REG - Wood Group (John)PLC - HY24 results
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RNS Number : 5808F Wood Group (John) PLC 30 October 2025
Half year results for the six months ended 30 June 2025
30 October 2025
Continuing to deliver for clients during a challenging period; established a
path forward for Wood's long-term future
HY25 HY24 restated(1) Movement Movement
$m $m % Like-for-like(2)
%
HEADLINE RESULTS
Order book(3) 6,474 6,112 5.9%
Revenue 2,424 2,797 (13.3)% (11.7)%
Adjusted EBIT before non-exceptional Independent Review charges* 63 102 (38.0)% (24.6)%
Adjusted EBIT(4) 63 81 (21.3)%
Adjusted diluted loss per share(5) (1.0)c (10.0)c n/m
Free cash flow(6) (404) (167) n/m
Net debt excluding leases (1,073) (874) (22.7)%
Average net debt excluding leases (1,138) (1,052) (8.2)%
STATUTORY RESULTS
Operating loss (5) (828) n/m
Loss for the period (72) (970) n/m
Basic loss per share (11.0)c (140.9)c n/m
Cash used in operations (247) (44) n/m
See notes on page 4. Full headline results are shown in the Financial Review.
Note: The results presented here are unaudited and have not been reviewed by
our auditor. Results for HY24 have been restated following the findings of the
Independent Review, further management review and audit adjustments as
outlined in our 2024 Annual Report.
*Adjusted EBIT before non-exceptional Independent Review charges shows the
Group's adjusted EBIT in HY24 excluding those charges from the Independent
Review that were included within adjusted results. Where appropriate this
measure is used to better discuss year-on-year performance.
Ken Gilmartin, CEO, said:
"While trading in the first half reflected the challenges facing the Group, we
continued to secure work across our markets. Against a difficult backdrop, our
people have remained focused on delivering excellence for our clients. These
efforts supported growth in our order book to $6.5 billion, reflecting
continued confidence in our ability to deliver complex consulting,
engineering, and operations solutions at scale."
Iain Torrens, Interim CFO and incoming CEO, said:
"As we near the close of this challenging chapter in Wood's history and look
to enter this next period, we are focused on strengthening the Company while
still delivering high-quality work for our clients. Importantly, we are
progressing the Sidara acquisition of Wood, which will provide greater
stability for Wood, open new opportunities for our employees and support
long-term growth."
HY25 financial headlines
· Order book of $6.5 billion up 6% YoY, up 12% from December 2024
position of $5.8 billion
o Significant growth in Operations offset declines in other business units,
partly reflecting weaker macro environment and the challenges Wood has faced
· Revenue of $2.4 billion down 12% on a like-for-like basis
o Some delays in key client programmes in Projects and Operations
o Lower pass-through activity in Projects
o Trading also impacted by uncertainty around Wood's financial position
which led to some delays in progressing bids and starting secured work
· Adjusted EBIT of $63 million down 25% on a like-for-like basis
o $18 million year-on-year impact of business disposal (CEC Controls,
EthosEnergy, Kelchner)
o Includes $8 million of losses on one contract in Operations (discussed
further on page 11)
o Underlying decline reflects lower revenue partly offset by the benefits of
the Simplification programme and the restructuring of Projects in late 2024
· Adjusted loss per share of 1.0 cent reflects adjusted EBIT offset
by higher finance costs
· Free cash outflow of $403 million
o Reflects the lower adjusted EBIT and higher exceptional costs (including
advisor costs in relation to the Independent Review, Sidara offer and lender
discussions) and a significant unwind of working capital following the 2024
year-end
o Also impacted by a lack of access to receivables financing in the period
(c.$150 million net impact as gap was partly offset by c.$40 million of supply
chain financing)
· Net debt (excluding leases) was $1.1 billion at 30 June 2025
o An increase of $390 million from 31 December 2024 position of $683 million
o Similar level to average net debt (excluding leases) in the first half of
both 2025 and 2024
HY25 statutory results
· Operating loss of $5 million with adjusted EBIT offset by
exceptional items
· Exceptional items of $53 million include $41 million of advisor
fees, $7 million of restructuring costs and $3 million of costs related to our
exit from LSTK and large-scale EPC
· Loss in the period of $72 million after finance and tax charges
Progress throughout the period
· Significant business wins with key clients including:
o Two EPCm (engineering, procurement and construction management) contracts,
where Wood offers engineering and integrated project delivery services without
absorbing construction risk
§ c.$400 million EPCm contract with ADNOC Gas for Habshan facility expansion
§ Major EPCm project with Thaioil to produce cleaner fuels
o Extension of our Brunei Shell Petroleum relationship with a new five-year
EPC deal
o $120 million contract extension with Shell in the UK for brownfield EPC
solutions
o Three Operations contract extensions in the UK North Sea totalling $118
million
· Continued delivery for our clients
o Completed the detailed design for Woodside Energy's Trion development
offshore Mexico
o Delivered EPC and commissioning solutions for bp's Murlach asset in the UK
North Sea
o Concluded carbon advisory work for Nova Scotia's green hydrogen strategy
· Focus on our people
o Safety performance remains robust, with a sustained commitment to safe
operations
o Voluntary employee attrition remained low in the period
· Disposal programme ahead of expectations
o Three disposals agreed so far this year (with one completed) for a
combined consideration of around $275 million, subject to closing adjustments
A path forward for Wood's long-term future
· The proposed acquisition of Wood by Sidara will (if approved by
shareholders) position the business for greater financial stability,
substantially enhance our liquidity and support long-term growth
· Having carefully considered the viability of all options, the
Board believe that the Sidara offer represents the best option available to
our shareholders, lenders and wider stakeholders
· The acquisition provides certain cash value for Wood shareholders
at 30 pence per share, compared to alternative options that the Wood directors
believe would likely generate materially less, and potentially zero, value for
shareholders
· Being part of the Sidara Group will open new opportunities for
Wood employees, who will benefit from greater financial stability, a new base
of clients and an enhanced global footprint
Presentation
A call with Iain Torrens (Interim CFO and incoming CEO) will be webcast at
9:00am (UK time) on 31 October.
The webcast is available at: https://edge.media-server.com/mmc/p/ahmpyis6
(https://edge.media-server.com/mmc/p/ahmpyis6)
The webcast and transcript will be available after the event at
www.woodplc.com/investors (http://www.woodplc.com/investors)
For further information:
Simon McGough, President, Investor Relations +44 (0)7850 978 741
Alex Le May / Ariadna Peretz, FTI Consulting +44 (0)20 3727 1340
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.
Percentage growth rates are calculated on actuals and not the rounded figures
shown throughout this statement.
Note 1: The results for HY24 have been restated following the findings of the
Independent Review, and include further management review and audit
adjustments, as outlined in our 2024 Annual Report. Further details of the
adjustments are provided in the Financial Review.
In addition to the prior year restatements required following the FY24
financial results, the HY24 financial results have also been restated for the
transfer of our Commissioning business from Consulting to Operations.
Note 2: Like-for-like growth after adjusted for the impact of the disposals of
CEC Controls and EthosEnergy in 2024, and Kelchner in 2025.
Note 3: Order book comprises work 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 JV order book. Order book is
presented as an indicator of the visibility of future revenue.
Note 4: 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.
Note 5: A reconciliation of adjusted diluted EPS to basic EPS is shown in the
financial statements.
Note 6: Free cash flow, a key measure of shareholder value creation, is
defined as all cash flows before M&A and dividends. It includes all
mandatory payments the Group makes such as interest, tax, and exceptional
items. A reconciliation of free cash flow to statutory cash flow statement is
shown in the Financial Review.
CEO STATEMENT
Introduction
It has been a very difficult period for Wood with significant uncertainty
resulting from the events in 2024 and their continuation through 2025,
compounded by weaker trading and a weakening of our financial position.
