2)
|
91.0
|
51
|
Investment Services
|
70.0
|
(25.6)
|
44.4
|
131
|
|
|
|
|
|
Total Group
|
805.4
|
(75.9)
|
729.5
|
75
|
31 December 2022
|
Trade
receivables -
Gross
$m
|
Provision for impairment
$m
|
Trade
receivables -
Net
$m
|
Receivable
days
|
|
|
|
|
|
Projects
|
371.1
|
(40.4)
|
330.7
|
76
|
Operations
|
197.4
|
(5.3)
|
192.1
|
42
|
Consulting
|
105.1
|
(3.8)
|
101.3
|
75
|
Investment Services
|
71.0
|
(15.5)
|
55.5
|
73
|
|
|
|
|
|
Total Group
|
744.6
|
(65.0)
|
679.6
|
67
|
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 75 indicates that
closing trade receivables represent on average the most recent 75
days of revenue.
Receivable days for Investment Services has
been adjusted to exclude the impact of the Aegis project for both
2023 and 2022. The Total Group Receivable days reflects all Group
activity including Aegis.
The ageing of the provision for impairment of
trade receivables is as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
Up to 3 months
|
0.2
|
2.6
|
Over 3 months
|
75.7
|
62.4
|
|
|
|
|
75.9
|
65.0
|
The movement on the provision for impairment of
trade receivables is as follows:
2023 (unaudited)
|
Projects
$m
|
Operations
$m
|
Consulting
$m
|
Built Environment Consulting
$m
|
Investment Services
$m
|
Total
$m
|
|
|
|
|
|
|
|
At 1 January
|
40.4
|
5.3
|
3.8
|
-
|
15.5
|
65.0
|
Exchange movements
|
1.0
|
(0.1)
|
0.2
|
-
|
0.1
|
1.2
|
Reclassed during year
|
(20.7)
|
-
|
1.7
|
-
|
-
|
(19.0)
|
Provided during year
|
20.0
|
1.5
|
0.4
|
-
|
18.2
|
40.1
|
Utilised during year
|
(0.3)
|
(0.6)
|
-
|
-
|
(6.8)
|
(7.7)
|
Released during year
|
-
|
(1.4)
|
(0.9)
|
-
|
(1.4)
|
(3.7)
|
|
|
|
|
|
|
|
At 31 December
|
40.4
|
4.7
|
5.2
|
-
|
25.6
|
75.9
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
At 1 January
|
43.7
|
8.2
|
3.7
|
5.1
|
15.2
|
75.9
|
Exchange movements
|
(2.7)
|
(0.1)
|
0.1
|
-
|
(0.6)
|
(3.3)
|
Disposed during year
|
-
|
-
|
-
|
(4.1)
|
-
|
(4.1)
|
Reclassed during year
|
(0.1)
|
0.2
|
(0.9)
|
-
|
0.1
|
(0.7)
|
Provided during year
|
4.2
|
0.7
|
1.6
|
(0.2)
|
1.5
|
7.8
|
Utilised during year
|
(3.5)
|
(3.3)
|
(0.2)
|
-
|
-
|
(7.0)
|
Released during year
|
(1.2)
|
(0.4)
|
(0.5)
|
(0.8)
|
(0.7)
|
(3.6)
|
|
|
|
|
|
|
|
At 31 December
|
40.4
|
5.3
|
3.8
|
-
|
15.5
|
65.0
|
Other receivables of $183.4m includes an
impairment charge of $2.3m against an impaired VAT receivable.
The other classes within trade and other receivables do not
contain impaired assets. Of the $40.1m provided during the year,
$23.8m remains subject to enforcement activity.
The total expected credit loss was $44.2m in
2023 and includes a $20.4m exceptional charge in relation to a
receivable balance within the Power and industrial EPC business,
see note 5 for further details. The remaining balance of $23.8m
principally arose within the Projects business unit.
Included within gross trade receivables of
$805.4m above (2022: $744.6m) and gross amounts due from customers
of $522.9m (2022: $556.9m) are contract assets of $299.2m (2022:
$244.6m) 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:
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Up to 3 months overdue
|
149.0
|
117.9
|
Over 3 months overdue
|
150.2
|
126.7
|
|
|
|
|
299.2
|
244.6
|
The above analysis excludes retentions relating to contracts in
progress of $64.5m (2022: $67.2m).
16 Cash and cash equivalents
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Cash at bank and in hand
|
356.2
|
521.7
|
Short-term bank deposits
|
28.4
|
-
|
Restricted cash
|
49.4
|
15.0
|
|
|
|
|
434.0
|
536.7
|
Cash at bank and in hand at 31 December 2023 includes $127.7m
(2022: $328.4m) 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 2023 was 6.65% (2022: nil%) and these
deposits have no maturity date.
The restricted cash balance comprises
$38.1m (2022: not considered restricted) of cash held in Equatorial
Guinea where the Group are seeking Central Bank approval in order
to repatriate cash from a subsidiary via dividends or intercompany
loans. A further $9.3m (2022: $10.0m) of cash is held in
jurisdictions where there is insufficient liquidity in the local
market to allow for immediate repatriation. The remaining $2.0m
(2022: $5.0m) relates to balances held within Russia that are
impacted by the sanctions associated with Russia's invasion of
Ukraine. Management considers it appropriate to include the
restricted cash balance in the Group's net debt figure on the basis
that it meets the definition of cash, albeit is not readily
available to the Group.
17 Trade and other payables
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Trade payables
|
639.2
|
550.6
|
Gross amounts due to customers
|
99.0
|
113.0
|
Other tax and social security
payable
|
57.2
|
58.2
|
Accruals
|
570.2
|
637.0
|
Derivative financial instruments
|
3.4
|
10.8
|
Amounts due to joint ventures
|
12.1
|
0.3
|
Asbestos related payables
|
50.4
|
59.5
|
Other payables
|
275.2
|
258.2
|
|
|
|
|
1,706.7
|
1,687.6
|
Trade payables includes $111.7m (2022: $113.6m) relating to cash
received from customers which is due to be paid over to the
bank.
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. At 31 December 2023
there is one remaining payment in relation to the investigation of
$35.6m which was paid in January 2024.
18 Borrowings
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Bank loans and overdrafts due within one year
or on demand
|
|
|
Unsecured
|
225.7
|
345.9
|
Senior loan
notes
|
|
|
Unsecured
|
89.6
|
-
|
|
|
|
Total current
borrowings
|
315.3
|
345.9
|
|
|
|
Non-current bank loans
|
|
|
Unsecured
|
549.3
|
232.0
|
Senior loan notes
|
|
|
Unsecured
|
262.9
|
352.0
|
|
|
|
Total non-current borrowings
|
812.2
|
584.0
|
|
|
|
Borrowings of $127.7m (2022: $328.4m) 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 the Bank of England base rate
or the relevant foreign currency equivalent.
Following the disposal of the Built
Environment Consulting business in September 2022, the Group repaid
$400.0m of the $600.0m term loan and agreed the early repayment of
the US Private Placement loan notes totalling $416.3m. The Group
had total facilities of $1,901.9m as at 31 December 2023, which
comprises of a $200.0m term loan maturing in October 2026,
$1,200.0m of Revolving Credit Facility maturing in October 2026,
$352.5m of senior loan notes in the US private placement market
with varying maturities and $149.4m of other banking
facilities.
Of the non-current borrowings of $812.2m,
$366.5m is denominated in sterling and the balance in US
dollars.
As noted in the Basis of
Preparation, based on the latest forecasts approved by the
directors, the Group expect to pass the covenant requirements
during the forecast period, including in the severe but plausible
downside scenario. Given that the June and December 2023 covenants
were passed, all debts under the RCF facility were disclosed as
non-current.
The Group's principal borrowing
facilities at 31 December 2023 are set out in the table
below.
Facility (unaudited)
|
Total available
$m
|
Drawn at 31
December 2023
$m
|
Undrawn at 31 December 2023
$m
|
Repayable
|
Term loan
|
200.0
|
200.0
|
-
|
October 2026
|
Revolving credit facility
|
1,200.0
|
356.9
|
843.1
|
October 2026
|
Senior loan notes
|
352.5
|
352.5
|
-
|
Various dates
|
Other facilities
|
149.4
|
89.6
|
59.8
|
Various dates
|
Accrued interest
|
-
|
8.4
|
(8.4)
|
N/A
|
Unamortised fees
|
-
|
(7.6)
|
7.6
|
N/A
|
|
1,901.9
|
999.8
|
902.1
|
|
The above table excludes
borrowings of $127.7m that are part of the
Group's cash pooling arrangements and are offset by equivalent cash
balances.
The Group has $352.5m (2022:
$352.0m) of unsecured senior loan notes issued in the US private
placement market. The notes mature at varying dates between
2024 and 2031 as shown in the table below. Interest is
payable at an average rate of 4.58% (2022: 4.58%).
Repayable
|
2023
(unaudited)
$m
|
2022
$m
|
July 2024
|
11.5
|
11.5
|
August 2024
|
55.1
|
55.1
|
November 2024
|
23.0
|
23.0
|
July 2026
|
57.9
|
57.4
|
August 2026
|
58.8
|
58.8
|
February 2027
|
18.4
|
18.4
|
February 2029
|
46.0
|
46.0
|
July 2029
|
59.5
|
59.5
|
July 2031
|
22.3
|
22.3
|
|
|
|
|
352.5
|
352.0
|
The effective interest rates on the Group's
bank loans and overdrafts at the balance sheet date were as
follows:
|
2023
(unaudited)
%
|
2022
%
|
US dollar
|
7.07
|
4.79
|
Sterling
|
6.67
|
5.09
|
Euro
|
4.95
|
3.02
|
The carrying amounts of the Group's borrowings,
including those held within pooling arrangements, are denominated
in the following currencies:
|
2023
(unaudited)
$m
|
2022
$m
|
US Dollar
|
658.7
|
611.6
|
Sterling
|
371.8
|
176.7
|
Euro
|
67.0
|
120.0
|
Other
|
30.0
|
21.6
|
|
|
|
|
1,127.5
|
929.9
|
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 2023, the Group's bank facilities
relating to the issue of bonds, guarantees and letters of credit
amounted to $1,230.9m (2022: $1,244.2m). At 31 December 2023,
these facilities were 58% utilised (2022: 61%).
Borrowing facilities
The Group has the following undrawn borrowing
facilities available at 31 December:
|
2023
(unaudited)
$m
|
2022
$m
|
Expiring within one year
|
59.8
|
109.7
|
Expiring between one and two years
|
-
|
-
|
Expiring between two and five years
|
842.3
|
1,155.7
|
|
|
|
|
902.1
|
1,265.4
|
All undrawn borrowing facilities are floating rate
facilities. The facilities expiring within one year are
annual facilities subject to review at various dates during
2024. 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.
(unaudited)
|
Short term
borrowings
$m
|
Long term
borrowings
$m
|
Lease
liabilities
$m
|
Total
$m
|
Balance 1 January 2023
|
345.9
|
584.0
|
342.9
|
1,272.8
|
Changes from
financing cash flows
|
|
|
|
|
Repayments of long-term borrowings
|
-
|
(200.0)
|
-
|
(200.0)
|
Repayments of short-term borrowings
|
(133.5)
|
-
|
-
|
(133.5)
|
Proceeds from long-term borrowings
|
-
|
515.0
|
-
|
515.0
|
Payment of lease liabilities (note
12)
|
-
|
-
|
(113.3)
|
(113.3)
|
Total changes from financing
activities
|
(133.5)
|
315.0
|
(113.3)
|
68.2
|
|
|
|
|
|
Effects of changes in foreign
exchange rates (note 31)
|
17.1
|
0.4
|
10.3
|
27.8
|
Other changes
|
|
|
|
|
New leases (note 12)
|
-
|
-
|
142.2
|
142.2
|
Reclassification of senior loan
notes
|
89.6
|
(89.6)
|
-
|
-
|
Interest expense
|
-
|
81.7
|
18.7
|
100.4
|
Interest paid
|
-
|
(81.7)
|
-
|
(81.7)
|
Other movements
|
(3.8)
|
2.4
|
-
|
(1.4)
|
Total liability other changes
|
85.8
|
(87.2)
|
160.9
|
159.5
|
Balance at 31 December 2023
|
315.3
|
812.2
|
400.8
|
1,528.3
|
|
Short term
borrowings
$m
|
Long term
borrowings
$m
|
Lease
liabilities
$m
|
Total
$m
|
Balance 1 January 2022
|
281.9
|
1,614.1
|
449.8
|
2,345.8
|
Changes from financing cash flows
|
|
|
|
|
Repayment of long-term
borrowings
|
-
|
(1,039.1)
|
-
|
(1,039.1)
|
Repayment of short-term
borrowings
|
(35.0)
|
-
|
-
|
(35.0)
|
Proceeds from short-term
borrowings
|
88.0
|
-
|
-
|
88.0
|
Payment of lease liabilities (note
12)
|
-
|
-
|
(121.6)
|
(121.6)
|
Total changes from financing
activities
|
53.0
|
(1,039.1)
|
(121.6)
|
(1,107.7)
|
|
|
|
|
|
Effects of changes in foreign
exchange rates (note 31)
|
(1.2)
|
0.1
|
(27.0)
|
(28.1)
|
Other changes
|
|
|
|
|
New leases (note 12)
|
-
|
-
|
23.8
|
23.8
|
Interest expense
|
-
|
98.1
|
17.9
|
116.0
|
Interest paid
|
-
|
(98.1)
|
-
|
(98.1)
|
Other movements
|
12.2
|
8.9
|
-
|
21.1
|
Total liability other
changes
|
12.2
|
8.9
|
41.7
|
62.8
|
Balance at 31 December 2022
|
345.9
|
584.0
|
342.9
|
1,272.8
|
19 Other non-current liabilities
|
2023
(unaudited)
$m
|
2022
$m
|
Other payables
|
69.4
|
106.8
|
|
|
|
|
69.4
|
106.8
|
Other payables include $51.3m (2022: $55.6m)
relating to the US SERP pension arrangement referred to in note 33
and unfavourable leases of $nil (2022: $3.3m). The SERP payables
are offset by investments of $51.3m which are included in note 13.
Unfavourable lease liabilities represent non-lease components, such
as facilities costs which are not included within the IFRS 16 lease
liability.
20 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.
|
2023
(unaudited)
Notional
contract
amount
$m
|
2022
Notional
contract
amount
$m
|
2023
(unaudited)
Carrying
amount and
fair value
$m
|
2022
Carrying
amount and
fair value
$m
|
Current assets
|
136.1
|
144.9
|
2.1
|
2.1
|
Current liabilities
|
(42.1)
|
(180.7)
|
(0.9)
|
(4.8)
|
|
|
A net foreign exchange gain of $3.8m (2022:
loss $3.0m) 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.
|
2023
(unaudited)
Notional
contract
amount
$m
|
2022
Notional
contract
amount
$m
|
2023
(unaudited)
Carrying
amount and
fair value
$m
|
2022
Carrying
amount and
fair value
$m
|
Current assets
|
930.1
|
990.4
|
7.1
|
8.7
|
Current liabilities
|
(443.4)
|
(337.8)
|
(2.5)
|
(6.0)
|
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 to manage the Group's exposure to interest rate
fluctuations. At 31 December 2023, 30% (2022: 53%) of the
Group's borrowings were at fixed rates. 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.