Despite these challenges, we have made progress on setting a stronger future
path for Wood while maintaining our focus on client delivery, further
supported by some notable wins in the period.
Our key focus has been to maintain the confidence of our clients, suppliers,
employees and lenders, while also finding a path to deliver the best possible
value for our shareholders, and secure the best long-term future for the
Company.
A period of significant challenges
The publication of our 2024 half year results, which included significant
exceptional write-offs related to our exit from lump sum turnkey (LSTK) and
large-scale EPC work, and a series of subsequent events led to Wood entering
2025 facing a number of significant pressures.
This included an Independent Review which resulted in a need for us to take
steps to safeguard our financial reporting, ultimately delaying the
publication of our FY24 audited accounts until October 2025. The absence of
reviewed accounts also limited our ability to refinance the Group's debt.
The details of the Independent Review, including the steps and progress made
in implementing the detailed remediation and governance plan, were published
in our Annual Report for the year ended 31 December 2024.
In February 2025, we published a business update that included:
· Weaker than expected trading towards the end of 2024 across our
businesses
· That the Company was evaluating the extent of prior year
adjustments to be required following provisional indications from the
Independent Review
· An extension of our Simplification programme, with additional
cash costs to complete
· A material downgrade in the expected cash generation of the Group
resulting in an anticipated free cash outflow of $150 million to $200 million
in 2025, including the impact of weaker trading and a revised view of legacy
claims liabilities
· A related downgrade in our expectations for 2026 free cash flow
generation
· Plans to offset the free cash outflow in 2025 with disposal
proceeds
· The announcement that we had initiated a detailed, holistic
assessment of all potential refinancing options
The downgrade in free cash flow expectations followed previous cash downgrades
and came against a backdrop of elevated debt levels, upcoming debt maturities
and significant uncommitted facilities. This created uncertainty around Wood
and significant distraction both internally and externally, including among
our clients, suppliers and lenders.
The combination of this uncertainty with reduced access to uncommitted
facilities, as well as the delay in publication of our FY24 financial
statements, led to instances where we were unable to progress some business
opportunities, impacting both revenue and the order book in the period.
However, despite these challenges, our clients have awarded us significant
work. This reflects our reputation for the excellent work our people do, our
deep technical expertise, and our efforts to keep our key clients informed and
engaged throughout the period.
Given the timing and complexity of the Independent Review, and the issues
identified, more extensive work was required to complete our 2024 audited
accounts. This delay beyond the 30 April 2025 deadline set by the UK
Disclosure Guidance and Transparency Rules led to our shares being suspended
from listing and trading from 1 May 2025.
Trading of shares
Now that we have published the 2024 accounts, and this HY25 statement, we will
now apply to the FCA to seek re-admission of Wood's shares to listing and
trading.
Financial results reflect our challenging situation
The trading in the first half of this year, and our outlook, are reflective of
the pressures we have faced.
Revenue of $2.4 billion was 13% lower than last year reflecting lower
pass-through activity in Projects as well as some delays in key client
programmes across Projects and Operations, combined with a
slower-than-expected ramp up of work awarded last year in Operations.
Adjusted EBIT of $63 million was 38% lower than last year's restated
performance, adjusting for non-exceptional Independent Review charges in 2024.
Of this decline, $18 million related to the impacts of business disposals (CEC
Controls and EthosEnergy sold in 2024, and Kelchner sold during the first half
of 2025). Profitability was also impacted by $8 million of losses on one
contract in Operations, which also incurred large losses in 2024.
The underlying adjusted EBIT decline also reflects the lower revenue partly
offset by the benefits of the Simplification programme and the restructuring
of Projects in late 2024.
Given the strength of our pipeline and order book, we made the decision to
retain talent during the period across our businesses at lower utilisation
levels to ensure we remain set for a return to growth. This had some impact on
our profitability, especially given the delays in securing the path forward
for the Group during the year.
Not included within our adjusted results were $53 million of exceptional
charges including $41 million of advisor costs related to the Sidara offer,
lender discussions and the Independent Review. As a result of these charges,
we made an operating loss in the period of $5 million.
The lower adjusted EBIT and higher exceptional costs led to an elevated level
of average net debt (excluding leases) in the period of around $1.1 billion
while the absence of receivables financing led to a higher net debt (excluding
leases) position at 30 June 2025 of $1.1 billion.
Further details of our financial performance are included in the Financial
Review.
Continued client delivery throughout this period
Crucially, we continued to deliver exceptional work for our clients throughout
this period, including:
· Completed the FEED scope for ADNOC Gas's Habshan facility
expansion project
· Concluded the detailed design for Woodside Energy's Trion
project, the first deepwater oil development offshore Mexico
· Delivered all engineering, procurement, construction and
commissioning solutions for bp's Murlach asset in the UK North Sea
· Completed an advisory scope on a green hydrogen strategy for Nova
Scotia
· Conducted a benchmarking study for a major NOC to ensure high
performance standards across its entire power transmission and distribution
assets
Our order book at 30 June 2025 was around $6.5 billion, significantly improved
on the $5.8 billion position at 31 December 2024, reflecting new work awarded
in Projects and large renewals in Operations. Our order book reflects
continued confidence from our clients in Wood to deliver high-quality, complex
consulting, engineering, and operations solutions across our markets.
Wood remains well placed to benefit from significant long-term growth drivers
across the energy and materials markets, supported by our technical expertise
and long-term client relationships.
We are now seeing increased visibility on some large EPCm (engineering,
procurement and construction management) opportunities in our markets. EPCm
contracts enable Wood to offer engineering and integrated project delivery
services without absorbing construction risk. Such opportunities offer
significant growth potential for our Projects business within our risk
appetite. The c.$400 million contract to expand ADNOC Gas's Habshan facility
and the significant contract to help Thaioil produce cleaner fuels are both
examples of this.
Other key wins in the period included:
· Extended Brunei Shell Petroleum relationship with new major
5-year EPC contract
· A $120 million contract extension with Shell in the UK for
brownfield EPC solutions
· Three Operations contract extensions in the UK North Sea
totalling $118 million
· $100m of flare gas reduction EPC projects in Iraq
Continued to progress our strategy
We have remained focused on executing the fundamentals of our strategy
throughout 2025: simplifying our business, winning the right kind of work in
our core markets, delivering performance excellence for our clients and
continuing to make progress on retaining our people and keeping them safe.
Safety performance
We delivered a strong safety performance in the first half of the year. Our
teams have remained focused on safety and wellbeing despite the potential for
distraction during this difficult period. During our global safety week,
themed around intervention, senior leaders made over 100 visits to offices and
high-risk sites worldwide - reinforcing the value of proactive visible
leadership in building a strong safety culture.
People progress
Although we have seen significant change in the leadership of the company,
voluntary turnover across the Group has remained low. We have focused on
retaining talent in the Group, ensuring we protect our consulting, design,
engineering and project management capabilities and support teams essential
for continued client delivery and a return to growth.
Simplification programme and continued cost reduction
We set out a Simplification programme in March 2024 to reduce our cost base
and extended the programme further in February 2025 to target further savings.
While this programme delivered gross savings in the period, they were offset
by impact of the reduced revenue.
We have continued to take cost reduction actions throughout 2025 to improve
the efficiency of the business and optimise the organisational structure,
including strengthening Wood's local presence to better serve its clients by
being close to the markets in which they operate.
Disposal programme
As previously announced, we continue to evaluate our portfolio of businesses
to identify those deemed to be non-core to our strategy. As part of this, we
targeted $150 million to $200 million of disposal proceeds in 2025 to help
mitigate the impact of negative free cash flow in the year.