If average interest rates had been 2% higher
or lower during 2023 (2022: 2%), post-tax profit for the year would
have been $10.3m lower or higher respectively (2022: $5.8m). 2% 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 15. 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 2023 was $434.0m (2022: $536.7m). 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 2023 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
$902.1m undrawn portion of the Group's committed banking
facilities. The 2023 average net debt (excluding leases) was
$846.4m (2022: $1,489.1m). 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. 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 2023, 100% (2022: 100%) 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 $200.0m term loan maturing in October 2026 and a
$1,200.0m revolving credit facility which matures in October 2026.
The revolving credit facility includes KPIs linked to growing
revenues related to energy transition and sustainable
infrastructure and reducing scope 1 and 2 carbon
emissions.
The Group has $352.5m of unsecured senior loan
notes issued in the US private placement market. The notes mature
in various tranches between July 2024 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 2023 was 2.08 times (2022: 1.3 times). This ratio is
calculated by dividing net debt before leases by Adjusted EBITDA on
a frozen GAAP basis which excludes the impact of IFRS
16.
Interest cover is calculated by dividing
Adjusted EBITA, excluding the impact of IFRS 16, by net recurring
finance expense and was 4.0 times for the year ended 31 December
2023 (2022: 4.2 times).
Gearing is calculated by dividing net debt,
before leases, by equity attributable to owners of the
parent. Gearing at 31 December 2023 was 19.1% (2022:
10.5%).
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.
At 31 December 2023 (unaudited)
|
Less than
1 year
$m
|
Between
1 and 2 years
$m
|
Between
2 and 5 years
$m
|
Over 5
years
$m
|
|
|
|
|
|
Borrowings
|
365.2
|
55.6
|
855.9
|
24.0
|
Trade and other payables
|
1,706.7
|
-
|
-
|
-
|
Lease liabilities
|
104.1
|
74.4
|
138.9
|
228.3
|
Other non-current liabilities
|
-
|
17.7
|
51.7
|
-
|
At 31 December 2022
|
|
|
|
|
|
|
|
|
|
Borrowings
|
361.2
|
116.2
|
431.2
|
132.7
|
Trade and other payables
|
1,628.7
|
-
|
-
|
-
|
Lease liabilities
|
107.0
|
80.5
|
123.6
|
145.2
|
Other non-current liabilities
|
-
|
51.2
|
55.6
|
-
|
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 2023 was $256.0m (book value $242.9m) (2022:
$231.1m, book value $244.3m). The fair value of the US
Private Placement debt at 31 December 2023 was $360.3m (book value
$352.5m) (2022: $358.1m, book value $352.0m).
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 2023 and 31
December 2022, there were no transfers into or out of level 2 fair
value measurements.
21 Asbestos related litigation
2023
(unaudited)
|
$m
|
|
|
|
|
At 1 January 2023
|
311.4
|
|
Reclassifications
|
9.5
|
|
Utilised
|
(58.4)
|
|
Charge to income statement
|
45.1
|
|
Release of provisions
|
(2.6)
|
|
Exchange movements
|
1.5
|
|
|
|
|
At 31 December 2023
|
306.5
|
|
|
|
|
Presented as
|
|
|
Current
|
-
|
|
Non-current
|
306.5
|
|
2022
|
|
|
At 1 January 2022
|
342.1
|
|
Reclassifications
|
(5.6)
|
|
Utilised
|
(44.1)
|
|
Charge to income statement
|
59.6
|
|
Release of provisions
|
(37.0)
|
|
Exchange movements
|
(3.6)
|
|
|
|
|
At 31 December 2022
|
311.4
|
|
|
|
|
Presented as
|
|
|
Current
|
-
|
|
Non-current
|
311.4
|
|
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 2023 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:
|
2023 (unaudited)
|
2022
|
|
US
$m
|
UK
$m
|
Total
$m
|
US
$m
|
UK
$m
|
Total
$m
|
Asbestos related provision
|
|
|
|
|
|
|
Gross provision
|
409.5
|
31.1
|
440.6
|
425.4
|
32.5
|
457.9
|
Effect of discounting
|
(83.8)
|
-
|
(83.8)
|
(87.0)
|
-
|
(87.0)
|
|
|
|
|
|
|
|
Net provision
|
325.7
|
31.1
|
356.8
|
338.4
|
32.5
|
370.9
|
|
|
|
|
|
|
|
Insurance recoveries
|
|
|
|
|
|
|
Gross recoveries
|
-
|
(28.7)
|
(28.7)
|
(6.0)
|
(29.5)
|
(35.5)
|
Effect of discounting
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Net recoveries
|
-
|
(28.7)
|
(28.7)
|
(6.0)
|
(29.5)
|
(35.5)
|
|
|
|
|
|
|
|
Net asbestos related liabilities
|
325.7
|
2.4
|
328.1
|
332.4
|
3.0
|
335.4
|
|
|
|
|
|
|
|
Presented in financial statements as
follows
|
|
|
|
|
|
|
Provisions - non-current
Trade and other payables
Trade and other
receivables
Long term receivables
|
|
|
306.5
50.4
(5.6)
(23.2)
|
|
|
311.4
59.5
(11.1)
(24.4)
|
|
|
|
|
|
|
|
|
|
|
328.1
|
|
|
335.4
|
The gross US asbestos related
provision of $409.5m (2022: $425.4m) includes $23.3m (2022: $35.4m)
relating to agreed settlements which have not been paid at 31
December 2023. The remaining $386.2m (2022: $390.0m) represents the
gross US asbestos related provision which is discounted to a net
present value of $302.4m (2022: $303.0m).
A net interest charge of $11.1m
(2022: $5.9m) representing the unwinding of the discount over time
and a yield curve credit of $0.2m (2022: $35.6m) 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.
An additional $34.2m has been
charged to the income statement in the year, reflecting future
actuarial adjustments in the overall plan estimates. The increase
to the estimates are driven by a higher number of filings compared
to the underlying actuarial model, an increased number of
settlements at higher settlement values and updated future
inflation rates. A further credit or income of $10.0m has been
recorded to the income statement in the year as a result of
collecting insurance proceeds from an insolvent insurer, not
previously recognised.
A summary of the Group's US asbestos
claim activity is shown in the table below:
|
2023
(unaudited)
|
2022
|
Number of open claims
|
Number
|
Number
|
At 1 January
|
57,200
|
57,490
|
New claims
|
2,410
|
2,330
|
Claims resolved
|
(5,640)
|
(2,620)
|
At 31
December
|
53,970
|
57,200
|
Claims not valued in liability
|
(38,900)
|
(42,170)
|
Open claims valued in liability at 31
December
|
15,070
|
15,030
|
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 2023 activity, the Group's current forecast
liabilities have been adjusted for payments made in 2023 of $58.4m
and to reflect the impact of discounting.
In 2023, the liability for asbestos indemnity and
defence costs to 2050 was calculated at a gross nominal amount of
$440.6m (present value $356.8m), 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 last 5 years from 2019 to 2023, the US
average combined indemnity and defence cost per resolved claim has
been approximately $10k. The average cost per resolved claim
is increasing and management believe it will continue to increase
in the future as the Group continues to resolve the current and
estimated future claims inventory. 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 following table sets out the
sensitivities associated with a change in certain estimates used in
relation to the US asbestos-related liabilities:
Assumption
(unaudited)
|
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 blended yield curve rate used to calculate the time value of
money.
The Group has used a 27-year
blended yield curve rate, based on US Treasury strip rates, to
discount its asbestos liabilities. The rate as at 31 December 2023
is 3.64% (2022: 3.97% using a 30-year US Treasury Bond rate). A
change of 0.1% in the 27-year blended yield curve rate would give
rise to a change to the income statement charge/credit of
approximately $1.7m.
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:
|
2023
(unaudited)
|
2022
|
|
$m
|
$m
|
Asbestos litigation, defence and case
resolution payments
|
58.4
|
44.1
|
Insurance proceeds
|
(16.4)
|
(7.7)
|
Net asbestos related payments
|
42.0
|
36.4
|
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 2024. This estimate assumes no elections by
the Group to fund additional payments. The Group has discounted the
expected future cash flows with respect to the asbestos related
liabilities using the blended yield curve rates.
22 Provisions
2023
(unaudited)
|
Insurance
$m
|
Property
$m
|
Litigation
related provisions
$m
|
Project related provisions
$m
|
Total
$m
|
|
|
|
|
|
|
At 1 January 2023
|
46.2
|
26.0
|
12.8
|
63.3
|
148.3
|
Reclassifications
|
1.3
|
-
|
-
|
-
|
1.3
|
Utilised
|
-
|
(0.4)
|
(11.2)
|
(17.0)
|
(28.6)
|
Charge to income statement
|
12.4
|
2.9
|
23.0
|
13.0
|
51.3
|
Release of provisions
|
(19.2)
|
(1.7)
|
-
|
(18.4)
|
(39.3)
|
Exchange movements
|
-
|
0.6
|
0.4
|
1.3
|
2.3
|
|
|
|
|
|
|
At 31 December 2023
|
40.7
|
27.4
|
25.0
|
42.2
|
135.3
|
|
|
|
|
|
|
Presented as
|
|
|
|
|
|
Current
|
-
|
7.4
|
23.0
|
27.2
|
57.6
|
Non-current
|
40.7
|
20.0
|
2.0
|
15.0
|
77.7
|
2022
|
Insurance
$m
|
Property
$m
|
Litigation
related provisions
$m
|
Project related provisions
$m
|
Total
$m
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
55.2
|
32.4
|
93.3
|
112.2
|
293.1
|
|
Reclassifications
|
1.3
|
-
|
1.1
|
4.5
|
6.9
|
|
Utilised
|
-
|
(3.2)
|
(88.5)
|
(45.5)
|
(137.2)
|
|
Divestments
|
-
|
-
|
-
|
(0.7)
|
(0.7)
|
|
Charge to income statement
|
17.4
|
0.4
|
10.0
|
15.3
|
43.1
|
|
Release of provisions
|
(27.7)
|
(2.3)
|
(2.5)
|
(18.1)
|
(50.6)
|
|
Exchange movements
|
-
|
(1.3)
|
(0.6)
|
(4.4)
|
(6.3)
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
46.2
|
26.0
|
12.8
|
63.3
|
148.3
|
|
|
|
|
|
|
|
|
Presented as
|
|
|
|
|
|
|
Current
|
-
|
3.3
|
11.0
|
30.6
|
44.9
|
|
Non-current
|
46.2
|
22.7
|
1.8
|
32.7
|
103.4
|
|
Insurance
provisions
The Group has liabilities in relation to its captive
insurance companies of $40.7m (2022: $46.2m).
The Group currently has one captive insurance
company, Garlan Insurance Limited, which is active and is
registered in Guernsey with tax domicile in the UK. 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
provisions
Property provisions total $27.4m (2022: $26.0m).
Property provisions mainly comprise of dilapidations relating 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 from the
amounts that are recognised in the financial statements.
In the second half of 2023, and as
noted in note 5, a third party raised an arbitration claim against
the Group in respect of alleged damages and costs arising from a
fixed price contract in the discontinued Power and Industrial EPC
business. Management have recognised a provision of $23.0m as an
exceptional charge, representing their assessment of probable
outflows arising from the matter.
Investigations
At 31 December 2023, the Group
continues to recognise the final instalment of outstanding
penalties of $35.6m (2022: $37.3m) within Trade and other payables.
The final instalment was paid in January 2024.
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. The
balance is made up of a large number of provisions, which are not
individually material or significant.
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.
As described in note 34, 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.
23 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% (2022: 25%). The movement on the deferred
tax account is shown below:
(Asset)/liability
(unaudited)
|
|
|
Re-presented
As at 1 January 2023
$m
|
Income
statement
$m
|
OCI
$m
|
Other
$m
|
As at 31 December 2023
$m
|
Accelerated capital allowances
|
|
|
(31.5)
|
(2.6)
|
(1.8)
|
-
|
(35.9)
|
Intangibles
|
|
|
179.8
|
(4.7)
|
3.1
|
-
|
178.2
|
Pension
|
|
|
106.8
|
4.1
|
(11.8)
|
-
|
99.1
|
Share based charges
|
|
|
(1.4)
|
(0.3)
|
-
|
-
|
(1.7)
|
Other temporary differences
|
|
|
8.4
|
(2.4)
|
(3.3)
|
(0.6)
|
2.1
|
Provisions
|
|
|
(47.7)
|
13.7
|
(1.0)
|
-
|
(35.0)
|
Unremitted earnings
|
|
|
23.5
|
2.7
|
0.4
|
-
|
26.6
|
Deferred interest deduction
|
|
|
-
|
(3.8)
|
(0.2)
|
-
|
(4.0)
|
Tax credits
|
|
|
-
|
(0.2)
|
-
|
0.2
|
-
|
Losses
|
|
|
(199.0)
|
4.0
|
0.7
|
(1.6)
|
(195.9)
|
|
|
|
|
|
|
|
|
Total
|
|
|
38.9
|
10.5
|
(13.9)
|
(2.0)
|
33.5
|
|
As at 1 January 2022
$m
|
Income
statement
$m
|
OCI
$m
|
Other
$m
|
Disposals
$m
|
Re-presented
As at 31 December 2022
$m
|
Accelerated capital allowances
|
(26.8)
|
(7.1)
|
2.4
|
-
|
-
|
(31.5)
|
Intangibles
|
240.3
|
1.2
|
(4.5)
|
-
|
(57.2)
|
179.8
|
Pension
|
63.6
|
10.0
|
33.2
|
-
|
-
|
106.8
|
Share based charges
|
(2.3)
|
0.9
|
-
|
-
|
-
|
(1.4)
|
Other temporary differences
|
(3.3)
|
7.5
|
4.6
|
(0.4)
|
-
|
8.4
|
Provisions
|
(50.7)
|
0.8
|
1.8
|
-
|
0.4
|
(47.7)
|
Unremitted earnings
|
21.7
|
3.1
|
(1.3)
|
-
|
-
|
23.5
|
Deferred interest deduction
|
(54.2)
|
54.2
|
-
|
-
|
-
|
-
|
Tax credits
|
-
|
1.5
|
-
|
(1.5)
|
-
|
-
|
Losses
|
(191.5)
|
(9.6)
|
1.9
|
(0.1)
|
0.3
|
(199.0)
|
|
|
|
|
|
|
|
Total
|
(3.2)
|
62.5
|
38.1
|
(2.0)
|
(56.5)
|
38.9
|
Deferred tax is presented in the
financial statements as follows:
|
2023
(unaudited)
|
2022
|
|
$m
|
$m
|
Deferred tax assets
|
(43.1)
|
(61.2)
|
Deferred tax liabilities
|
76.6
|
100.1
|
Net deferred tax (asset)/liability
|
33.5
|
38.9
|
No deferred tax liability has been recognised
in respect of $20,776.0m (2022: $21,722.0m) 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 $49.4m
(2022: $61.8m).
The deferred tax balances are analysed
below.