We have made excellent progress on this disposal programme so far this year,
with three disposals agreed for a combined consideration of around $275
million, subject to closing adjustments:
· In April, we completed the disposal of Kelchner, a civil
construction services business in the USA, for net cash proceeds of around $30
million
· In July, we announced the sale of our 50% interest in RWG to
Siemens Energy Global for a cash consideration of $135 million, subject to
closing adjustments. This deal is expected to complete in late-2025 or early
2026
· In August, we announced the sale of our North American
Transmission & Distribution engineering business to Qualus for a cash
consideration of $110 million, subject to closing adjustments. This deal is
expected to complete in the fourth quarter of 2025
A path forward for Wood's long-term future
In August 2025, Sidara made an offer of 30 pence per Wood share which the
Board has unanimously recommended. The acquisition also provides a capital
injection of $450 million, of which $250 million will be available to Wood
from the point at which (among other things) Wood shareholders approve the
acquisition.
Our 2024 annual report published on 30 October 2025 included an audit report
that included a disclaimer of opinion in relation to the Group's loss for the
year, including comparatives, and a qualified opinion, solely in respect of
the comparative information, on the Group's balance sheet due to a limitation
of scope, and draws attention to the material uncertainty related to going
concern. Importantly, the audit report in respect of the FY24 balance sheet
was not subject to a disclaimer of opinion. This satisfied certain of the
exceptional conditions for the offer from Sidara.
The shareholder vote will take place in the week of 17 November 2025 and,
subject to the shareholder vote and satisfaction or waiver of the other
outstanding conditions, the acquisition is expected to complete in the first
half of 2026.
The acquisition gives the business greater certainty, will substantially
enhance the Company's liquidity and support long-term growth. Sidara values
Wood's people, brand and the deep client relationships built over the years.
Together, Wood and Sidara will be in a stronger position to deliver for our
clients and establish an energy leader that leverages the expertise and
knowledge of both firms.
Changes to leadership
We have reduced the overall size of our executive leadership team in 2025,
including moving Consulting into Consulting and Projects. We also moved
Investment Services into Operations.
In October 2025, I informed the Board of my intention to step down as Group
CEO after the upcoming shareholder vote on the Sidara transaction, after which
Iain Torrens will become Group CEO. I thank our people and clients for their
continued support and am confident of a stronger future for Wood under Iain's
leadership.
Outlook
The first half of 2025 was a period of significant uncertainty related to the
Independent Review, the delay in publication of our 2024 audited accounts and
weakening of our financial position. The trading in the first half of this
year, and our outlook, are reflective of these pressures.
Crucially, despite these challenges, clients have continued to award us
significant work with an order book at 30 June 2025 of $6.5 billion. The
ability to turn this order book into revenue was restricted in the period by
the macro backdrop, including delays to some key client programmes, and the
uncertainty over Wood's financial position.
The publication of our 2024 audited accounts and HY25 results represent an
important step towards delivery of the Sidara offer which, if approved by
shareholders, will lead to a significant injection of capital to the Group and
increased certainty for Wood, which in turn should help us pursue further
client opportunities into the new year.
Given the continued uncertainty at this time, we are not providing any
financial guidance, having previously removed our profit forecasts in the
Sidara Scheme document published in September 2025.
BUSINESS REVIEWS
CONSULTING
Our Consulting business provides technical consulting, digital consulting, and
energy asset development, specialising in decarbonisation and digital
solutions.
From October 2025, Consulting became part of the Consulting and Projects
business unit though we will continue to report results separately.
Financial review
HY25 HY24 Movement
Restated(1)
$m
$m %
Revenue(2) 286 300 (4.6)%
Adjusted EBIT(2,)(3) 18 24 (26.5)%
Adjusted EBIT margin 6.1% 8.0% (1.9)ppts
Order book 394 455 (13.5)%
1. Restated, see details in Financial Review. Also restated for the movement
of our Commissioning business from Consulting to Operations in the period.
2. Includes CEC Controls, a business sold in August 2024. In HY24, this
business contributed $32 million of revenue and $2 million of adjusted EBIT.
3. Adjusted EBIT includes $nil from JVs (HY24: $nil). Revenue does not include
any contribution from JVs.
Revenue of $286 million was 5% lower than last year and 7% higher on a
like-for-like basis excluding the CEC Controls business, which was sold in
August 2024. The revenue performance reflects good growth across Digital
Consulting and our fired heaters business offset by weakness across Technical
Consulting given ongoing client hesitancy around the macro backdrop for
investment, and some impact from our financial position on client procurement
processes.
Adjusted EBIT of $18 million was down 19% on a like-for-like basis (adjusted
for the disposal of CEC Controls) with a reduction in adjusted EBIT margin to
6.1%, despite a benefit from Simplification savings. This reflects a shift in
business mix towards lower margin work and a step-up in IT costs (including a
change in Group allocation compared to last year).
The order book at 30 June 2025 was $394 million, down 14%, reflecting the
conditions outlined above.
Operational review
We continue to see mixed demand across our end markets. Digital Consulting is
benefiting from the growing demand across our clients for help in their
digital transformation journeys while Technical Consulting is experiencing a
slowdown from delays and changes in some large client programmes.
Key awards in the period included:
· Specialist subsea engineering support to BP
· Digital support to the implementation of a remote operations and
training centre for Woodside's Trion project
· Owner's engineering and construction management support with
Copenhagen Infrastructure Partners
PROJECTS
Our Projects business provides complex engineering design, project management
and construction management across energy and materials markets including oil
and gas, chemicals, minerals and life sciences.
Financial review
HY25 HY24 Movement
Restated(1)
$m
$m %
Revenue(2) 884 1,037 (14.8)%
Adjusted EBIT(3) 54 30 79.2%
Adjusted EBIT margin 6.2% 2.9% 3.3ppts
Adjusted EBIT before non-exceptional Independent Review charges(4) 54 52 4.9%
Order book 1,772 1,977 (10.4)%
1. Restated, see details in Financial Review.
2. Pass-through revenue, which generates only a small or nil margin, was $25
million (HY24: $71 million).
3. Adjusted EBIT includes $0.4 million from JVs (HY24: $0.8 million). Revenue
does not include any contribution from JVs.
4. Adjusted EBIT before non-exceptional Independent Review charges shows the
Group's adjusted EBIT in HY24 excluding those charges from the Independent
Review that were included within adjusted results
Revenue of $884 million was 15% lower than the prior period with reduced
pass-through activity representing around a third of the decline. Revenue
growth was also impacted by the roll off of LSTK work, which ceased in the
first half of 2024, and two large oil and gas engineering design contracts
that ended in 2024. First half trading was also impacted by delays in the
start of some key client programmes and some cases where we could not start
work secured due to a lack of availability of performance bonds. This was
resolved after the period through a combination of client support and access
to new bonding lines.
Adjusted EBIT of $54 million was 5% higher than last year's restated
performance, adjusting for non-exceptional Independent Review charges for a
like-for-like comparison. This reflects the benefits of the Simplification
programme and additional cost savings steps taken in the second half of 2024
partly offset by the lower revenue.
The order book at 30 June 2025 was $1,772 million, down 10% on last year due
the timing of awards in the period and reflects a revised view on inclusion of
pass-through activity in our order book.
Operational review
While performance was impacted by delays to some key client programmes, the
market outlook for energy remains positive. We have now seen increased
visibility on some large EPCm opportunities in our markets that offer
significant growth potential for the future and we have expanded our
capabilities in this area. The c.$400 million contract secured in the period
to expand ADNOC's Habshan gas facility is a key example of such work.
The strategic shift away from LSTK and large-scale EPC completed in 2024, with
the final contract in this area terminated in Q1 2024. However, there remains
a number of open disputes and litigation in respect of this legacy area of the
business that we expect to settle over the next couple of years.
Key awards in the period included:
· c.$400m EPCm project to expand ADNOC Gas Habshan facility
· A major EPCm project to produce cleaner fuels with Thaioil
· Detailed design for Ecopetrol refinery clean fuels upgrade
OPERATIONS
Our Operations business manages and optimises our customers' assets including
decarbonisation, maintenance, modifications, brownfield engineering, and asset
management through to decommissioning.
Financial review
HY25 HY24 Movement
Restated(1)
$m
$m %
Revenue(2) 1,123 1,344 (16.4)%
Adjusted EBIT(3) 46 67 (31.4)%
Adjusted EBIT margin 4.1% 5.0% (0.9)ppts
Order book 3,797 3,344 13.6%
1. Restated, see details in Financial Review. Also restated for the movement
of our Commissioning business from Consulting to Operations in the period.
2. Pass-through revenue, which generates only a small or nil margin, was $152
million (HY24: $283 million).
3. Adjusted EBIT includes $3 million from JVs (HY24: $5 million). Revenue does
not include any contribution from JVs.
Revenue of $1,123 million was 16% lower than last year, partly reflecting
lower pass-through activity as one major contract came to an end. Revenue was
also impacted by a slower-than-expected ramp up of work awarded in 2024, lower
activity levels in the Americas commissioning business and Asia-Pacific, and
the impact of a major contract in the Middle East concluding in 2024.
Adjusted EBIT of $46 million was 31% lower than last year, including an $8
million charge in respect of a client under Chapter 11 bankruptcy currently
going through a complex sale process. Excluding this, adjusted EBIT was down
19% reflecting the lower revenue and some additional bad debt provisions
recognised in the Americas.
The order book at 30 June 2025 was $3.8 billion, up 14% on last year due to
some significant work awarded in the period, both renewals and new wins.
Operational review
We continue to benefit from stable to strong activity levels driven by the
continued demand for energy and the importance placed on energy security.
While trading in the period was impacted by delays in work being awarded and
programmes starting, we saw a significant increase in our order book across
all regions.
Key awards in the period across Operations included:
· Extended our Brunei Shell Petroleum relationship with new major
5-year EPC contract
· $100m of flare gas reduction EPC projects in Iraq
· A large EPC brownfield contract for a key client in Iraq
· $120m EPC contract extension with Shell to secure energy across
UK portfolio
· Renewals and extensions of long-term contracts in Equatorial
Guinea
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.
In August 2025, the businesses within Investment Services were moved into
Operations. We will continue to report the results of Investment Services
separately.
Financial review
HY25 HY24 Movement
Restated(1)
$m
$m %
Revenue(2) 131 116 13.3%
Adjusted EBIT(2,3,4) 3 12 (77.0)%
Adjusted EBIT margin 2.1% 10.2% (8.1)ppts
Order book 510 336 52.1%
1. Restated, see details in Financial Review.
2. Includes Kelchner that was sold in April 2025. This business contributed
$17 million of revenue in HY25 (HY24: $40 million) and $(2) million of
adjusted EBIT in HY25 (HY24: $(6) million).
3. Includes results from our Turbines joint ventures. Adjusted EBIT from these
JVs was $11 million in HY25 and $19 million in HY24. Revenue does not include
any contribution from JVs.
4. Includes EthosEnergy JV that was sold in December 2024. In HY24, this
business contributed $12 million of adjusted EBIT.
Revenue of $131 million was 13% higher than last year, helped by higher
activity.
Adjusted EBIT of $3 million was 77% lower than last year and reflects the sale
of the EthosEnergy joint venture at the end of 2024, which contributed $12
million in HY24. Excluding this, adjusted EBIT was higher than last year with
a stronger contribution from the RWG joint venture.
The order book at 30 June 2025 was $510 million, up 52% on last year.
Operational review
In July 2025, we announced the sale of our joint venture interest in RWG to
Siemens Energy Global for a cash consideration of $135 million, subject to
closing adjustments. This is expected to complete in late-2025 or early-2026
and is conditional on the receipt of certain regulatory clearances.
CENTRAL COSTS
HY25 HY24 Movement
$m
$m %
Adjusted EBIT (57) (52) (9.6)%
Central costs, not allocated to business units, included within adjusted EBIT
were 10% higher at $57 million in the period, with cost reductions from our
Simplification Programme offset by inflationary cost pressures, including
higher professional fees, as well as the temporary higher costs associated
with significant change in senior roles across Group functions.
In addition to this, we incurred significantly elevated levels of advisor
costs in the period given the work around the Independent Review, lender
discussions and Sidara offer. A total of $41 million of advisor costs have
been included as exceptional items in the period, as discussed further in the
Financial Review.
Principal Risks and Uncertainties
The Board continues to monitor the principal risks and uncertainties to which
the Group is exposed. There have been no changes to the principal risks as
contained in the Group's 2024 Annual Report and Accounts. For the Group's
going concern assessment refer to note 1 within the interim financial
statements.
Financial Review
Trading in the period ending 30 June 2025 has been impacted by the difficult
situation Wood has faced. Delays in both expected award and work start dates,
partly driven by client sentiment around the uncertainty of Wood's future, and
reduced access to uncommitted facilities negatively impacted first half
performance.
Trading performance is presented on the basis used by management to run the
business with adjusted EBIT including the contribution from joint ventures. A
reconciliation of operating profit to adjusted EBIT is included in note 2 to
the financial statements. A calculation of adjusted diluted EPS is shown on
page 38.
HY25 HY24
(restated)
$m $m
Revenue 2,424.2 2,796.7
Adjusted EBITDA before non-exceptional Independent Review charges 153.7 203.6
Depreciation, amortisation (other than intangible assets from acquisitions) (90.3) (101.5)
and impairment
Adjusted EBIT before non-exceptional Independent Review charges 63.4 102.1
Independent Review non-exceptional charges - (21.5)
Adjusted EBIT 63.4 80.6
Adjusted EBIT margin % 2.6% 2.9%
Amortisation - intangible assets from acquisitions (12.2) (26.3)
Share of joint venture finance expense and tax (3.1) (9.0)
Exceptional items (52.7) (58.3)
Impairment of goodwill and intangible assets - (815.0)
Operating loss (4.6) (828.0)
Net finance expense (51.4) (51.3)
Interest charge on lease liability (11.1) (10.2)
Loss before taxation (67.1) (889.5)
Tax charge on continuing operations (4.6) (80.4)
Loss for the period (71.7) (969.9)
Non-controlling interest (4.1) (1.4)
Loss attributable to owners of parent (75.8) (971.3)
Number of shares (basic) 690.2 689.3
Basic loss per share (cents) (11.0) (140.9)
Revenue fell by 13.3% with all business units except Investment Services
seeing a decline. Both Projects and Operations saw lower levels of
pass-through revenue and delays in commencing new contracts whilst the prior
half year benefited from contract completions. Consulting revenue was higher
on a like-for-like basis after removing the effect of the disposal of CEC
Controls. Investment Services revenue benefited from the ramp-up of a major
contract.
Adjusted EBIT was lower by 21.3%, falling from $80.6 million to $63.4 million
as lower revenue offset savings generated from the Simplification programme
and other cost saving initiatives. The contribution from joint ventures was
impacted by the disposal of EthosEnergy.
The non-exceptional Independent Review charge of $21.5 million recognised in
the prior half year has been disclosed separately to aid users' understanding.
It partly relates to individually immaterial adjustments to contracts for
which the Group has been able to evidence the total and balance sheet impact
but not the exact periods to which they should apply.
The operating loss of $4.6 million was driven by exceptional costs of $52.7
million, the major element of which was the advisor fees related to the Sidara
offer and lender discussions.
Finance costs were slightly higher at $62.5 million (2024 (restated): $61.5
million.