31 December 2023
(unaudited)
|
Accelerated capital allowances
$m
|
Intangibles $m
|
Pension $m
|
Share based charges $m
|
Other temporary differences
$m
|
Provisions $m
|
Unremitted earnings
$m
|
Deferred interest deduction
$m
|
Losses $m
|
Netting $m
|
Total $m
|
Deferred tax assets
|
(49.6)
|
-
|
(1.8)
|
(1.7)
|
(1.5)
|
(35.0)
|
-
|
(4.0)
|
(195.9)
|
246.4
|
(43.1)
|
Deferred tax liabilities
|
13.7
|
178.2
|
100.9
|
-
|
3.6
|
-
|
26.6
|
-
|
-
|
(246.4)
|
76.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
(35.9)
|
178.2
|
99.1
|
(1.7)
|
2.1
|
(35.0)
|
26.6
|
(4.0)
|
(195.9)
|
-
|
33.5
|
The prior year allocation of
deferred tax has been reviewed and items previously classified as
other temporary differences have been reallocated into categories
that provide improved disclosure of what they relate to. Other
temporary differences primarily relate to differences between IFRS
and local GAAP accounts and temporary differences related to
leases.
Included in the $195.9m (2022:
$199.0m) of deferred tax assets in respect of losses is an amount
of $104.5m (2022: $97.4m) relating to the UK tax group which has
sufficient deferred tax liabilities to offset, and $84.4m (2022:
$91.3m) relating to the US tax group of which no asset (2022: no
asset) is recognised based on forecast profits of the US business,
the balance is supported by deferred tax liabilities.
31 December 2022
|
Accelerated capital allowances
$m
|
Intangibles $m
|
Pension $m
|
Share based charges $m
|
Other temporary differences
$m
|
Provisions $m
|
Unremitted earnings
$m
|
Deferred interest deduction
$m
|
Losses $m
|
Netting $m
|
Total $m
|
Deferred tax assets
|
(61.7)
|
-
|
(1.3)
|
(1.4)
|
(4.0)
|
(47.7)
|
-
|
-
|
(199.0)
|
253.9
|
(61.2)
|
Deferred tax liabilities
|
30.2
|
179.8
|
108.1
|
-
|
12.4
|
-
|
23.5
|
-
|
-
|
(253.9)
|
100.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
(31.5)
|
179.8
|
106.8
|
(1.4)
|
8.4
|
(47.7)
|
23.5
|
-
|
(199.0)
|
-
|
38.9
|
The expiry dates of unrecognised gross deferred
tax assets carried forward are as follows:
31 December
2023 (unaudited)
|
Tax losses
$m
|
Deductible temporary differences
$m
|
Total
$m
|
Expiring within 5 years
|
711.0
|
123.1
|
834.1
|
Expiring within 6-10 years
|
19.6
|
-
|
19.6
|
Expiring within 11-20
years
|
170.1
|
-
|
170.1
|
Unlimited
|
7,047.3
|
1,511.7
|
8,559.0
|
|
7,948.0
|
1,634.8
|
9,582.8
|
31 December
2022
|
Tax losses
$m
|
Deductible temporary differences
$m
|
Total
$m
|
Expiring within 5 years
|
695.3
|
131.9
|
827.2
|
Expiring within 6-10 years
|
32.0
|
7.5
|
39.5
|
Expiring within 11-20 years
|
137.7
|
-
|
137.7
|
Unlimited
|
7,046.9
|
1,177.8
|
8,224.7
|
|
7,911.9
|
1,317.2
|
9,229.1
|
The expiry dates of unrecognised net deferred
tax assets carried forward are as follows:
31 December
2023 (unaudited)
|
Tax losses
$m
|
Deductible temporary differences
$m
|
Total
$m
|
Expiring within 5 years
|
147.8
|
123.1
|
270.9
|
Expiring within 6-10 years
|
5.9
|
-
|
5.9
|
Expiring within 11-20
years
|
42.4
|
-
|
42.4
|
Unlimited
|
1,761.1
|
382.9
|
2,144.0
|
|
1,957.2
|
506.0
|
2,463.2
|
31 December
2022
|
Tax losses
$m
|
Deductible temporary differences
$m
|
Total
$m
|
Expiring within 5 years
|
86.9
|
131.9
|
218.8
|
Expiring within 6-10 years
|
9.6
|
7.5
|
17.1
|
Expiring within 11-20 years
|
34.3
|
-
|
34.3
|
Unlimited
|
1,732.8
|
299.6
|
2,032.4
|
|
1,863.6
|
439.0
|
2,302.6
|
24 Share based charges
The Group currently has a number of share
plans 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
plans for the year amounted to $19.6m (2022: $20.7m) and is
included in administrative expenses with the corresponding credit
included in retained earnings.
Long Term Plan and Discretionary Share Plan
The Group's Long-Term Plan ('LTP') was
introduced in 2013. The plan was replaced at the Group's Annual
General Meeting in 2023 with the new Discretionary Share Plan
("DSP"). There are two distinct awards made under the DSP,
performance-based awards to the executive leadership team made
based on achievement of performance measures and non-performance
awards to senior management either in the form of conditional share
awards or nil cost share options.
The performance measures relevant to active
cycles are total shareholder return, EBITDA margin, revenue growth,
EBITDA 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.
Employees may also be granted non-performance
awards either in the form of conditional share awards or share
options. These awards typically have a three-year vesting period.
From 2022, a large portion of senior management who were previously
eligible for the performance-based element of the LTP were instead
awarded these non-performance awards.
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 period
|
Fair value of award
|
Awards outstanding 31 December
2023
(unaudited)
|
Awards outstanding 31 December
2022
|
11
|
2018-20
|
£6.67
|
130,233
|
405,899
|
12
|
2019-21
|
£5.69
|
227,146
|
257,082
|
13
|
2020-22
|
£3.64
|
-
|
6,987,812
|
14
15
|
2021-23
2022-24
|
£3.17
£1.88
|
7,048,776
1,354,999
|
7,634,392
1,647,844
|
16
|
2023-25
|
£1.32
|
3,567,754
|
-
|
|
|
|
12,328,908
|
16,933,029
|
3,567,754 awards were made during the year,
299,928 awards were exercised during the year and 7,871,947 awards
lapsed or were cancelled due to performance targets not being
achieved.
The awards outstanding under cycle 11 and 12
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. Zero awards remain outstanding under cycle 13 as
performance measures were missed. Awards under cycle 15 and 16 were
granted to directors and the executive leadership team only, with
other senior management receiving non-performance LTP
awards.
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 awards
A summary of the basis for the charge for ESOS
and LTP options is set out below together with the number of awards
granted, exercised and lapsed during the
year.
|
|
ESOS
|
LTP and deferred
bonus
|
|
|
2023
(unaudited)
|
2022
|
2023
(unaudited)
|
2022
|
Number of participants
|
|
156
|
218
|
261
|
349
|
Lapse rate
|
|
25%
|
25%
|
10%
|
10%
|
Risk free rate of return on grants during
year
|
|
N/A
|
N/A
|
3.69%
|
1.43%
|
Share price volatility
|
|
40%
|
40%
|
40%
|
40%
|
Dividend yield on grants during year
|
|
N/A
|
N/A
|
0%
|
0%
|
Fair value of options granted during
year
|
|
N/A
|
N/A
|
£1.41-£2.25
|
£1.91-£2.39
|
Weighted average remaining contractual
life
|
|
0.3 years
|
0.7 years
|
1.8 years
|
2.2 years
|
Options outstanding 1 January
|
|
995,000
|
1,540,288
|
8,254,534
|
3,284,268
|
Options granted during the year
|
|
-
|
-
|
7,942,031
|
7,673,780
|
Options exercised during the year
|
|
-
|
-
|
(1,406,735)
|
(1,456,502)
|
Options lapsed during the year
|
|
(545,500)
|
(545,288)
|
(1,189,312)
|
(1,247,012)
|
Dividends accrued on options
|
|
-
|
-
|
-
|
-
|
Options outstanding 31 December
|
|
449,500
|
995,000
|
13,600,518
|
8,254,534
|
No. of options exercisable at 31
December
|
|
449,500
|
995,000
|
597,733
|
296,531
|
Weighted average share price of options
exercised during year
|
|
N/A
|
N/A
|
£1.85
|
£1.58
|
Executive Share Option Schemes
The following options to subscribe for new or
existing shares were outstanding at 31 December:
Year of Grant
|
Number of ordinary
shares under option
|
Exercise price
(per share)
|
Exercise period
|
|
2023
(unaudited)
|
2022
|
|
|
|
|
|
2012
|
-
|
-
|
680½p
|
2016-2022
|
2013
|
-
|
518,500
|
845⅓p
|
2017-2023
|
2014
|
449,500
|
476,500
|
767⅔p
|
2018-2024
|
|
449,500
|
995,000
|
|
|
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 awards
The following awards granted under the Group's
LTP/DSP were outstanding at 31 December:
|
Number of ordinary
shares under award
|
Exercise price
(per share)
|
Exercise
period
|
Year of Grant
|
2023
(unaudited)
|
2022
|
|
|
|
|
|
2018
|
-
|
79,348
|
0.00p
|
2022-2023
|
2020
|
-
|
227,183
|
0.00p
|
2022-2023
|
2020
|
5,000
|
5,000
|
0.00p
|
2023-2024
|
2021
|
627,000
|
1,544,000
|
0.00p
|
2025-2026
|
2022
|
83,222
|
101,337
|
0.00p
|
2024-2025
|
2022
|
880,000
|
900,000
|
0.00p
|
2025-2026
|
2022
|
4,606,367
|
5,397,666
|
0.00p
|
2025
|
2023
|
465,634
|
-
|
0.00p
|
2025-2026
|
2023
|
6,933,295
|
-
|
0.00p
|
2026
|
|
13,600,518
|
8,254,534
|
|
|
Awards are granted under the Group's LTP/DSP at
nil value. There are no performance criteria relating to the
exercise of the options. Further details on the LTP/DSP 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 2023, 2,192,616 shares were awarded in
relation to the ESP, of which 599,218 and 1,593,398 shares related
to the 2022/23 and 2023/24 schemes respectively.
Share
incentive plan
The Group introduced the SIP in 2021 for UK
employees. Under the plan, which is recognised by HM Revenue and
Customs, employees contribute regular monthly amounts of up to £150
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 2023, 845,381 partnership shares and
422,563 matching shares were awarded
25 Share capital
Ordinary shares of 42/7
pence each (2021:
42/7 pence)
Authorised, issued and fully paid
|
shares
|
2023
(unaudited)
$m
|
shares
|
2022
$m
|
|
|
|
|
|
At 1 January
and 31 December
|
691,839,369
|
41.3
|
691,839,369
|
41.3
|
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.
26 Share premium
|
2023
(unaudited)
$m
|
2022
$m
|
At 1 January
and 31 December
|
63.9
|
63.9
|
The shares allocated to the trust during the
year were issued at 42/7
pence (2021: 42/7
pence).
27 Retained earnings
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
At 1 January
|
1,224.4
|
1,415.0
|
Loss for the year attributable to owners of the
parent
|
(110.7)
|
(356.3)
|
Credit relating to share based charges (note
24)
|
19.6
|
20.7
|
Re-measurement (losses)/gains on retirement
benefit liabilities (note 33)
|
(82.2)
|
170.9
|
Movement in deferred tax relating to retirement
benefit liabilities
|
18.0
|
(41.6)
|
Deferred tax impact of rate change in
equity
|
0.7
|
(0.8)
|
Tax on derivative financial
instruments
|
(0.4)
|
(1.7)
|
Other tax movements in equity
|
(0.1)
|
(1.3)
|
Exchange movements in respect of shares held by
employee share trusts
|
-
|
12.5
|
Purchase of shares by employee share trusts for
the Share Incentive Plan (SIP)
|
1.6
|
1.7
|
Transfer from merger reserve
|
242.0
|
-
|
Transactions with non-controlling
interests
|
-
|
5.3
|
|
|
|
At 31 December
|
1,312.9
|
1,224.4
|
|
|
|
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 (2022:
nil).
Shares held by employee share trusts
|
|
2023
(unaudited)
|
|
2022
|
|
Shares
|
$m
|
Shares
|
$m
|
Balance 1 January
|
8,442,031
|
99.4
|
14,358,014
|
111.9
|
Shares issued to satisfy option
exercises
|
(1,406,735)
|
-
|
(1,456,502)
|
-
|
Shares issued to satisfy awards under Long Term
Incentive Plan
|
(299,928)
|
-
|
(1,438,398)
|
-
|
Shares issued to satisfy awards under Employee
Share Plan
|
(1,114,466)
|
-
|
(1,984,772)
|
-
|
Shares issued to satisfy awards under Share
Incentive Plan
|
(1,267,944)
|
-
|
(1,036,311)
|
-
|
Exchange movement
|
-
|
-
|
-
|
(12.5)
|
Balance 31
December
|
4,352,958
|
99.4
|
8,442,031
|
99.4
|
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
2023 was $9.5m (2022: $13.7m) based on the closing share price of
£1.72 (2022: £1.35) and closing exchange rate of 1.2749 (2022:
1.2029). The employee share trusts have waived their rights
to receipt of dividends on ordinary
shares.
28 Merger reserve
|
2023
(unaudited)
$m
|
2022
$m
|
At 1 January
|
2,540.8
|
2,540.8
|
Transfer to retained earnings
|
(242.0)
|
-
|
|
|
|
At 31 December
|
2,298.8
|
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.
In 2023, John Wood Group Holdings Limited paid
$242.0m to John Wood Group PLC in a partial settlement of the
promissory note. The repayment represented qualifying consideration
and as a result the Company transferred an equivalent portion of
the merger reserve to retained earnings.
29 Other reserves
|
Capital reduction reserve
$m
|
Capital redemption reserve
$m
|
Currency translation reserve
$m
|
Hedging reserve
$m
|
Total
$m
|
|
|
|
|
|
|
At 1 January 2022
|
88.1
|
439.7
|
(497.0)
|
(9.8)
|
21.0
|
|
|
|
|
|
|
Cash flow hedges
|
-
|
-
|
-
|
5.1
|
5.1
|
Exchange movement on retranslation of foreign
operations
|
-
|
-
|
(223.0)
|
-
|
(223.0)
|
Exchange movement on disposal of foreign
operations
|
-
|
-
|
54.5
|
-
|
54.5
|
|
|
|
|
|
|
At 31 December 2022
|
88.1
|
439.7
|
(665.5)
|
(4.7)
|
(142.4)
|
|
|
|
|
|
|
Cash flow hedges (unaudited)
|
-
|
-
|
-
|
3.8
|
3.8
|
Exchange movement on retranslation of foreign
operations (unaudited)
|
-
|
-
|
58.2
|
-
|
58.2
|
|
|
|
|
|
|
At 31 December 2023 (unaudited)
|
88.1
|
439.7
|
(607.3)
|
(0.9)
|
(80.4)
|
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.