Reconciliation of Adjusted EBIT to Adjusted diluted EPS
HY25 HY24
(restated)
$m $m
Adjusted EBIT 63.4 80.6
Share of joint venture finance expense and tax (3.1) (9.0)
Adjusted net finance expense (45.8) (46.9)
Interest charge on lease liability (11.1) (10.2)
Adjusted profit before tax 3.4 14.5
Adjusted tax charge (6.5) (82.1)
Adjusted loss for the period (3.1) (67.6)
Non-controlling interest (4.1) (1.4)
Adjusted loss (7.2) (69.0)
Number of shares (m) - diluted 690.2 689.3
Adjusted diluted EPS (cents)(1) (1.0) (10.0)
See note on page 38.
Reconciliation to GAAP measures
HY25 HY24
(restated)
$m $m
Loss before tax from continuing operations (67.1) (889.5)
)
Impairment of goodwill and intangible assets - 815.0
Exceptional items 52.7 58.3
Exceptional items - net finance expense 5.6 4.4
Amortisation - intangible assets from acquisitions 12.2 26.3
Adjusted profit before tax 3.4 14.5
Tax charge 4.6 80.4
Tax in relation to acquisition amortisation 1.1 1.7
Tax on exceptional items 0.8 -
Adjusted tax charge 6.5 82.1
The reconciliation from adjusted EBIT of $63.4 million (June 2024: $80.6
million) to adjusted loss of $7.2 million (June 2024: $69.0 million) has been
provided to show a reconciliation to adjusted diluted EPS. The reconciliation
to GAAP measures highlights that the adjusted measures remove exceptional
items, including impairment charges against goodwill 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.
Amortisation and depreciation for continuing operations
Total amortisation for the first half of 2025 of $47.9 million (June 2024:
$67.5 million) includes $12.2 million of amortisation of intangibles
recognised on the acquisition of Amec Foster Wheeler ("AFW") (June 2024: $26.3
million). The $14.1 million decrease in the amortisation of the acquired
intangibles is due to Brands being impaired in full in December 2024.
Amortisation in respect of joint ventures $1.2 million (June 2024: $1.0
million).
Amortisation in respect of software and development costs was $35.7 million
(June 2024: $41.2 million) and this largely relates to engineering
software.
The total depreciation charge in the first half of 2025 amounted to $53.4
million (June 2024: $59.3 million) and includes depreciation on right of use
assets of $36.9 million (June 2024: $41.9 million). Included in the
depreciation charge for the period is $2.2 million (June 2024: $7.0 million)
in respect of joint ventures.
Exceptional items
HY25 HY24
(restated)
$m $m
LSTK and large-scale EPC 2.7 47.5
Impairment of goodwill - 815.0
Redundancy and restructuring costs 6.5 12.1
Takeover related costs 2.8 5.5
Asbestos yield curve, costs, and charges 5.9 (6.8)
Gain on disposal (6.4) -
Advisor fees 41.2 -
Exceptional items included in continuing operations, before interest and tax 52.7 873.3
Unwinding of discount on asbestos provision 5.6 4.4
Tax (credit)/charge in relation to exceptional items (0.8) -
Exceptional items included in continuing operations, net of interest and tax 57.5 877.7
Exceptional items are those significant items which are separately disclosed
by virtue of their size or incidence to enable a full understanding of the
Group's financial performance.
The exceptional items for the period are discussed in more detail in Note 4 to
the interim financial statements. The largest exceptional item was advisor
fees in relation to the Sidara offer and lender discussions.
Exceptional items for HY24 have been restated (details can be found within the
Prior year accounting adjustments below).
Prior year accounting adjustments
On 7 November 2024, the Group announced that following the exceptional charges
recorded in its half year 2024 results, and in conjunction with the auditor's
ongoing work, the Board commissioned an Independent Review focused on the
reported positions in the Projects business unit, together with a high level
review of reported positions in other business units.
Adjustments were made to the reported position for the half year to 30 June
2024 in respect of expected credit losses, project centre balances, and
expected costs to complete reversing certain prior year positions. These
adjustments stemmed from misapplication of accounting standards, including
unsupported deviations from Group policy, optimistic assumptions and/or
insufficient evidence for key judgements, and pressure to uphold previously
reported positions.
The impacts of the prior half year adjustments from the investigation, review
of software service arrangements and revenue restatement on the half year 2024
income statement are reported below:
Revenue Exceptionals Adjusted EBIT Net assets
$m
$m $m $m
Previously reported June 2024 2,820.0 (965.8) 102.1 2,600.9
Cumulative impact at 1 January 2024 - - - (378.0)
Independent review
LSTK contracts and large scale EPC 24.0 92.5 - 92.5
Accounting for expected credit losses - - (21.0) (21.0)
Project centre items - - 12.0 12.0
Contract revenue adjustments - - (11.2) (11.2)
Management review / other
Principal versus agent (45.6) - - -
Derecognition of deferred tax asset - - - (18.5)
Other (1.7) - (1.3) 4.5
Restated June 2024 2,796.7 (873.3) 80.6 2,281.2
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 was 46.64% (2024: 212.42%). The HY24 tax
charge has been restated to reflect the full year 2024 effective tax rate
including joint ventures applied to the profits of consolidated entities,
reflecting the actual tax rate on joint ventures for the 2024 half year gives
rise to a lower tax rate than for the full year.
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 2025 are
withholding taxes suffered on which full double tax relief is not available,
current year losses not recognised and share based payment expenses in excess
of expected tax deductions.
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 decrease in the
effective tax rate for the first half of 2025 when compared to June 2024 is
largely a result of the impact of improved profit forecasts compared to the
actual results for 2024.
Adjusted tax charge
Our adjusted tax charge was $6.5 million (June 2024: $82.1 million),
representing an adjusted effective tax rate over 100% (June 2024: over 100%).
The high adjusted rates reflect a low level of adjusted profits before tax and
the factors identified above driving the level of the effective tax rate.
Earnings per share
Basic loss per share for the period was 11.0 cents (June 2024: 140.9 cents).
The decrease in loss per share mainly reflects a lower level of exceptional
item, which in HY24 included a goodwill impairment and LSTK and large-scale
EPC additional claims provisions.
Cash flow and net debt
The cash flow for the year is set out below and includes both continuing and
discontinued operations:
HY25 HY24 FY24
(Restated)
$m $m $m
Adjusted EBIT 63.4 80.6 81.2
Less share of joint venture adjusted EBIT (9.6) (21.4) (62.1)
Depreciation on right of use assets 40.8 41.9 90.5
Depreciation 10.4 10.4 21.4
Software amortisation 35.7 41.2 75.0
Purchase of property, plant, and equipment (4.3) (8.5) (18.6)
Purchase of intangible assets (41.6) (22.6) (74.1)
Proceeds from sale of property, plant, and equipment 1.7 2.8 4.3
Movement in provisions (9.2) (88.9) (46.7)
Other 16.7 (1.6) 17.6
Working capital (275.6) (9.6) 168.0
Adjusted cash (used in)/generated from operations (171.6) 24.3 256.5
Net finance paid (52.4) (55.0) (106.8)
Tax paid (31.5) (34.6) (79.3)
Dividends from joint ventures 11.7 13.7 21.0
Non-cash movement in leases (50.6) (36.6) (119.1)
Other (9.6) (3.6) (115.0)
Cash exceptionals (99.5) (75.2) (9.8)
Free cash flow (403.5) (167.0) (152.5)
Divestments 28.0 - 170.3
FX movements on cash and debt facilities (37.1) (1.0) (0.2)
Decrease/(increase) in net debt (412.6) (168.0) 17.6
Opening net debt (1,076.7) (1,094.3) (1,094.3)
Closing net debt (1,489.3) (1,262.3) (1,076.7)
As of 30 June 2025, the Group's principal debt facilities comprise a $1,200.0
million revolving credit facility (RCF); a $200.0 million term loan (Term
Loan); and $262.8 million of US private placement debt (USPPs and together
with the RCF and the Term Loan, the Existing Committed Debt Facilities). Each
of the Existing Committed Debt Facilities are treated as current liabilities
as at 30 June 2025. These facilities remain available to the Group at the date
of authorisation of these financial statements.