30 Non-controlling interests
|
2023
(unaudited)
$m
|
2022
$m
|
At 1 January
|
1.5
|
3.3
|
Share of profit for the year
|
5.5
|
4.6
|
Dividends paid to non-controlling
interests
|
(1.6)
|
(1.1)
|
Transactions with non-controlling
interests
|
-
|
(5.3)
|
|
|
|
At 31 December
|
5.4
|
1.5
|
31 Analysis of net debt
|
At 1 January
2023
|
Cash
flow
|
Other
|
Exchange
movements
|
At 31 December
2023
|
2023
(unaudited)
|
$m
|
$m
|
$m
|
$m
|
$m
|
Short term borrowings
|
(345.9)
|
133.5
|
(85.8)
|
(17.1)
|
(315.3)
|
Long term borrowings
|
(584.0)
|
(315.0)
|
87.2
|
(0.4)
|
(812.2)
|
|
(929.9)
|
(181.5)
|
1.4
|
(17.5)
|
(1,127.5)
|
Cash and cash equivalents
|
536.7
|
(107.6)
|
-
|
4.9
|
434.0
|
Net debt
excluding leases
|
(393.2)
|
(289.1)
|
1.4
|
(12.6)
|
(693.5)
|
Leases
|
(342.9)
|
113.3
|
(160.9)
|
(10.3)
|
(400.8)
|
Net debt
including leases
|
(736.1)
|
(175.8)
|
(159.5)
|
(22.9)
|
(1,094.3)
|
|
At 1 January
2022
|
Cash
flow
|
Other
|
Exchange
movements
|
At 31 December
2022
|
2022
|
$m
|
$m
|
$m
|
$m
|
$m
|
Short term borrowings
|
(281.9)
|
(53.0)
|
(12.2)
|
1.2
|
(345.9)
|
Long term borrowings
|
(1,614.1)
|
1,039.1
|
(8.9)
|
(0.1)
|
(584.0)
|
|
(1,896.0)
|
986.1
|
(21.1)
|
1.1
|
(929.9)
|
Cash and cash equivalents
|
503.0
|
60.2
|
-
|
(26.5)
|
536.7
|
Net debt
excluding leases
|
(1,393.0)
|
1,046.3
|
(21.1)
|
(25.4)
|
(393.2)
|
Leases
|
(449.8)
|
121.6
|
(41.7)
|
27.0
|
(342.9)
|
Net debt
including leases
|
(1,842.8)
|
1,167.9
|
(62.8)
|
1.6
|
(736.1)
|
Cash at bank and in hand at 31 December 2023
includes $127.7m (2022: $328.4m) that is part of the Group's cash
pooling arrangements. For internal reporting and the calculation of
interest, this amount is netted with short-term overdrafts and is
presented as a net figure on the Group's balance sheet. In
preparing these financial statements, the Group is required to
gross up both its cash and short-term borrowings figures by this
amount.
Cash and cash equivalents of $434.0m (2022:
$536.7m) includes restricted cash of $49.4m (2022: $15.0m). The
restricted cash balance comprises $38.1m (2022: not considered
restricted) of cash held in Equatorial Guinea where the Group are
seeking Central Bank approval in order to repatriate cash from a
subsidiary via dividends or intercompany loans. A further
$9.3m (2022: $10.0m) of cash is held in jurisdictions where there
is insufficient liquidity in the local market to allow for
immediate repatriation. The remaining $2.0m (2022: $5.0m) relates
to balances held within Russia that are impacted by the sanctions
associated with Russia's invasion of Ukraine. Management considers
it appropriate to include the restricted cash balance in the
Group's net debt figure on the basis that it meets the definition
of cash, albeit is not readily available to the Group.
The lease liability at 31 December
2023 is made up of non-current leases of $317.4m (2022: $259.7m)
and current leases of $83.4m (2022: $83.2m).
The other movements of $159.5m
(2022: $62.8m) in the above table represents new leases entered
into of $142.2m (2022: $23.8m), interest expense of $18.7m (2022:
$17.9m), amortisation of bank facility fees of $2.4m (2022: $8.9m)
and accrued interest on loan notes of $3.8m (2022: $12.2m).
In addition, senior loan notes amounting to $89.6m were
reclassified from long term borrowings to short term as they fall
due within the next 12 months.
As at 31 December 2023, the Group
had received $198.2m (2022: $200.0m) of cash relating to
non-recourse financing arrangements. An equivalent amount of
trade receivables was derecognised on receipt of the cash. At
31 December 2023, $111.7m (2022: $113.6m) had been received from
customers in the normal course of business in relation to the same
amounts received from the factors. This $111.7m (2022:
$113.6m) is due to be paid over to the factors and is included in
trade payables. The impact of both the cash received from the
facility and the cash received from customers is included within
cash generated from operations.
32 Employees and
directors
Employee benefits expense
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Wages and salaries
|
2,414.3
|
2,808.0
|
Social security costs
|
180.6
|
196.1
|
Pension costs - defined benefit schemes (note
33)
|
2.9
|
1.7
|
Pension costs - defined contribution schemes
(note 33)
|
97.4
|
103.5
|
Share based charges (note 24)
|
19.6
|
20.7
|
|
2,714.8
|
3,130.0
|
Average monthly number of employees (including
executive directors)
|
2023
No.
|
2022
No.
|
By geographical area:
|
|
|
UK
|
4,928
|
5,601
|
US
|
6,443
|
9,128
|
Rest of the World
|
20,701
|
20,721
|
|
32,072
|
35,450
|
The average number of employees excludes
contractors and employees of joint venture companies.
Key management compensation
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Salaries and short-term employee
benefits
|
9.0
|
13.9
|
Amounts receivable under long-term incentive
schemes
|
0.8
|
0.7
|
Social security costs
|
0.8
|
1.0
|
Post-employment benefits
|
0.2
|
0.3
|
Share based charges
|
2.5
|
3.6
|
Termination benefits
|
-
|
0.9
|
|
13.3
|
20.4
|
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 2023, key management held 0.2% of the
voting rights of the company.
Directors
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Aggregate emoluments
|
3.6
|
3.8
|
Aggregate amounts receivable under long-term
incentive schemes
|
0.3
|
0.3
|
Aggregate gains made on the exercise of share
options
|
0.1
|
0.3
|
Share based charges
|
1.1
|
1.6
|
|
5.1
|
6.0
|
At 31 December 2023, two directors (2022: one)
had retirement benefits accruing under a defined contribution
pension plan and no directors (2022: none) had benefits accruing
under a defined benefit pension scheme. Further details of
directors' emoluments are provided in the Directors' Remuneration
Report.
33 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 2023, the largest schemes by
gross obligation are the Wood Pension Plan ('WPP') in the UK, the
Foster Wheeler Inc Salaried Employees Pension Plan ('FW Inc SEPP')
in the US and the Foster Wheeler Inc Pension Plan for Certain
Employees ('FW Inc PPCE') in the US. These pension plans provide
certain former employees with leaving service benefits that are
generally based on service and salary.
The scheme valuations are based on the
membership data contained within the triennial valuation of Wood
Pension Plan as at 31 March 2023, and the valuation of the Foster
Wheeler Inc SEPP/PPCE as at 1 January 2023. 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 2023. The assets of the schemes are stated at their
aggregate market value as at 31 December 2023. It is expected that
the Group will make funding and expense contributions to these
pension plans totalling $6.9m in the calendar year 2024 (nil in
2023) in line with the funding requirements agreed for the
plans.
The actuarial valuation method is prescribed
by the IAS 19 accounting standard and uses discount rates
determined by the yields on high quality, AA rated, bonds at the
measurement date. Conversely, each pension scheme is subject to a
separate technical provisions or funding basis valuation which is
considered to be more prudent than the IAS 19 methodology. Under
IAS 19, the Wood Pension Plan is 116% funded on 31 December 2023
compared to 109% funded on the technical provisions basis.
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. The requirements of
IFRIC 14 also mean there is no requirement to recognise any
additional liabilities in relation to deficit funding requirements.
At the balance sheet date, there are no plans to exercise the
unconditional right to a refund and other assets are being explored
to use the surplus, and therefore the tax rate applied to the
surplus of the UK scheme is 25%.
Scheme membership at the date of the most
recent scheme census was as follows:
|
|
|
2023
(unaudited)
|
2022
|
|
|
|
Wood
Pension
Plan
|
FW
Inc
SEPP
|
FW
Inc
PPCE
|
Wood
Pension
Plan
|
FW
Inc
SEPP
|
FW
Inc
PPCE
|
Active members
|
|
|
303
|
30
|
22
|
494
|
44
|
28
|
Deferred members
|
|
|
7,190
|
734
|
266
|
8,313
|
622
|
437
|
Pensioner members
|
|
|
10,178
|
2,245
|
833
|
10,149
|
2,233
|
871
|
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:
|
|
|
2023
(unaudited)
|
2022
|
|
|
|
Wood
Pension
Plan
%
|
FW
Inc
SEPP
%
|
FW
Inc
PPCE
%
|
Wood Pension
Plan
%
|
FW
Inc
SEPP
%
|
FW
Inc
PPCE
%
|
Discount rate
|
|
|
4.8
|
4.9
|
4.9
|
5.0
|
5.2
|
5.2
|
Rate of increase in pensions in payment and
deferred pensions
|
|
|
2.8
|
N/A
|
N/A
|
2.8
|
N/A
|
N/A
|
Rate of retail price index inflation
|
|
|
3.0
|
N/A
|
N/A
|
3.1
|
N/A
|
N/A
|
Rate of consumer price index
inflation
|
|
|
2.6
|
N/A
|
N/A
|
2.6
|
N/A
|
N/A
|
The assumptions on the FW Inc SEPP and FW Inc
PPCE in the above table are not applicable since there are no
post-retirement increases or cost of living adjustments provided in
these plans. With no cost of living adjustments, there are no
underlying retail price index or consumer price index assumptions
to consider.
The mortality assumptions used to determine
pension liabilities in the main schemes at 31 December 2023 were as
follows:
Scheme
|
Mortality assumption
|
Wood Pension Plan
|
Base
table
Non-pensioners: Males: 102% of S3PMA Females: 104% of
S3PFA_M Pensioners: Males: 97% of S3PMA Females: 99% of S3PFA_M
Future
improvements
Scheme specific table with CMI 2022 (Sk =7.0)
projections and a long-term rate of improvement of 1.25% pa,
initial addition ("A" parameter) of 0.3, 25% weight on 2022 data
and no weight on 2020 and 2021 data
|
FW Inc SEPP and FW Inc PPCE
|
Pri-2012 Employee and Annuitant tables for
males and females with generational projection using Scale MP-2021
with no collar adjustments and Pri-2012 Contingent Annuitant
mortality for spouses and beneficiaries with generational
projection using Scale MP-2021 with no collar
adjustments
|
The mortality assumption uses 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. In relation to the Wood Pension Plan, the Group
has reflected the latest available data on the mortality
characteristics of plan members following a mortality study
undertaken since the prior year-end. The Group has also adopted the
CMI_2022 model for projecting future improvements in life
expectancy with the following parameters: s-kappa of 7.0, no weight
to 2020 and 2021 death data and 25% weight to 2022 death data and
an initial addition parameter of 0.3. The impact of adopting this
revised mortality assumption, compared to the assumption adopted
for the prior year, is around a 3% reduction in the value of the
defined benefit obligation. In setting the assumptions, the Group
has also reflected the results of a separate demographic study
which assessed the proportion of plan members who are expected to
have an eligible dependant and the likely age difference of any
dependant. The impact of adopting these revised assumptions is
around 2.3% increase in the value of the defined benefit obligation
compared to the prior year.
For the schemes referred to above the assumed
life expectancies are shown in the following table:
|
|
|
2023
(unaudited)
|
2022
|
|
|
|
Wood
Pension
Plan
|
FW
Inc
SEPP
|
FW
Inc
PPCE
|
Wood
Pension
Plan
|
FW
Inc
SEPP
|
FW
Inc
PPCE
|
Life expectancy at age 65 of male aged
45
|
|
|
22.9
|
22.2
|
22.2
|
23.8
|
22.1
|
22.1
|
Life expectancy at age 65 of male aged
65
|
|
|
22.0
|
20.7
|
20.7
|
22.5
|
20.6
|
20.6
|
Life expectancy at age 65 of female aged
45
|
|
|
24.8
|
24.1
|
24.1
|
25.5
|
24.0
|
24.0
|
Life expectancy at age 65 of female aged
65
|
|
|
23.7
|
22.6
|
22.6
|
24.0
|
22.6
|
22.6
|
The amounts recognised in the income statement
are as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
Current service cost
|
2.9
|
1.7
|
Past service credit
|
-
|
-
|
|
|
|
Total expense
included within operating profit
|
2.9
|
1.7
|
|
|
|
|
|
|
Interest cost
|
126.7
|
78.0
|
Interest income on scheme assets
|
(145.0)
|
(80.4)
|
Total included within finance income
|
(18.3)
|
(2.4)
|
The amounts recognised in the balance sheet are
determined as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
Present value of funded obligations
|
(2,707.3)
|
(2,533.0)
|
Fair value of scheme assets
|
3,019.1
|
2,892.2
|
Net surplus
|
311.8
|
359.2
|
Changes in the present value of the defined
benefit liability are as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
Present value of funded obligations at 1
January
|
2,533.0
|
4,626.6
|
Current service cost
|
2.9
|
1.7
|
Interest cost
|
126.7
|
78.0
|
Re-measurements:
|
|
|
- actuarial losses/(gains) arising from changes
in financial assumptions
|
48.1
|
(1,544.5)
|
- actuarial gains arising from changes in
demographic assumptions
|
(16.9)
|
(31.4)
|
- actuarial losses arising from changes in
experience
|
41.6
|
72.0
|
Benefits paid
|
(164.4)
|
(177.3)
|
Decrease due to divestments
|
-
|
(58.7)
|
Exchange movements
|
136.3
|
(433.4)
|
|
|
|
Present value of funded obligations at 31
December
|
2,707.3
|
2,533.0
|
Changes in the fair value of scheme assets are
as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
Fair value of scheme assets at 1
January
|
2,892.2
|
4,811.5
|
Interest income on scheme assets
|
145.0
|
80.4
|
Contributions
|
3.1
|
42.5
|
Benefits paid
|
(164.4)
|
(177.3)
|
Re-measurement losses on scheme
assets
|
(9.4)
|
(1,333.0)
|
Expenses paid
|
(7.6)
|
(7.4)
|
Decrease due to divestments
|
-
|
(55.9)
|
Exchange movements
|
160.2
|
(468.6)
|
|
|
|
Fair value of scheme assets at 31
December
|
3,019.1
|
2,892.2
|
Analysis of the movement in the
balance sheet surplus:
|
2023
(unaudited)
$m
|
2022
$m
|
Surplus at 1 January
|
359.2
|
184.9
|
Current service cost
|
(2.9)
|
(1.7)
|
Finance income
|
18.3
|
2.4
|
Contributions
|
3.1
|
42.5
|
Re-measurement (losses)/gains recognised in the
year
|
(82.2)
|
170.9
|
Expenses paid
|
(7.6)
|
(7.4)
|
Increase due to divestments (note 7)
|
-
|
2.8
|
Exchange movements
|
23.9
|
(35.2)
|
|
|
|
Surplus at 31 December
|
311.8
|
359.2
|
The increased surplus due to divestments of
$2.8m in 2022 relates to sale of a net pension liability on a small
US scheme. This forms part of the disposal of the Built Environment
Consulting business outlined in note 7.
The net surplus at 31 December is presented in
the Group balance sheet as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Wood Pension Plan
|
391.9
|
432.4
|
|
|
|
Retirement benefit scheme surplus
|
391.9
|
432.4
|
|
|
|
Foster Wheeler Inc SEPP/PPCE
|
(52.5)
|
(49.4)
|
All other schemes
|
(27.6)
|
(23.8)
|
|
|
|
Retirement benefit scheme deficit
|
(80.1)
|
(73.2)
|
|
|
|
Net surplus
|
311.8
|
359.2
|
For the principal schemes the defined benefit
obligation can be allocated to the plan participants as
follows:
|
|
|
2023
(unaudited)
|
2022
|
|
|
|
Wood
Pension
Plan
%
|
FW
Inc
SEPP
%
|
FW
Inc
PPCE
%
|
Wood
Pension
Plan
%
|
FW
Inc
SEPP
%
|
FW
Inc
PPCE
%
|
Active members
|
|
|
3.9
|
2.4
|
1.6
|
5.6
|
3.5
|
1.7
|
Deferred members
|
|
|
32.9
|
24.6
|
12.8
|
38.5
|
23.1
|
12.9
|
Pensioner members
|
|
|
63.2
|
73.0
|
85.6
|
55.9
|
73.4
|
85.4
|
The weighted average duration of the defined
benefit obligation is as follows:
|
|
|
2023
(unaudited)
|
2022
|
|
|
|
Wood
Pension
Plan
years
|
FW
Inc
SEPP
years
|
FW
Inc
PPCE
years
|
Wood
Pension
Plan
years
|
FW
Inc
SEPP
years
|
FW
Inc
PPCE
years
|
Duration of defined benefit
obligation
|
|
|
13.0
|
8.1
|
7.3
|
13.0
|
8.1
|
7.3
|
The major categories of total scheme assets are
as follows:
|
2023
(unaudited)
|
2022
|
2023
|
2022
|
|
Wood
Pension
Plan
$m
|
FW
Inc
SEPP
$m
|
FW
Inc
PPCE
$m
|
Wood
Pension
Plan
$m
|
FW
Inc
SEPP
$m
|
FW
Inc
PPCE
$m
|
(unaudited)
Quoted
on active
market
%
|
Quoted
on active
market
%
|
Equities
|
5.2
|
26.2
|
53.1
|
10.6
|
31.1
|
62.4
|
89.8
|
93.8
|
Property [a]
|
34.0
|
-
|
-
|
75.7
|
-
|
-
|
-
|
-
|
Bonds (including gilts)
|
1,398.2
|
39.8
|
48.5
|
1,254.7
|
37.2
|
44.3
|
100.0
|
100.0
|
Liability-Driven Investments (LDIs)
|
1,554.5
|
-
|
-
|
1,456.3
|
-
|
-
|
100.0
|
100.0
|
Cash
|
101.9
|
0.9
|
1.7
|
124.3
|
0.8
|
1.7
|
100.0
|
100.0
|
Liquidity funds
|
14.8
|
-
|
-
|
248.6
|
-
|
-
|
100.0
|
100.0
|
Derivatives [b]
|
(286.0)
|
-
|
-
|
(480.1)
|
-
|
-
|
-
|
-
|
Investment funds
|
-
|
3.7
|
7.6
|
-
|
3.3
|
6.8
|
100.0
|
100.0
|
|
|
|
|
|
|
|
|
|
|
2,822.6
|
70.6
|
110.9
|
2,690.1
|
72.4
|
115.2
|
n/a
|
n/a
|
|
|
|
|
|
|
|
|
|
| |
a. Property
assets are valued based on an analysis of recent market
transactions supported by market knowledge derived from
third-party, independent valuation experts
b.
Derivatives are mainly related to repurchase agreements used to
fund liability driven investments
As at 31 December
2023, 108.2% (2022: 113.7%) of total scheme assets in the
principal schemes have quoted prices in active markets.
The Plan has a target allocation of 50% of
investments held in cashflow-matching assets, with the remaining
50% allocated to liability-matching assets, designed to partially
offset the movements in the Plan's liabilities caused by movements
in interest rates and inflation. This asset
split reflects the
Trustee's current view of the most appropriate investments
balancing risk/reward characteristics of the funds the Plan is
invested in. During the accounting period the Plan has continued
the process of selling down the growth assets in the
portfolio.
As a result, the value of the property
portfolio has declined over the reporting period. This was partly
due to two properties being sold during 2023,
totalling £23.9 million disposal proceeds
alongside valuation reductions across the property portfolio driven
by a combination of wider property market valuations weakening as
well as property specific factors in the portfolio.
The reduction in the cash allocation over the
12 months to 31 December 2023 is predominantly down to the cash and
cash equivalents balance within the BlackRock LDI mandate. In Q4
2022 the LDI mandate was recapitalised following the UK governments
"mini budget" and the gilts crisis that followed and this resulted
in a higher than usual cash balance in the LDI mandate at 31
December 2022. This cash balance has been invested into gilts and
other hedging instruments during 2023 reducing the
allocation. The majority of the change in the value of
the derivatives allocation can be attributed to a
change in the allocation to gilt repos in the LDI mandate. The
remainder of the change is the result of derivatives exposure at
the buy and maintain credit managers who use derivatives to hedge
currency risk. As currency pairs fluctuate, the market value of
derivatives within these mandates will also fluctuate.
The Trustee's policy and beliefs
in relation to ESG factors for the Plan are set out in the
Statement of Investment Principles. The Trustee also undertake TCFD
reporting annually, which assesses the climate impact of the Plan's
portfolio as well as the potential risks that differing climate
change scenarios may pose to the Plan over differing time horizons.
Individual investment manager ESG ratings are reviewed in detail
annually and the Trustee discuss ESG related issues when meeting
with the Plan's investment managers.
The Group seeks to fund its pension plans to
ensure that all benefits can be paid as and when they fall due. The
Group is in the process of finalising the 31 March 2023 valuation,
but due to the significant surplus, no contribution will be
likely.
The US plans are funded to ensure
that statutory obligations are met and contributions are generally
payable to at least minimum funding requirements.
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.
The schemes hold various liability driven
investments comprising physical gilts, swap and leveraged gilt
exposures to provide asset protection against interest and
inflation factors inherent in their liability valuations.
Collateral buffers have been further strengthened by de-risking
steps taken to disinvest from equities and it is believed the WPP
has sufficient collateral to withstand a sizable level of movement
in interest rates. Of the scheme's liabilities 105.2% are currently
hedged against interest rates and 103.7% against inflation rate
risk.
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.
Approximate increase/(decrease) on scheme
liabilities
|
Wood
|
Wood
|
FW
|
FW
|
FW
|
FW
|
Pension
|
Pension
|
Inc
|
Inc
|
Inc
|
Inc
|
Plan
|
Plan
|
SEPP
|
SEPP
|
PPCE
|
PPCE
|
2023
(unaudited)
|
2022
|
2023
(unaudited)
|
2022
|
2023
(unaudited)
|
2022
|
$m
|
$m
|
$m
|
$m
|
$m
|
$m
|
Discount rate
|
|
|
|
|
|
|
Plus 0.5%
|
(146.6)
|
(134.0)
|
(3.2)
|
(3.2)
|
(5.2)
|
(5.4)
|
Minus 0.5%
|
163.0
|
151.5
|
3.5
|
3.5
|
5.6
|
5.7
|
Inflation
|
|
|
|
|
|
|
Plus 0.1%
|
15.0
|
13.3
|
N/A
|
N/A
|
N/A
|
N/A
|
Minus 0.1%
|
(14.9)
|
(13.2)
|
N/A
|
N/A
|
N/A
|
N/A
|
Life
expectancy
|
|
|
|
|
|
|
Plus 1 year
|
86.5
|
75.5
|
3.0
|
2.9
|
6.2
|
6.1
|
Minus 1 year
|
(87.0)
|
(73.6)
|
(3.0)
|
(2.9)
|
(6.1)
|
(6.0)
|
The sensitivity analysis covering
the impact of reasonably plausible movements in pension assumptions
are included in the above table. The 0.5% sensitivity applied is
considered to be sufficient on the basis of minimal movements
between 2023 and 2022 on 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 discount rate
sensitivities can be extrapolated downwards and upwards to broadly
calculate the impact of a 0.25% and 1% discount rate movement
respectively.
Defined contribution plans
Pension costs for defined contribution plans
were as follows:
|
2023
(unaudited)
$m
|
2022
$m
|
Defined contribution plans
|
97.4
|
103.5
|
There were no material contributions
outstanding at 31 December 2023 in respect of defined contribution
plans.
The Group operates a Supplemental Executive
Retirement Plan (SERP) pension arrangement in the US for certain
employees. During the year, the Group made contributions of $0.1m
(2022: $0.1m) 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 $51.7m (2022: $55.6m) and will be used to pay benefits when
employees retire. The corresponding liability is recorded in
other non-current liabilities.
34 Contingent liabilities
General
A contingent liability is
a potentially material present obligation that
arises from past events but is not recognised because it is not
probable that an outflow of resources will be required to settle
the obligation or the amount of the obligation cannot be measured
with sufficient reliability.
Cross guarantees
At the balance sheet date, the Group had cross
guarantees extended to its principal bankers and surety providers
in respect of sums advanced to subsidiaries and certain joint
ventures. A liability will only occur in the event of a
default by a subsidiary or certain joint ventures on its
obligations.
Legal Claims
From time to time, the Group is notified of
claims in respect of work carried out on customer projects or as a
subcontractor to others. 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, such
that no economic outflow is probable. This includes a civil
administrative determination, made by the Contraloría 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. We are
continuing to vigorously challenge this determination and we are
confident in our ability to prevail. This also includes
commercial disputes which arise predominantly within our Projects
business, some of which may evolve within the next 12 months and
these will be reassessed in future periods as the Group engages in
defences to the claims.
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. In performing this assessment,
the directors considered the nature of existing litigations or
claims, the progress of matters, existing law and precedent, the
opinions and views of legal counsel and other advisors, the Group's
experience in similar cases (where applicable) and other facts
available to the Group at the time of assessment. The director's
assessment of these factors may change over time as individual
litigations or claims progress.
The group carries insurance coverage and in
the event of future economic outflow arising with respect to any of
these contingencies, an element of reimbursement may occur, subject
to any excess or other policy restrictions and limits.
Investigations
Following the settlement of the various
regulatory investigations in 2021, 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 appear unlikely and therefore no provision
has made in respect of them in the financial statements.
Employment claims
The Group received assessments
from HMRC into the historical application of employer's National
Insurance Contributions to workers on the UK Continental Shelf. The
assessments have been appealed and our case is stayed for a fixed
period. 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 $32.5m.
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. The Group sold its Built Environment Consulting
business to WSP in late 2022 and the share purchase agreement
provided an indemnity for losses on three specified
contracts. No provisions were considered necessary for these
contracts as at 31 December 2023.
Tax planning
HMRC have challenged the
deductibility of certain interest expenses in relation to loans
from Irish resident finance companies to the UK. The tax
treatment of the Irish finance companies under the UK controlled
foreign company regime was previously considered as part of the EU
State Aid, but no state aid was found to apply. A significant
amount of contemporaneous documentation has been provided to HMRC
regarding the transition from a previous finance company structure
in the Netherlands, and subsequent funding of acquisitions via the
Irish companies. HMRC continue with their enquiries. 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 $39.5m and in
the event of any amount ultimately being payable there is no
prospect of any reimbursement.
35 Capital and other financial commitments
|
2023
(unaudited)
$m
|
2022
$m
|
|
|
|
Contracts placed for future capital expenditure
not provided in the financial statements
|
102.3
|
74.8
|
The capital expenditure above relates to software costs which will
be included within intangible asset additions when
incurred.
36 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.
|
2023
(unaudited)
$m
|
2022
$m
|
Sale of goods and services to joint
ventures
|
3.6
|
12.2
|
Purchase of goods and services from joint
ventures
|
0.6
|
4.3
|
Receivables from joint ventures
|
9.8
|
8.9
|
Payables to joint ventures
|
12.1
|
0.3
|
Compensation of key management personnel
includes salaries, non-cash benefits and contributions to post
retirement benefits schemes disclosed in note 32.
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 33 sets out
details of the Group's pension obligations under these
arrangements.
37 Post balance sheet events
The directors have reviewed the position of the
Group, up to the date authorised for issue of these financial
statements and have not identified any events arising after the
reporting period which require disclosure.
38 Subsidiaries, joint ventures and other
related undertakings
The Group's subsidiary and joint venture
undertakings at 31 December 2023 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
|
|
|
SARL Wood Group Algeria
|
Regus Algeria, Tour Nord,, Centre Commercial et
Administratif de Bab Ezzouar,, Quartier d'affaires de Bab Ezzouar,
Algeria Properties
|
100
|
Wood Group Somias SPA
|
PO Box 67, Elmalaha Road (Route des Salines),
Elbouni, Annaba, Algeria
|
55
|
Angola
|
|
|
Production Services Network Angola
Limitada
|
RuaKima Kienda, Edificio SGEP, 2nd Floor,
Apartment 16, Boavista District, Ingombota, Luanda,
Angola
|
49*
|
Wood Group Kianda Limitada
|
No 201, Rua Engenheiro Armindo de
Andrade,Bairro Miramar, Simbizanga, Luanda, Angola
|
41*
|
Argentina
|
|
|
Foster Wheeler E&C Argentina
S.A.
|
Paraguay 1866, Buenos Aires,
Argentina
|
100
|
ISI Mustang (Argentina) S.A.
|
Pedro Molina 714, Provincia de Mendoza, Ciudad
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
|
|
|
Amec Foster Wheeler Australia Pty
Ltd
|
Level 1, 240 St Georges Terrace, Perth, WA
6000, Australia
|
100
|
Aus-Ops Pty Ltd
|
Level 1, 240 St Georges Terrace,
Perth, WA 6000, Australia
|
100
|
Innofield Services Pty Ltd
|
Level 1, 240 St Georges Terrace, Perth, WA
6000, Australia
|
100
|
RIDER HUNT INTERNATIONAL (AUSTRALIA) PTY
LTD
|
Level 3, 171 Collins Street, Melbourne, VIC
3000, Australia
|
100
|
SVT Holdings Pty Ltd
|
Level 1, 240 St Georges Terrace,
Perth, WA 6000, Australia
|
100
|
Wood Australia Architecture Pty Ltd
|
Level 1, 240 St Georges Terrace, Perth, WA
6000, Australia
|
100
|
Wood Australia Pty Ltd
|
Level 3, 171 Collins Street ,Melbourne, VIC,
3000, Australia
|
100
|
Wood Field Services Pty Ltd
|
Level 3, 171 Collins Street ,Melbourne, VIC,
3000, Australia
|
100
|
Wood Group Australia PTY Ltd
|
Level 1, 240 St Georges Terrace,
Perth, WA 6000, Australia
|
100
|
Wood Group Kenny Australia Pty Ltd
|
Level 1, 240 St Georges Terrace,
Perth, WA 6000, Australia
|
100
|
Azerbaijan
|
|
|
AMEC Limited Liability Company
|
37 Khojali Street, Baku, AZ1025,
Azerbaijan
|
100
|
Wood Group PSN Azerbaijan LLC
|
Khojali Avenue,Building 37, Khatal District,
Baku, AZ1025, Azerbaijan
|
100
|
Bermuda
|
|
|
Foster Wheeler Ltd.