The RCF and the Term Loan mature in October 2026 and the USPPs mature in
various tranches from July 2026 through to July 2031, with 55% of the USPPs
maturing from 2027 as highlighted in note 18 the Group's 2024 Annual Report
and Accounts.
Closing net debt at 30 June 2025 including leases was $1,489.3 million
(December 2024: $1,076.7 million). The IFRS 16 lease liability balance as at
30 June 2025 was $416.0 million (December 2024: $393.1 million). All covenants
on the debt facilities are measured on a pre-IFRS 16 basis.
Closing net debt excluding leases as at 30 June 2025 was $1,073.3 million
(December 2024: $682.9 million). The monthly average net debt excluding leases
in H1 2025 was $1,138.1 million (December 2024: $1,043.3 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, and delays in making payments to suppliers.
Adjusted cash used in from operations decreased by $195.9 million, mainly due
to working capital outflows. The other movement of $16.7 million (June 2024:
$1.6 million) is principally comprised of non-cash movements through adjusted
EBIT including share based payments charges of $11.8 million (June 2024: $8.8
million) and foreign exchange of $4.2 million (June 2024: outflow $9.3
million).
There was a working capital outflow of $275.6 million (June 2024: outflow $9.6
million), principally comprised of an outflow in receivables of $188.0 million
and payables of $131.1 million.
Cash exceptionals were $99.5 million in HY25. These included $31 million
related to the Group's asbestos liabilities and $53 million of advisor fees.
The free cash outflow of $403.5 million (June 2024: $167.0 million outflow)
increased by $236.5 million mainly due to higher working capital outflows.
Covenants
The Group breached financial covenants under its borrowing facilities for
HY25. The breach has been remedied through covenant waivers of all historical
covenant waivers including HY25.
This breach partly reflects the reduction in adjusted EBITDA of $33 million in
the second half of 2024 as a result of the non-exceptional Independent Review
charges, as well as the impact of losses in two contracts across Consulting
and Operations that impacted both the second half of 2024 and first half of
2025. The covenant breach was also impacted by an increase in net debt of
around $150 million in the first half of 2025 as a result of the lack of
access to receivables financing in the period.
Net debt excluding leases to adjusted EBITDA (excluding the impact of IFRS 16)
at 30 June 2025 was 5.6 times on a covenant basis (December 2024: 3.33 times)
against our covenants of less than 3.5 times. This is calculated pre IFRS 16
as our covenants are calculated on a frozen GAAP basis.
Interest cover was 2.5 times on a covenant basis (December 2024: 2.4 times)
against our covenant of higher than 3.5 times.
As described in 2024 Annual report published on 30th October 2025, pursuant to
the Amendment and Extension, the Group is required to prepare its first
quarterly covenant testing for the net debt/EBITDA and interest cover
covenants on a rolling last twelve months basis as at 31 December 2025. The
covenant levels for net debt/EBITDA and interest cover covenants have been
reset, and a new minimum liquidity requirement covenant will be applicable
from the A&E Effective Date and until completion of the Acquisition.
For all three financial covenants, until completion of the Sidara Acquisition,
failure to satisfy covenant levels will trigger a requirement to consult with
the lenders. However, this will not result in an event of default under the
Amendment and Extension.
Summary balance sheet
HY25 HY24 FY24
(restated)
$m $m $m
Goodwill and intangible assets 1,929.3 3,393.0 1,903.9
Right of use assets 365.2 341.9 345.0
Other non-current assets 641.2 775.6 713.8
Trade and other receivables 1,287.5 1,543.9 1,140.3
Net held for sale assets and liabilities (excluding cash) 79.2 72.0 9.5
Trade and other payables (1,527.2) (1,721.6) (1,654.2)
Net debt excluding leases (1,073.1) (874.3) (680.5)
Lease liabilities (416.0) (388.0) (393.1)
Asbestos related litigation (282.3) (281.5) (305.7)
Provisions (179.8) (174.6) (187.3)
Other net liabilities (410.0) (405.2) (455.9)
Net assets 414.0 2,281.2 436.2
Net current liabilities (1,383.1) (174.1) (1,347.7)
Compared to 31 December 2024, Trade and other receivables increased to
$1,287.5 million largely to a lack of access to receivable financing in the
period and trade and other payables reduced to $1,527.2 million driven by a
combination of lower pass-through activity and a reduced level of accounts
payable management.
Investments in joint ventures reduced in the period due to a reclassification
to held for sale assets and liabilities of $79.2 million, being the carrying
value of the investment in the RWG (Repair & Overhauls) Limited joint
venture. The directors expect to complete a sale of the joint venture within
12 months of the balance sheet date. Net assets of $9.5 million related to
Kelcher Inc. were classified as held for sale at 31 December 2024. This sale
completed in April 2025, realising a $6.4 million gain on disposal.
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 $282.3 million (December 2024: $305.7 million).
The Group expects to have net cash outflows of around $49 million as a result
of asbestos liability indemnity and defence payments in excess of insurance
proceeds during 2025. 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 June 2025 were $179.8 million (December 2024: $187.3
million). Details of provisions are provided in note 10 to the Group interim
financial statements.
Contingent liabilities
Details of the Group's contingent liabilities are set out in note 15 to the
interim financial statements.
John Wood Group PLC
Interim Financial Statements
30 June 2025
Group income statement
for the six month period to 30 June 2025
Unaudited Interim June 2025 Unaudited Interim June 2024 Audited Full Year December 2024
(restated note 1)
Note Pre- exceptional items Exceptional items Total Pre- exceptional items Exceptional items Total Pre- exceptional items Exceptional items Total
(note 4)
$m
(note 4)
$m
$m
$m
$m
$m (note 4)
$m $m
$m
Continuing operations
Revenue 2,3 2,424.2 - 2,424.2 2,796.7 - 2,796.7 5,489.5 (333.1) 5,156.4
Cost of sales (2,062.2) (2.7) (2,064.9) (2,402.6) (47.5) (2,450.1) (4,752.6) - (4,752.6)
Gross profit 362.0 (2.7) 359.3 394.1 (47.5) 346.6 736.9 (333.1) 403.8
Administrative expenses (320.4) (50.0) (370.4) (361.2) (10.8) (372.0) (747.4) (153.5) (900.9)
Gain on disposal of businesses - - - - - - - 69.7 69.7
Impairment loss on trade receivables and contract assets - - - - - - (23.1) - (23.1)
Impairment of goodwill and intangible asset 4 - - - - (815.0) (815.0) - (2,214.8) (2,214.8)
Share of post-tax profit from joint ventures 6.5 - 6.5 12.4 - 12.4 41.7 (7.8) 33.9
Operating profit/(loss) 2 48.1 (52.7) (4.6) 45.3 (873.3) (828.0) 8.1 (2,639.5) (2,631.4)
Finance income 7.9 - 7.9 7.9 - 7.9 22.7 - 22.7
Finance expense (64.8) (5.6) (70.4) (65.0) (4.4) (69.4) (141.6) (11.1) (152.7)
Loss before tax from continuing operations (8.8) (58.3) (67.1) (11.8) (877.7) (889.5) (110.8) (2,650.6) (2,761.4)
Taxation 7 (5.4) 0.8 (4.6) (80.4) - (80.4) (29.1) 18.2 (10.9)
Loss from continuing operations (14.2) (57.5) (71.7) (92.2) (877.7) (969.9) (139.9) (2,632.4) (2,772.3)
Loss for the period (14.2) (57.5) (71.7) (92.2) (877.7) (969.9) (139.9) (2,632.4) (2,772.3)
(Loss)/profit attributable to:
Owners of the parent (18.3) (57.5) (75.8) (93.6) (877.7) (971.3) (145.6) (2,632.4) (2,778.0)
Non-controlling interests 4.1 - 4.1 1.4 - 1.4 5.7 - 5.7
(14.2) (57.5) (71.7) (92.2) (877.7) (969.9) (139.9) (2,632.4) (2,772.3)
Earnings per share (expressed in cents per share)
Basic 6 (11.0) (140.9) (402.5)
Diluted 6 (11.0) (140.9) (402.5)
The notes on pages 27 to 46 are an integral part of the interim financial
statements.
Group statement of comprehensive income
for the six month period to 30 June 2025
Unaudited Unaudited Audited
Interim
Full Year
Interim
December
June June
2024
2025 2024
(restated note 1)
$m $m $m
Loss for the period (71.7) (969.9) (2,772.3)
Other comprehensive income/(expense) from continuing operations
Items that will not be reclassified to profit or loss
Re-measurement gain / (loss) on retirement benefit schemes 8.1 (24.8) (50.6)
Movement in deferred tax relating to retirement benefit obligations (restated) (2.3) 47.9 16.6
Impact of change in tax rate applicable to the UK defined benefit scheme - - 40.3
Total items that will not be reclassified to profit or loss 5.8 23.1 6.3
Items that may be reclassified subsequently to profit or loss
Cash flow hedges 0.1 (1.3) (1.7)
Tax on derivative financial instruments - - (0.1)
Exchange movements on retranslation of foreign operations (restated) 41.4 (43.0) (76.8)
Total items that may be reclassified subsequently to profit or loss 41.5 (44.3) (78.6)
Other comprehensive income /(expense) from continuing operations for the 47.3 (21.2) (72.3)
period, net of tax
Total comprehensive expense for the period (24.4) (991.1) (2,844.6)
Total comprehensive (expense)/income for the period is attributable to:
Owners of the parent (28.5) (992.5) (2,850.3)
Non-controlling interests 4.1 1.4 5.7
(24.4) (991.1) (2,844.6)
The notes on pages 27 to 46 are an integral part of the interim financial
statements.
Group balance sheet
as at 30 June 2025
Unaudited Unaudited Audited
Interim
Full Year
Interim
June
June December
2025 2024 2024
(restated note 1)
Note $m $m $m
Assets
Non-current assets
Goodwill and other intangible assets 1,929.3 3,393.0 1,903.9
Property plant and equipment 57.2 61.8 62.3
Right of use assets 365.2 341.9 345.0
Investment in joint ventures 11 36.5 103.5 113.7
Other investments 53.1 50.5 50.0
Long term receivables 48.2 169.2 79.1
Retirement benefit scheme surplus 8 388.2 366.0 345.8
Deferred tax assets 58.0 24.6 62.9
2,935.7 4,510.5 2,962.7
Current assets
Inventories 7.8 14.8 8.4
Trade and other receivables 1,287.5 1,543.9 1,140.7
Financial assets 3.6 3.0 4.0
Income tax receivable 47.2 58.4 39.6
Assets held for sale 11 79.2 72.0 37.2
Cash and cash equivalents 13 495.9 474.2 458.1
1,921.2 2,166.3 1,688.0
Total assets 4,856.9 6,676.8 4,650.7
Liabilities
Current liabilities
Borrowings 13 1,569.0 297.1 1,138.6
Trade and other payables 1,527.2 1,721.6 1,654.2
Income tax liabilities 79.9 169.2 87.8
Lease liabilities 13 81.1 76.0 84.8
Provisions 10 47.1 76.5 42.6
Liabilities held for sale - - 27.7
3,304.3 2,340.4 3,035.7
Net current liabilities (1,383.1) (174.1) (1,347.7)
Non-current liabilities
Borrowings 13 - 1,051.4 -
Deferred tax liabilities 105.5 141.9 113.1
Retirement benefit scheme deficit 8 63.0 78.7 74.5
Lease liabilities 13 334.9 312.0 308.3
Other non-current liabilities 220.2 91.6 232.5
Asbestos related litigation 9 282.3 281.5 305.7
Provisions 10 132.7 98.1 144.7
1,138.6 2,055.2 1,178.8
Total liabilities 4,442.2 4,395.6 4,214.5
Net assets 414.0 2,281.2 436.2
Equity attributable to owners of the parent
Share capital 41.3 41.3 41.3
Share premium 63.9 63.9 63.9
Retained earnings (711.6) (2.6) (646.9)
Merger reserve 1,135.3 2,298.8 1,135.3
Other reserves (120.9) (128.2) (162.4)
Total equity attributable to owners of the parent 408.0 2,273.2 431.2
Non-controlling interests 6.0 8.0 5.0
Total equity 414.0 2,281.2 436.2
The notes on pages 27 to 46 are an integral part of the interim financial
statements.
Group statement of changes in equity
for the six month period to 30 June 2025
Note Equity attributable to owners
of the parent
$m Non-controlling interests
$m
Share Share Retained Merger Other
reserves
Capital Premium Earnings Reserve $m Total
$m $m $m $m
equity
$m
At 1 January 2024 (restated) 41.3 63.9 938.4 2,298.8 (83.9) 3,258.5 5.4 3,263.9
(Loss)/profit for the period - - (971.3) - - (971.3) 1.4 (969.9)
Other comprehensive income/(expense):
Re-measurement losses on retirement benefit schemes - - (24.8) - - (24.8) - (24.8)
Movement in deferred tax relating to retirement benefit schemes (restated) - - 47.9 - - 47.9 47.9
Cash flow hedges - - - - (1.3) (1.3) - (1.3)
Net exchange movements on retranslation of foreign currency operations - - - - (43.0) (43.0) - (43.0)
(restated)
Total comprehensive (expense)/income (restated) - - (948.2) - (44.3) (992.5) 1.4 (991.1)
Transactions with owners:
Dividends paid 5 - - - - - - (0.4) (0.4)
Share based charges - - 8.8 - - 8.8 - 8.8
Purchase of company shares by Employee Share Trust for the Share Incentive - - (1.6) - - (1.6) - (1.6)
Plan (SIP)
Transactions with non-controlling interests - - - - - - 1.6 1.6
At 30 June 2024 (restated) 41.3 63.9 (2.6) 2,298.8 (128.2) 2,273.2 8.0 2,281.2
At 1 January 2025 41.3 63.9 (646.9) 1,135.3 (162.4) 431.2 5.0 436.2
(Loss)/profit for the period - - (75.8) - - (75.8) 4.1 (71.7)
Other comprehensive income/(expense):
Re-measurement gains on retirement benefit schemes - - 8.1 - - 8.1 - 8.1
Movement in deferred tax relating to retirement benefit schemes - - (2.3) - - (2.3) - (2.3)
Cash flow hedges - - - - 0.1 0.1 - 0.1
Net exchange movements on retranslation of foreign currency operations - - - - 41.4 41.4 - 41.4
Total comprehensive (expense)/income - - (70.0) - 41.5 (28.5) 4.1 (24.4)
Transactions with owners:
Dividends paid 5 - - - - - - (3.1) (3.1)
Share based charges - - 11.8 - - 11.8 - 11.8
Purchase of company shares by Employee Share Trust for the Share Incentive - - (6.5) - - (6.5) - (6.5)
Plan (SIP)
At 30 June 2025 41.3 63.9 (711.6) 1,135.3 (120.9) 408.0 6.0 414.0
The figures presented in the above tables are unaudited.
Other reserves include the capital redemption reserve, capital reduction
reserve, currency translation reserve and the hedging reserve.
The notes on pages 27 to 46 are an integral part of the interim financial
statements.