|
Clarendon House, 2 Church Street, Hamilton,
HM-11, Bermuda
|
100
|
FW Management Operations, Ltd.
|
Clarendon House, 2 Church Street, Hamilton HM
CX, Bermuda
|
100
|
Brazil
|
|
|
Amec Foster Wheeler America Latina,
Ltda.
|
Rua Evaristo da Veiga No. 65, Salas 1101, 1201
e 1202 do Sector 1, Edificio Passeio Corporate, Centro, Rio de
Janeiro, CEP 20.031-040, Brazil
|
100
|
Amec Foster Wheeler Brasil S.A.
|
Avenida das Americas, n 3.434,
Bloco 2, salas 307 e 308, Centro Empresarial Mario Henrique
Simonsen, Barra da Tijuca, CEP 22.640-102, Brazil
|
100
|
AMEC Petroleo e Gas Ltda.
|
Avenida das Americas, n 3.434,
Bloco 2, salas 307 e 308, Centro Empresarial Mario Henrique
Simonsen, Barra da Tijuca, CEP 22.640-102, Brazil
|
100
|
AMEC Projetos e Consultoria Ltda
|
Rua Professor Moraes No. 476, Loja 5,
Sobreloja, Bairro Funcionarios, Belo Horizonte, Minas Gerais,
30150-370, Brazil
|
100
|
FW Industrial Power Brazil Ltda
|
Alameda Santos, 1293, Room 63, Cerqueira César,
Sao Paulo, 01419-002, Brazil
|
100
|
Santos Barbosa Tecnica Comercio e Servicos
Ltda.
|
Estrada Sao Jose do Mutum, 301 - Imboassica,
Cidade de Macae, Rio de Janeiro, CEP 27973-030, Brazil
|
100
|
Wood Group Engineering and Production
Facilities Brasil Ltda.
|
Rua Ministro Salgado Filho,119, Cavaleiros,
Cidade de Macae,CEP 27920-210, Estado do Rio de Janeiro
|
100
|
Wood Group Kenny do Brasil Servicos de
Engenharia Ltda.
|
Rua Sete de Setembro, 54 - 4 andares, Centro,
Rio de Janeiro - RJ, CEP 20050-009, Brazil
|
100
|
Brunei Darussalam
|
|
|
Amec Foster Wheeler (B) SDN BHD
|
Unit No.s 406A-410A, Wisma Jaya, Jalan
Pemancha, Bandar Seri Begawan BS8811, Brunei Darussalam
|
100
|
Bulgaria
|
|
|
AMEC Minproc Bulgaria EOOD
|
7th Floor, 9-11 Maria Louisa Blvd, Vazrazhdane
District, Sofia 1301, Bulgaria
|
100
|
Cameroon
|
|
|
Amec Foster Wheeler Cameroun SARL
|
Cap Limboh, Limbe, BP1280, Cameroon
|
100
|
Canada
|
|
|
2292127 Alberta Ltd.
|
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P
0R3, Canada
|
100
|
Amec Foster Wheeler Canada Ltd.
|
Borden Ladner Gervais LLP, Centennial Place,
East Tower, 1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P 0R3,
Canada
|
100
|
Rider Hunt International (Alberta)
Inc.
|
900 AMEC Place, 801-6th Avenue S.W., Calgary,
AB, T2P 3W3, Canada
|
100
|
Wood Canada Limited
|
1900, 520 - 3rd Avenue SW, Calgary, AB, T2P
0R3, Canada
|
100
|
Wood Group Asset Integrity Solutions,
Inc.
|
1900, 520 - 3rd Avenue SW, Calgary, AB, T2P
0R3, Canada
|
100
|
Wood Group Canada, Inc.
|
Borden Ladner Gervais LLP, Centennial Place,
East Tower, 1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P 0R3,
Canada
|
100
|
Wood Solar Canada Ltd.
|
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P
0R3, Canada
|
100
|
Wood Wind Canada Ltd.
|
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P
0R3, Canada
|
100
|
Cayman Islands
|
|
|
FW Chile Holdings Ltd.
|
Codan Trust Company (Cayman) Limited, Cricket
Square, Hutchins Drive, PO Box 2681, George Town,
KY1-1111
|
100
|
Wood Group O&M International,
Ltd.
|
Sterling Trust (Cayman) Limited, Whitehall
House, 238 North Church Street, George Town, KY1-1102, Cayman
Islands
|
100
|
Chile
|
|
|
Amec Foster Wheeler Talcahuano, Operaciónes y
Mantenciones Limitada
|
Camino A Ramuntcho 3230, Sector 4 Esquinas,
Talcahuano, Chile
|
100
|
ISI Mustang Chile SpA
|
Calle Providencia 337, off. 7, Comuna de
Providencia, Santiago, Chile
|
100
|
Wood Chile Limitada
|
Avenida Presidente Riesco 5335, piso 8, Las
Condes, Chile
|
100
|
Wood Ingenieria y Consultoria Chile
Limitada
|
Avenida Larrain 5862, Piso 11, La Reina,
Santiago, 7870154, Chile
|
100
|
China
|
|
|
Liaoning Province Pharmaceutical Planning and
Designing Institution Co. Ltd.
|
3rd Floor, Gate 4, 153-10 Chuangxin Road,
Hunnan District, Shenyang, Liaoning Province, China
|
100
|
Shenyang Dongyu Youan Pharmaceutical Technology
Co. Ltd.
|
Gate 2, 8# Wulihe Street, Heping District,
Shenyang, Liaoning Province, China
|
76
|
Colombia
|
|
|
Wood Engineering & Consultancy Colombia
S.A.S.
|
Carrera 11 A No. 96-51 5th floor, Bogota D.C.,
Colombia
|
100
|
Cyprus
|
|
|
WGPS International Limited
|
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO Box 25549,
Cyprus
|
100
|
Wood Group Angola Limited
|
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO Box 25549,
Cyprus
|
100
|
Wood Group Equatorial Guinea Limited
|
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO Box 25549,
Cyprus
|
100
|
Democratic
Republic of Congo
|
|
|
MDM Engineering SPRL
|
32 Avenue 3Z, Commune de Kasuku, Ville de
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
Administracion
|
c/o Solege, Calle Kenia S/N, Malabo, Equatorial
Guinea
|
65
|
France
|
|
|
Amec Foster Wheeler France S.A.
|
14, Place de la Coupole, Charenton-le-Pont,
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
|
|
|
Production Services Network Gabon
SARL
|
1.149, Republic Boulevard, CEDAM Building, 6th
Floor, Bali - Douala, Douala, PO Box 3586, 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
|
Wood E&IS (Renewables) GmbH
|
Zippelhaus 4, 20457 Hamburg, Germany
|
100
|
Ghana
|
|
|
Amec Foster Wheeler Operations Ghana
Limited
|
House Number 4, Momotse Avenue, Behind All
Saints Anglican Church, Adabraka, PO Box GP 1632, Accra, Greater
Accra, Ghana
|
100
|
Wood & BBS Ghana Ltd
|
No 4 Momotsa Avenue, Behind All Saints Anglican
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
|
|
|
AMEC Operations Limited
|
22 Havilland Street, St Peter Port, GY1 2QB,
Guernsey
|
100
|
Garlan Insurance Limited
|
PO Box 33, Maison Trinity, Trinity Square, St
Peter Port, GY1 4AT, Guernsey
|
100
|
Wood Group Offshore Services Limited
|
PO Box 119 Martello Court, Admiral Park, St
Peter Port, Guernsey, GY1 3HB, Guernsey
|
100
|
Wood USA Holdings Limited
|
22 Havilland Street, St Peter Port, GY1 2QB,
Guernsey
|
100
|
Hong
Kong
|
|
|
AMEC Asia Pacific Limited
|
3806, Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong
|
99
|
India
|
|
|
Ingenious Process Solutions Private
Limited
|
307, Atlanta Estate, 3rd Floor, Hanuman Tekdil
Road Vitbhatti, Off. W.E. Highway, Goregaon (East) Mumbai MH
400063
|
100
|
Mustang Engineering India Private
Limited
|
6th Floor, Zenith Building, Ascendas IT Park,
CSIR Road, Taramani, Chennai 600 113, India
|
100
|
Wood India Engineering & Projects Private
Limited
|
6th Floor, Zenith Building, Ascendas IT Park,
CSIR Road, Taramani, Chennai 600 113, India
|
100
|
Wood Group Kenny India Private
Limited
|
15th Floor Tower-B, Building No. 5, DLF Cyber
City, ,HR, Phase III Gurgaon Gurgaon, 122002, India
|
100
|
Wood Group PSN India Private Limited
|
5th Floor, Zenith Building, Ascendas IT Park,
CSIR Road, Taramani, Chennai, 600113, India
|
100
|
Indonesia
|
|
|
PT AGRA Monenco
|
c/o 2020 Winston Park Drive, Suite 700,
Oakville, ON, L6H 6X7, Canada
|
100
|
PT Amec Foster Wheeler Indonesia
|
Perkantoran Pulo mas Blok VII No. 2, Jl
Perintis Kemerdekaan, Pulo Gadung, Jakarta, Timur,
Indonesia
|
55
|
PT Australian Skills Training
|
Green Town Warehouse No. 2,
Bengkong-Batam-Indonesia, Indonesia
|
95
|
PT Foster Wheeler O&G Indonesia
|
Perkantoran Pulo mas Blok VII No.2, Jl.
Perintis Kemerdekaan, Pulo Gadung, Jakarta Timur 13260,
Indonesia
|
90
|
PT Harding Lawson Indonesia
|
c/o 2020 Winston Park Drive, Suite 700,
Oakville, ON, L6H 6X7, Canada
|
95
|
PT Simons International Indonesia
|
c/o 2020 Winston Park Drive, Suite 7000,
Oakville, Ontario, Canada
|
100
|
PT Wood Group Indonesia
|
Gedung Perkantoran Prudential Centre, Kota
Kasablanka, Lantai 22, Unit A, J1, Cassablanca Kav, 88 Kel. Menteng
Dalam, Kec.Tebet, Kota Adm, Jarkarta Selantan, DKI Jarkarta,
Malaysia
|
90
|
Iran
|
|
|
Foster Wheeler Adibi Engineering
|
9th Floor Aluminumm Building, Avenue Shah,
Tehran
|
45
|
Wood Group Iran - Qeshm Company
(pjs)
|
No 2564, Hafez Street, Toola Industrial
Park,Qeshm Island, Annaba, Iran
|
97
|
Iraq
|
|
|
Ghabet El Iraq for General Contracting and
Engineering Services, Engineering Consultancy (LLC)
|
Suite 24, Building 106,St 19, Sec 213, Al-Kindi
St, Al-Haritheeya Qts, Baghdad, Iraq
|
100
|
Touchstone General Contracting, Engineering
Consultancy and Project Management LLC
|
Flat no. 23A, 3rd Floor, near Kahramana Square
Anbar Building, District no. 903, Hay Al Karada, Baghdad,
Iraq
|
100
|
|
|
|
Ireland
|
|
|
Wood Group Kenny Ireland Limited
|
Second Floor, Blocks 4 and 5, Galway Technology
Park, Parkmore, Galway, Ireland
|
100
|
Italy
|
|
|
Concetto Green S.r.l
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Concettorinnovabile s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
ForEarth S.r.l
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Geo Rinnovabile S.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Green2dream s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Green2grid 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
|
Newagro s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Oro Rinnovabile s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Orosolare s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Res4green s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Res4planet S.r.l
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Res4power s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Resergy S.r.l
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Transizione s.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Transizioneverde 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
|
Versogreen 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
|
Wood Solare Italia S.r.l.
|
Via S. Caboto 15, Corsico, Milan, 20094,
Italy
|
100
|
Jamaica
|
|
|
Monenco Jamaica Limited
|
c/o 2020 Winston Park Drive, Suite 700,
Oakville, ON, L6H 6X7, Canada
|
100
|
Jersey
|
|
|
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
|
|
|
AMEC Limited Liability Partnership
|
46 Satpayev St., Atyrau City, Atyrau Oblast,
060011, Kazakhstan
|
100
|
Foster Wheeler Kazakhstan LLP
|
app. 27, h. 64, Bostandykskiy district, Abaya
Ave., Almaty City, Kazakhstan
|
100
|
QED International (Kazakhstan) Limited
Liability Partnership
|
46 Satpayev St., Atyrau City, Atyrau Oblast,
060011, Kazakhstan
|
100
|
Wood Group Kazakhstan LLP
|
Satpayev str. 46, Atyrau, 060011,
Kazakhstan
|
100
|
Kuwait
|
|
|
AMEC Kuwait Project Management and
Contracting Company W.L.L.
|
2nd Floor, Al Mutawa Building, Ahmed Al Jaber
Street, Sharq, Kuwait City
|
49*
|
Luxembourg
|
|
|
Financial Services S.à r.l.
|
15, Boulevard Friedrich Wilhelm Raiffeisen,
L-2411, Luxembourg
|
100
|
FW Investment Holdings S.à r.l.
|
15, Boulevard Friedrich Wilhelm Raiffeisen,
L-2411, Luxembourg
|
100
|
Malaysia
|
|
|
Amec Foster Wheeler OPE Sdn. Bhd.
|
Suite 1005, 10th Floor, Wisma Hamzah-Kwong
Hing, No. 1, Leboh Ampang, Kuala Lumpur, 50100, Malaysia
|
100
|
BMA Engineering SDN. BHD.
|
Unit C-12-4, Level 12, Block C, Megan Avenue
II, Wilayah Persekutuan,Wilayah Persekutuan, Kuala Lumpur, 50450,
Malaysia
|
100
|
Foster Wheeler (Malaysia) Sdn. Bhd.
|
Suite 1005, 10th Floor, Wisma Hamzah-Kwong
Hing, No. 1, Leboh Ampang, Kuala Lumpur, 50100, Malaysia
|
100
|
Foster Wheeler E&C (Malaysia) Sdn.
Bhd.
|
Suite 1005, 10th Floor, Wisma Hamzah-Kwong
Hing, No. 1, Leboh Ampang, Kuala Lumpur, 50100, Malaysia
|
70
|
Rider Hunt International (Malaysia) Sdn
Bhd
|
Level 7, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, 50490,
Malaysia
|
100
|
Wood Group Kenny Sdn Bhd
|
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, Malaysia
|
25*
|
Wood Group Mustang (M) Sdn. Bhd.
|
Level 7, Menara Milenium,Jalan Damanlela, Pusat
Bandar Damansara, Damansara Heights,Wilayah Persekutuan,Wilayah
Persekutuan, Kuala Lumpur, 50490, Malaysia
|
100
|
Mauritius
|
|
|
MDM Engineering Investments Ltd
|
1st Floor, Felix House, 24 Dr Joseph Street,
Port Louis, Mauritius
|
100
|
MDM Engineering Projects Ltd
|
1st Floor, Felix House, 24 Dr Joseph Street,
Port Louis, Mauritius
|
100
|
P.E. Consultants, Inc.
|
c/o First Island Trust Company Ltd, Suite 308,
St. James Court, St. Denis Street, Port Louis, Mauritius
|
100
|
QED International Ltd
|
c/o Ocorian Corporate Services (Mauritius)
Limited, 6th Floor, Tower A, 1 CyberCity, Ebene, 72201,
Mauritius
|
100
|
Mexico
|
|
|
AGRA Ambiental S.A. de C.V.
|
c/o 2020 Winston Park Drive, Suite 700,
Oakville, ON, L6H 6X7, Canada
|
100
|
Amec Foster Wheeler Energia Mexico S. de R.L.
de C.V.
|
Av. Vasconcelos 453, Colonia del Valle 66220
Nuevo Leon, Monterrey (Estados Unidos de México), Mexico
|
100
|
Amec Foster Wheeler Mexico, S.A. de
C.V.
|
David Alfaro Siqueiros No.104, Piso 2, Colonia
Valle Oriente, San Pedro Garza Garcia, Nuevo Leon, C.P. 66269,
Mexico
|
100
|
CEC Controls Automatizacion S. de R.L. de
C.V.
|
Libramiento Carr. Silao-León #201, Esq.
Prolongación Bailleres, Col. Progreso Silao, Guanajuato, CP. 36135,
Mexico
|
100
|
Foster Wheeler Constructors de Mexico S. de
R.L. de C.V.
|
699 15th Street, 6th Avenue, Agua Prieta,
Sonora, Mexico
|
80
|
Global Mining Projects and Engineering, S.A. de
C.V.
|
Calle Coronado 124, Zona Centro, Chihuahau,
Chihuahau, 31000, Mexico
|
100
|
Harding Lawson de Mexico S.A. de
C.V.
|
Edificio Omega, Campos Eliseos 345, floors 2, 3
& 11, Chapultepec Polanco 11560 Mexico, D.F.
|
100
|
ISI Mustang Servicios de Ingenieria de Mexico,
S de R.L. De C.V.
|
HOMERO 1804 PISO 11,COL. LOS MORALES -
DELEGACION MIGUEL HIDALGO, Distrito Federal, Mexico City, C.P.
11540, Mexico
|
100
|
Wood Group de Mexico S.A. de C.V.
|
Insurgentes Sur #619 piso 10, Colonia Napoles,
Municipio Benito Juarez, between Calle Vermont and Calle Yosemite,
Mexico City, 03810, Mexico
|
100
|
Wood Group Management Services de Mexico, S.A.
de C.V.
|
Blvd. Manuel Avila Camacho 40 -
1801, Lomas de Cahpultepec, Delgacion Miguel Hidalgo, Mexico, D.F.
11000
|
100
|
Mongolia
|
|
|
AMEC LLC
|
Mongol TV Tower-1005, Chinggis Avenue,
Sukhbaatar District, 1st khoroo, Ulaanbaatar, Mongolia
|
100
|
Mozambique
|
|
|
Amec Foster Wheeler Mozambique
Limitada
|
Mocambique, Maputo Cidade, Distrito Urbano 1,
Bairro Sommerschield II, Av. Julius Nyerere, nº 3412,
Maputo, Mozambique
|
100
|
Wood Group Mozambique, Limitada
|
73 Rua Jose Sidumo, Bairro da Polana, Maputo,
Mozambique
|
100
|
Netherlands
|
|
|
AMEC GRD SA B.V.
|
Meander 251, Arnhem, 6825 MC,
Netherlands
|
100
|
AMEC Holland B.V.
|
EDGE Amsterdam West, Basisweg 10, 1043 AP,
Amsterdam, Netherlands
|
100
|
AMEC Investments B.V.
|
EDGE Amsterdam West, Basisweg 10, 1043 AP,
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
|
John Wood Group B.V.
|
C/O Centralis Netherlands BV, Zuidplein 126,
WTC, Toren H 15e, Amsterdam, 1077XV, Netherlands
|
100
|
John Wood Group Holdings BV
|
C/O Centralis Netherlands BV, Zuidplein 126,
WTC, Toren H 15e, Amsterdam, 1077XV, Netherlands
|
100
|
New Zealand
|
|
|
M&O Pacific Limited
|
26 Manadon Street, Spotswood, New Plymouth,
4310, New Zealand
|
100
|
Nigeria
|
|
|
AMEC Contractors (W/A) Limited
|
13A AJ Marinho Drive, Victoria Island, Lagos,
Nigeria
|
100
|
AMEC King Wilkinson (Nigeria)
Limited
|
No 3, Hospital Road, PO Box 9289, Lagos,
Nigeria
|
100
|
AMEC Offshore (Nigeria) Limited
|
18th Floor, Western House, 8/10 Broad street,
Lagos, Nigeria
|
75
|
Foster Wheeler (Nigeria) Limited
|
1 Murtala Muhammed Drive, (Formerly Bank Road),
Ikoyi, Lagos, Nigeria
|
100
|
Foster Wheeler Environmental Company Nigeria
Limited
|
c/o Nwokedi & Co., 21 Ajasa Street, Onikan,
Nigeria
|
87
|
JWG Nigeria Limited
|
13 Sumbo Jibowu Street, Ikoyi, Lagos,
Nigeria
|
100
|
Overseas Technical Services Nigeria
Limited
|
No 13 Sumbo Jibowu Street, Ikoyi, Lagos,
Nigeria
|
93
|
Norway
|
|
|
Wood Group Norway AS
|
Fokserodveien 12, Sandefjord, 3241,
Norway
|
100
|
Oman
|
|
|
Wood Engineering Consultancy LLC
|
PO Box 1469, Postal Code 133, Al-Khuwair,
Sultanate of Oman
|
60
|
Wood LLC
|
Bldg No. 89, Way No. 6605, Al Oman Street,
Ghala Industrial Area, P.O. Box 293, Al Khuwair, PC 133,
Oman
|
70
|
Papua New Guinea
|
|
|
Wood Engineering PNG Ltd
|
Deloitte Touche Tohmatsu, Level 9, Deloitte
Haus, Macgregor Street, Section 8, Allotment 19, Port Moresby,
National Capital District, Papua New Guinea
|
100
|
Wood Group PNG Limited
|
Dentons PNG, Level 5, Bsp Haus, Harbour City,
Port Moreseby,Papau New Guinea, National Capital District, Papua
New Guinea
|
100
|
Peru
|
|
|
Wood Group Peru S.A.C.
|
Av. de la Floresta 407, 5th Floor, San Borja,
Lima, Peru
|
100
|
Philippines
|
|
|
Foster Wheeler (Philippines)
Corporation
|
U-7A, 7/F PDCP Bank Centre,V.A. Rufino St.
Corner L.P. Leviste St., Salcedo Village, Makati City, PH,
1227
|
100
|
Production Services Network Holdings
Corp.
|
585 ME National Road HW, Barangay Alangilan,
Batangas City, Batangas, Philippines
|
100
|
PSN Production Services Network Philippines
Corp
|
12th Floor, Net One Center,26th Street Corner,
3rd Avenue, Crescent Park West,Taguig, Metro Manilla, Bonifacio
Global City, 1634, Philippines
|
100
|
Poland
|
|
|
Amec Foster Wheeler Consulting Poland Sp. z
o.o.
|
ul. Chmielna 132/134, Warsaw, 00-805,
Poland
|
100
|
Portugal
|
|
|
Amec Foster Wheeler (Portugal) Lda
|
Avenida Barbosa du Bocage 113-4, Lisboa,
1050-031, Portugal
|
100
|
Qatar
|
|
|
Production Services Network Qatar
LLC
|
PO Box 2515, Doha, Qatar
|
49*
|
Romania
|
|
|
AMEC Operations S.R.L
|
Rooms 1 and 2, 2nd Floor, No. 59 Strada Grigore
Alexandrescu, Sector 1, Bucharest 010623, Romania
|
100
|
Russia
|
|
|
OOO Amec Foster Wheeler
|
Office E-100, Park Place, 113/1, Leninsky
Prospekt, 117198, Moscow, Russian Federation 113/1, Leninsky
Prospekt, 117198, Moscow, Russian Federation
|
100
|
Production Services Network Eurasia
LLC
|
2-6 Floors,88 Amurskaya, Yuzhno-Sakhalinsk,
693020, Russian Federation
|
100
|
Production Services Network Sakhalin
LLC
|
2-6 Floors,88 Amurskaya, Yuzhno-Sakhalinsk,
693020, Russian Federation
|
99
|
Saudi Arabia
|
|
|
Amec Foster Wheeler Energy and Partners
Engineering Company
|
Majd Business Center, Tower B, P.O. Box 30920,
King Faisal Road, Al-Khobar, 31952, Saudi Arabia
|
75
|
Mustang and Faisal Jamil Al-Hejailan Consulting
Engineering Company
|
PO Box 9175, Almalaz, Salahuddin Alayoubi
Street, Riyadh, 11413, Saudi Arabia
|
70
|
Mustang Saudi Arabia Co. Ltd.
|
King Fahad Road, Rakah, Po Box 8145, Al-Khobar,
34225, Saudi Arabia
|
100
|
Wood Group ESP Saudi Arabia Limited
|
PO Box 1280, Al-Khobar
|
51
|
Singapore
|
|
|
Amec Foster Wheeler Asia Pacific Pte.
Ltd.
|
One Marina Boulevard #28-00, Singapore, 018989,
Singapore
|
100
|
AMEC Global Resources Pte Limited
|
991E Alexandra Road, #01 - 25, 119973,
Singapore
|
100
|
Foster Wheeler Eastern Private
Limited
|
1 Marina Boulevard, #28-00, Singapore
018989
|
100
|
OPE O&G Asia Pacific Pte. Ltd.
|
1 Marina Boulevard, #28-00, One Marina
Boulevard, 018989, Singapore
|
100
|
Rider Hunt International (Singapore) Pte
Limited
|
24 Raffles Place, #24-03 Clifford Centre,
Singapore, 048621
|
100
|
Simons Pacific Services Pte Ltd.
|
8 Marina Boulevard #05-02, Marina Bay Financial
Centre, Singapore, 018981, Singapore
|
100
|
Wood Group International Services Pte.
Ltd.
|
991E Alexandra Road, #01 - 25, 119973,
Singapore
|
100
|
Slovakia
|
|
|
The Automated Technology Group (Slovakia)
s.r.o.
|
c/o, Kinstellar s.r.o., Hviezdoslavovo nám 13,
Bratislava, 811 02, Slovakia
|
100
|
South
Africa
|
|
|
Amec Foster Wheeler Properties (Pty)
Limited
|
Waterfall Corporate Campus, Building 6, 74
Waterfall Drive Waterval City, Gauteng, 2090, South
Africa
|
100
|
AMEC Minproc (Proprietary) Limited
|
2 Eglin Road, Sunninghill, 2157, South
Africa
|
100
|
Wood Minerals and Metals Africa (Pty)
Ltd
|
Building Number 2 - Silverstream Business Park,
10 Muswell Road South, Bryanston, Gauteng, 2021
|
100
|
Rider Hunt International South Africa (Pty)
Ltd
|
Building No. 2, Silver Stream Business Park,
No. 10 Muswell Road South, Bryanston, South Africa
|
83
|
Wood BEE Holdings (Proprietary) Ltd
|
Waterfall Corporate Campus, Building 6, 74
Waterfall Drive Waterval City, Gauteng, 2090, South
Africa
|
58
|
Wood Mining South Africa (Pty) Ltd
|
Building No. 2, Silver Stream Business Park, 10
Muswell Road South, Bryanston, Gauteng, 2021, South
Africa
|
100
|
Wood South Africa (PTY) Ltd
|
Waterfall Corporate Campus, Building 6, 74
Waterfall Drive Waterval City, Gauteng, 2090, South
Africa
|
70
|
South Korea
|
|
|
AMEC Korea Limited
|
KG Tower 5F, 92 Tongil-ro, Jung-gu, Seoul
04517, Korea
|
100
|
Spain
|
|
|
Amec Foster Wheeler Energia, S.L.U.
|
Calle Gabriel Garcia Marquez, no 2, Parque
Empresarial Madrid, Las Rozas, 28232 Las Rozas, Madrid,
Spain
|
100
|
Wood Iberia S.L.U.
|
Calle Gabriel Garcia Marquez, no 2, Parque
Empresarial Madrid - Las Rozas, 28230 Las Rozas, Madrid,
Spain
|
100
|
Switzerland
|
|
|
A-FW International Investments GmbH
|
c/o Intertrust Services (Schweiz) AG,
Alpenstrasse 15, 6300, Zug, Zug, Switzerland
|
100
|
Wood Engineering AG
|
Lohweg 6, 4054 Basel, Switzerland
|
100
|
Tanzania
|
|
|
MDM Projects-Tanzania Limited
|
Plot No. 483, Garden Road, Mikocheni Ward,
Kinondoni District, Dar es Salaam, 14112, Tanzania, the United
Republic of
|
100
|
Thailand
|
|
|
Amec Foster Wheeler Holding (Thailand)
Limited
|
1st Floor Talaythong Tower, 53 Moo 9, Sukhumvit
Road, Thungsukla, Sriracha, Chonburi, 20230, Thailand
|
100
|
Foster Wheeler (Thailand) Limited
|
53 Talaythong Tower, 1st Floor, Moo 9,
Sukhumvit Road, Tambol Tungsukhla, Amphur Sriracha, Chonburi,
20230, Thailand
|
100
|
Trinidad and Tobago
|
|
|
Wood Group Trinidad & Tobago
Limited
|
18 Scott Bushe Street, Port of Spain, Trinidad
and Tobago
|
100
|
Turkey
|
|
|
Amec Foster Wheeler Bimas Birlesik Insaat ve
Muhendislik A.S.
|
Kucukbakkalkoy Mah, Çardak Sok, No.1A Plaza,
34750 Atasehir, Istanbul, Turkey
|
100
|
Uganda
|
|
|
Wood Group PSN Uganda Limited
|
KAA House, Plot 41,Nakasero Road, PO Box 9566,
Kampala, Uganda
|
100
|
Ukraine
|
|
|
Wood Ukraine LLC
|
Room 398, Building 26, Obolonskyi Avenue, Kyiv
City, 04205, Ukraine
|
100
|
United Arab Emirates
|
|
|
Production Services Network Emirates
LLC
|
Unit 1301-CI Tower, Level 13, Al Bateen Street,
Khalidiya, Abu Dhabi, PO Box 105828
|
49*
|
PSN Overseas Holding Company Limited
|
The MAZE Tower, 15th Floor, Sheikh Zayed Road,
PO Box 9275, Dubai, United Arab Emirates
|
100
|
United Kingdom
|
|
|
AFW Finance 2 Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC (F.C.G.) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC (MH1992) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC (MHL) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC (WSL) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC BKW Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Bravo Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Building Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Capital Projects Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Civil Engineering Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler (Holdings)
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler Earth and Environmental
(UK) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler Energy Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler Finance Asia
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler Finance Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler Group Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler International
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Amec Foster Wheeler Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Investments Europe Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Offshore Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Process and Energy Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Project Investments Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Services Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Trustees Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC USA Holdings Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
AMEC Wind Developments Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Automated Technology Group Holdings
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
East Mediterranean Energy Services
Limited
|
c/o Ledingham Chalmers LLP, 3rd Floor, 68-70
George Street, Edinburgh, EH2 2LR, United Kingdom
|
100
|
Foster Wheeler (G.B.) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Foster Wheeler (London) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Foster Wheeler (Process Plants)
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Foster Wheeler E&C Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Foster Wheeler Environmental (UK)
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Foster Wheeler Europe
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Foster Wheeler UK Investments
Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Foster Wheeler World Services
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
FW Investments Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
HFA Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Integrated Maintenance Services
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
James Scott Limited
|
Ground Floor, 15 Justice Mill Lane, Aberdeen,
AB11 6EQ, Scotland
|
100
|
John Wood Group Holdings Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
JWG Investments Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
JWGUSA Holdings Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Kelwat Investments Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Metal and Pipeline Endurance Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Mustang Engineering Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Press Construction Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Process Plants Suppliers Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Production Services Network (UK)
Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Production Services Network Bangladesh
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
PSJ Fabrications Ltd
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
PSN (Angola) Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
PSN (Philippines) Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
PSN Asia Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
PSN Overseas Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
QED International (UK) Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
|
|
|
Rider Hunt International Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Sandiway Solutions (No 3) Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
SgurrEnergy Limited
|
St Vincent Plaza, 319 St Vincent Street,
Glasgow, G2 5LP, Scotland, United Kingdom
|
100
|
The Automated Technology Group
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
WGPSN (Holdings) Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
WGPSN Eurasia Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood (Indonesia) Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood and Company Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Finance UK Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Group Algeria Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Algiers Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Annaba Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Arzew Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Engineering & Operations Support
Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Engineering (North Sea)
Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Hassi Messaoud Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Holdings (International)
Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Investments Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Kenny Corporate Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United KingdomSir
Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen,
AB12 3LE, Scotland, United Kingdom
|
100
|
Wood Group Kenny Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Group Kenny UK Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Group Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Power Investments Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group Production Services UK
Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group UK Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
100
|
Wood Group/OTS Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood International Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Pensions Trustee Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood Transmission and Distribution
Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
Wood UK Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England
|
100
|
United States
|
|
|
4900 Singleton, L.P.
|
400 North St. Paul, Dallas, TX,
75201
|
100
|
AMEC Construction Management, Inc.
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
Amec Foster Wheeler Arabia Ltd.
|
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810, United States
|
100
|
Amec Foster Wheeler Environmental Equipment
Company, Inc.
|
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810, United States
|
100
|
Amec Foster Wheeler Industrial Power Company,
Inc.
|
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810, United States
|
100
|
Amec Foster Wheeler Martinez, Inc.
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
Amec Foster Wheeler North America
Corp.
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
Amec Foster Wheeler Power Systems,
Inc.
|
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, DE, 19801
|
100
|
Amec Foster Wheeler USA Corporation
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
AMEC Holdings, Inc.
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
AMEC North Carolina, Inc.
|
225, Hillsborough Street, Raleigh, NC, 27603,
United States
|
100
|
AMEC Oil & Gas World Services,
Inc.
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
Barsotti's Inc.
|
Perryville Corporate Park, 53 Frontage Road, PO
Box 9000, Hampton, NJ, 08827-90000
|
100
|
BMA Solutions Inc.
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
C E C Controls Company, Inc.
|
United Agent Group Inc., 28175 Haggerty RoadD,
Novi, MI, 48377, United States
|
100
|
Cape Software, Inc.
|
United Agent Group, 2425 W Loop
South #200, Houston, TX, 77027, United States
|
100
|
Ceres Solar 1, LLC
|
8275 South Eastern Avenue #200, Las Vegas,
Clark County, NV, 89123, United States
|
100
|
Ceres Solar 2, LLC
|
8275 South Eastern Avenue #200, Las Vegas,
Clark County, NV, 89123, United States
|
100
|
Ceres Solar 3, LLC
|
8275 South Eastern Avenue #200, Las Vegas,
Clark County, NV, 89123, United States
|
100
|
Equipment Consultants, Inc.
|
Corporation Trust Company, 1209 Orange Street,
Wilmington, DE, 19801
|
100
|
Energy Transition Developments LLC
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Energy Transition Ventures 1 LLC
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Energy Transition Ventures 2 LLC
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Energy Transition Ventures 3 LLC
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Energy Transition Ventures 4 LLC
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Energy Transition Ventures 5 LLC
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Wood Contract Services LLC
|
17325 Park Row, Suite 500, Houston, TX, 77084,
United States
|
100
|
Foster Wheeler Energy Corporation
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Foster Wheeler Environmental
Corporation
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Foster Wheeler Inc.
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
Foster Wheeler Intercontinental
Corporation
|
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, DE, 19801
|
100
|
Foster Wheeler International LLC
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
Foster Wheeler LLC
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
Foster Wheeler Realty Services, Inc.
|
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, DE, 19801
|
100
|
Ingenious Inc.
|
United Agent Group, 2425 W Loop South #200,
Houston, TX, 77027, United States
|
100
|
ISI Group, L.L.C.
|
United Agent Group, 2425 W Loop South #200,
Houston, TX, 77027, United States
|
100
|
JWGUSA Holdings, Inc.
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
Kelchner, Inc.
|
United Agent Group Inc., 119 E. Court Street,
Cincinnati, OH, 45202, United States
|
100
|
MACTEC E&C International, Inc.
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
Martinez Cogen Limited Partnership
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
99
|
Mustang International, Inc.
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Process Consultants, Inc.
|
United Agent Group Inc., 3411 Silverside Road
Tatnall Building #104, Wilmington, New Castle County, DE, 19810,
United States
|
100
|
RHI Talent USA Inc.
|
United Agent Group Inc., 8275 South Eastern
Av., #200, Las Vegas, NV, 89123, United States
|
100
|
Rider Hunt International (USA) Inc.
|
United Agent Group, 2425 W Loop South #200,
Houston, TX, 77027, United States
|
100
|
Swaggart Brothers, Inc.
|
United Agent Group Inc., 5708 S.E. 136th
Avenue, #2, Portland, OR, 97236, United States
|
100
|
Swaggart Logging & Excavation
LLC
|
United Agent Group Inc., 5708 S.E. 136th
Avenue, #2, Portland, OR, 97236, United States
|
100
|
Thelco Co.
|
c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, DE, 19801
|
100
|
Wood Group Alaska, LLC
|
United Agent Group Inc., 3411 Silverside Road,
Tatnall Bldg. #104, Wilmington, DE, 19810, United States
|
100
|
Wood Group PSN, Inc.
|
United Agent Group Inc., 8275 South Eastern
Av., #200, Las Vegas, NV, 89123, United States
|
100
|
Wood Group Support Services, Inc.
|
United Agent Group Inc., 8275 South Eastern
Av., #200, Las Vegas, NV, 89123, United States
|
100
|
Wood Group US Holdings, Inc.
|
3411 Silverside Road Tatnall Building #104,
Wilmington, New Castle County, DE, 19810, United States
|
100
|
Wood Group USA, Inc.
|
5444 Westheimer #1000, Houston, Harris County,
TX, 77056, United States
|
100
|
Wood Programs, Inc.
|
2475 Northwinds Parkway, #200-260, Alpharetta,
GA, 30009, United States
|
100
|
Uzbekistan
|
|
|
Wood Energy Solutions
LLC
|
Sulton Darvoza Business Center, 38/1
Shakhrisabz Street, Tashkent, 100060, Uzbekistan
|
100
|
Vanuatu
|
|
|
O.T.S. Finance and Management
Limited
|
Law Partners House, Rue Pasteur, Port Vila,
Vanuatu
|
100
|
Overseas Technical Service International
Limited
|
Law Partners House, Rue Pasteur, Port Vila,
Vanuatu
|
100
|
Venezuela
|
|
|
Amec Foster Wheeler Venezuela, C.A.
|
Avenida Francisco de Miranda, Torre Cavendes,
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
|
|
|
Clough Wood Pty Ltd1
|
Level 6, QV1 Building, 250 St Georges Terrace,
Perth, WA, 6000, Australia
|
50
|
Azerbaijan
|
|
|
Socar-Foster Wheeler Engineering LLC
|
88A Zardaby Avenue,Baku, Azerbaijan
|
35
|
Brunei Darussalam
|
|
|
TendrillWood Sdn Bhd
|
Lot 29 & 30, Tapak Perindustrian
Sungai Bera, Kampong Sungai Bera, Seria, Belait, KB1933, Brunei
Darussalam
|
75
|
Canada
|
|
|
ABV Consultants Ltd1
|
Suite 2300, Bentall 5, 550 Burrard Street,
Vancouver, BC, V6C 2B5, Canada
|
50
|
AMEC Black & McDonald
Limited1
|
60 Cutler Avenue, Dartmouth, NS, B3B 0J6,
Canada
|
50
|
ODL Canada Limited
|
689 Water Street, Newfoundland, St. John's, NL,
A1E 1B5, Canada
|
50
|
Teshmont Consultants Inc.
|
1190 Waverley Street, Winnipeg, MB, R3T 0P4,
Canada
|
50
|
Vista Mustang JV
|
Suite B12, 6020 2nd Street S. E., Calgary, AB,
T2H 2L8, Canada
|
50
|
Chile
|
|
|
Consorcio AMEC CADE / PSI Consultores
Limitada
|
Av. Jose Domingo, Canas No 2640, Nunoa,
Santiago, 7750164, Chile
|
50
|
Consorcio Consultor Cade Zañartu
Limitada
|
Seminario 714, Ñuñoa, Santiago de
Chile
|
50
|
Consorcio Consultor Systra / Cade Idepe /
Geoconsult Limitada
|
Av. Jose Domingo, Canas No 2640, Nunoa,
Santiago, 7750164, Chile
|
40
|
Consorcio de Ingenieria Geoconsult Cade Idepe
Limitada
|
Av. Jose Domingo, Canas No 2640, Nunoa,
Santiago, 7750164, Chile
|
50
|
Consorcio de Ingeniería Systra Cade
Limitada
|
Av. Jose Domingo, Canas No 2640, Nunoa,
Santiago, 7750164, Chile
|
50
|
Consorcio de Ingenieria Transporte Systra Cade
Idepe Consultores Limitada
|
Jose Domingo Cañas 2640, Ñuñoa, Santiago
Chile
|
50
|
Construcciòn e Ingenierìa Chile FI
Limitada
|
Avenida Andrés Bello 2711, Piso 22 - Comuna Las
Condens, Santiago, Chile
|
50
|
China
|
|
|
Wood Zone Co., Ltd
|
No. 143 Jinyi Road, Jinshan District, Shanghai,
200540, China
|
50
|
Cyprus
|
|
|
Wood Group - CCC Limited
|
Elenion Building, 2nd Floor, 5 Themistocles
Street, CY-1066 Nicosia,CY-1310 Nicosia, PO Box 25549,
Cyprus
|
50
|
Kazakhstan
|
|
|
WOOD KSS JSC
|
Satpayev str. 46, Atyrau, 060011,
Kazakhstan
|
50
|
Mexico
|
|
|
AFWA DUBA Salina Cruz, S. de R.L. de
C.V.
|
Carlos Salazar, #2333, Colonia Obrera,
Monterrey, Nuevo Leon, Mexico
|
50
|
Grupo Industrial de Ingenieria Ecologica III
HLA & Iconsa S.A. de C.V.
|
Edificio Omega, Campos Eliseos 345, floors 2, 3
& 11, Chapultepec Polanco 11560 Mexico, D.F.
|
51
|
Mustang Diavaz, S.A.P.I. de C.V.
|
Av. Revolucion 468, Col. San Pedro
de los Pinos Mexico, D.F., 03800, Mexico
|
50
|
Northam Conip Consorcio, S.A. de
C.V.
|
David Alfaro Siqueiros 104 piso 2, Col. Valle
Oriente, San Pedro Garza Garcia, Nuevo Leon, CP. 66269,
Mexico
|
50
|
Malaysia
|
|
|
ICE Wood Sdn. Bhd.
|
Level 7, Menara Milenium,Jalan
Damanlela, Pusat Bandar Damansara, Damansara Heights,Wilayah
Persekutuan,Wilayah Persekutuan, Kuala Lumpur, 50490,
Malaysia
|
49
|
Netherlands
|
|
|
Wood Group Azerbaijan B.V.
|
C/O Centralis Netherlands BV, Zuidplein 126,
WTC, Toren H 15e, Amsterdam, 1077XV, Netherlands
|
51
|
New Zealand
|
|
|
Wood Beca Limited
|
Ground Floor, Beca House, 21 Pitt Street,
Auckland, 1010, New Zealand
|
50
|
Oman
|
|
|
AMEC Al Turki LLC
|
c/o Al Alawi, Mansoor Jamal & Co.,
Barristers & Legal Consultants, Muscat International Centre,
Mezzanine Floor, Muttrah Business District, P.O. Box 686 Ruwi,
Oman
|
35
|
Qatar
|
|
|
Wood Black Cat LLC
|
5th Floor Al Aqaria Tower, Building No. 34,
Museum Street, Old Salata Area, Street 970, Zone 18, P.O Box No.
24523 Doha, Qatar
|
49
|
Saudi Arabia
|
|
|
AMEC BKW Arabia Limited1
|
Al Rushaid Petroleum Investment Co. Building,
Prince Hamoud Street, PO Box 31685 - Al Khobar 31952, Saudi
Arabia
|
50
|
Spain
|
|
|
Insolux Monenco Medio Ambiente S.A.
|
Calle Juan Bravo, 3-C, Madrid, 28006,
Spain
|
49
|
Trinidad and Tobago
|
|
|
Massy Wood Group Ltd.
|
4th Floor, 6A Queens Park West, Victoria
Avenue, Port of Spain, Trinidad and Tobago
|
50
|
United Kingdom
|
|
|
ACM Health Solutions Limited
|
Booths Park, Chelford Road, Knutsford,
Cheshire, WA16 8QZ, England, United Kingdom
|
33
|
Ethos Energy Group Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
51
|
|
|
|
RWG (Repair & Overhauls) Limited
|
Sir Ian Wood House, Hareness Road, Altens
Industrial Estate, Aberdeen, AB12 3LE, Scotland, United
Kingdom
|
50
|
South Kensington Developments
Limited
|
Ground Floor T3 Trinity Park, Bickenhill Lane,
Birmingham, B37 7ES, United Kingdom
|
50
|
|
|
|
1Entities 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 2023 under Section 479A of the
Companies Act 2006. All of these companies are fully consolidated
in the condensed 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 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)
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)
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 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 &
Operations Support Limited (Registered number SC159149)
Wood Group Hassi Messaoud Limited
(Registered number SC299851)
Wood Group Holdings (International)
Limited Register number SC169712)
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 Finance UK 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
|
Sir Ian Wood House
|
Spencer Road
|
Hareness Road
|
Lancing
|
Altens Industrial Estate
|
West Sussex
|
Aberdeen
|
BN99 6DA
|
AB12 3LE
|
|
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
|
26 March
2024
|
Annual General Meeting
|
9 May
2024
|
The Group's Investor Relations website can be
accessed at www.woodplc.com