Group cash flow statement
for the six month period to 30 June 2025
Unaudited Unaudited Audited
Interim
Interim
Full Year
June 2024 (restated)
June 2025 Dec 2024
Note $m $m $m
Reconciliation of loss to cash generated used in operations:
Loss for the period (71.7) (969.9) (2,772.3)
Adjustments:
Depreciation 10.4 10.4 21.4
Depreciation on right of use assets 40.8 41.9 90.5
Gain on disposal of leases - - (2.6)
Gain/(loss) on disposal of property plant and equipment 0.8 (1.1) (2.0)
Impairment of goodwill and intangible assets 4 - 815.0 2,214.8
Gain on disposal of investment in joint ventures - - (63.9)
Amortisation of intangible assets 47.9 67.5 127.7
Share of post-tax profit from joint ventures (6.5) (12.4) (33.9)
Gain on disposal of business (6.4) - (5.8)
Net finance costs 62.5 61.5 130.0
Share based charges 11.7 8.8 25.8
Decrease in provisions and employee benefits (34.9) (113.5) (88.7)
Dividends from joint ventures 11.7 13.7 21.0
Other exceptional items - non-cash impact 9.1 45.4 444.8
Tax charge 7 4.6 80.4 10.9
Changes in working capital (excluding effect of divestment of subsidiaries)
Decrease in inventories 1.2 0.4 3.0
(Increase) / decrease in receivables (188.0) (58.4) 342.0
(Decrease) / increase in payables (112.4) 10.7 (212.4)
Exchange movements 4.2 (9.3) (3.5)
Cash (used in)/ generated from operations (215.0) (8.9) 246.8
Tax paid (31.5) (34.6) (79.3)
Net cash (used in)/generated from operating activities (246.5) (43.5) 167.5
Cash flows from investing activities
Disposal of businesses (net of cash disposed and tax paid) 28.0 - 26.5
Proceeds from disposal of investment in joint ventures - - 143.8
Purchase of property plant and equipment (4.3) (8.5) (18.6)
Proceeds from sale of property plant and equipment 1.7 2.8 4.3
Purchase of intangible assets (41.6) (22.6) (74.1)
Interest received 0.8 0.8 7.8
Net cash used in investing activities (15.4) (27.5) 89.7
Group cash flow statement (continued)
for the six month period to 30 June 2025
Cash flows from financing activities
Proceeds/(repayment) of short-term borrowings 13 471.4 (28.0) (185.4)
Proceeds from long-term borrowings 13 - 235.5 189.7
Payment of lease liabilities (restated) 13 (52.8) (44.7) (110.9)
Transactions with Employee Share Trust (6.5) (1.6) (4.1)
Interest paid (53.2) (55.8) (114.6)
Dividends paid to non-controlling interests (3.1) (0.4) (3.0)
Net cash generated from/(used in) financing activities 355.8 105.0 (228.3)
Net increase in cash and cash equivalents 13 93.9 34.0 28.8
Effect of exchange rate changes on cash and cash equivalents 13 (56.1) 6.2 (4.7)
Opening cash and cash equivalents 458.1 434.0 434.0
Closing cash and cash equivalents 495.9 474.2 458.1
The notes on pages 27 to 46 are an integral part of the interim financial
statements.
Notes to the interim financial statements
for the six month period to 30 June 2025
1. Basis of preparation
This condensed set of financial statements for the six months ended 30 June
2025 have been prepared in accordance with IAS 34 Interim Financial Reporting
as adopted for use in the UK. The interim report and condensed consolidated
financial statements should be read in conjunction with the Group's 2024
Annual Report and Accounts which have been prepared in accordance with
UK-adopted international accounting standards and delivered to the Registrar
of Companies.
As required by the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the interim report and condensed consolidated financial
statements have been prepared applying the accounting policies that were
applied in the preparation of the Group's Annual Report and Accounts for the
year ended 31 December 2024. The interim report and condensed consolidated
financial statements do not comprise statutory accounts within the meaning of
section 434 of the Companies Act 2006.
The results for the six months to 30 June 2025 and the comparative results for
the six months to 30 June 2024 are unaudited and have not been reviewed by the
auditors. The comparative figures for the year ended 31 December 2024 do not
constitute the statutory financial statements for that year.
The interim condensed financial statements were approved by the board of
directors on 30 October 2025.
Going concern
The directors have undertaken a rigorous assessment of going concern and
liquidity from the date of approval of these financial statements to 31
December 2026 (the going concern period), which includes financial forecasts
to reflect severe, but plausible downside scenarios ("SBPD"). The directors
have considered as part of this assessment the impact of the events that have
happened post balance sheet (see Note 38 of the Group's 2024 Annual Report and
Accounts) and up to the date of issue of these financial statements. To
satisfy themselves whether the Group have adequate resources for the going
concern assessment period, the directors have reviewed the Group's intended
refinancing (see Amendment and Extension below), existing debt levels; the
forecast compliance with debt covenants; the Group's forecast liquidity; and
the impact of the key uncertainties and sensitivities on the Group's future
performance and funding requirements.
Group's existing debt levels
As of 30 June 2025, the Group's principal debt facilities comprise a $1,200.0m
revolving credit facility (the "RCF"); a $200.0m term loan (the "Term Loan");
and $262.8m of US private placement debt (the "USPPs" and together with the
RCF and the TL, the "Existing Committed Debt Facilities"). The Group has
obtained waivers from its creditors under the Existing Committed Debt
Facilities in respect of non-compliance with financial covenants as at the
balance sheet date and its historical non-compliance (including in respect of
the financial year ended 31 December 2024 and earlier) and certain related
undertakings. Each of the Existing Committed Debt Facilities are treated as
current liabilities as at 30 June 2025. These facilities remain available to
the Group at the date of authorisation of these financial statements.
The RCF and the Term Loan mature in October 2026 and the USPPs mature in
various tranches from July 2026 through to July 2031, with 55% of the USPPs
maturing from 2027 as highlighted in note 18 the Group's 2024 Annual Report
and Accounts, although the maturity dates are being amended as part of the
amendment and extension of Group's debt facilities as noted below.
The Group has continued to service its debt in full to date with payments of
interest and capital made on all facilities. However, given the upcoming debt
maturities, the Group has been actively considering options for its
refinancing. The Group has also relied on around $1.7bn of uncommitted
facilities including guarantees, bonding and receivables financing lines as
well as a variety of bilateral and overdraft arrangements. A number of these
facilities have been subject to various restrictions as to their use and in
some cases are not fully available to the Group prior to the Amendment and
Extension effective date (see Note 38, Group 2024 Annual Report and Accounts)
which materially reduced the Group's liquidity headroom during 2025 compared
with prior periods. These restrictions also added stress on normal trading
activities of the Group including inability to provide performance
bonds.
Amendment and Extension
As announced on 29 August 2025 (the "Announcement"), the Company has now
agreed the terms and conditions of a recommended cash acquisition by Sidara
Limited (an entity controlled by Sidara) for the entire issued, and to be
issued, ordinary share capital of the Company (the "Acquisition") for 30 pence
in cash for each share in the Company as part of a holistic solution designed
to provide financial stability to the Company that includes (among other
things): (i) Sidara providing $450 million of funding to the Company; (ii) the
Company having agreed a conditional extension to 20 October 2028 of, and
certain other amendments to, the Existing Committed Debt Facilities with the
consent of its lenders (the "Amendment and Extension"); and (iii) additional
bonding facilities for the Company. See PBSE (note 38, Group 2024 Annual
Report and Accounts).
The completion of the recommended Acquisition is subject to, among other
things, approval by the requisite majority of Wood shareholders, the
sanction of the Scheme by the Court and the receipt of certain antitrust and
other regulatory approvals and as such there is no certainty with respect to
the timing or completion of the Acquisition. In turn, the availability of the
Amendment and Extension agreement is subject to the completion of the
Acquisition.
Approval of the recommended Acquisition by Wood shareholders will trigger the
following refinancing package:
· Sidara has agreed to provide funding of $450 million to the
Company. Of this, $250 million will be available to draw conditional upon,
among other things, the Company's shareholders approving the Acquisition at
the Company's upcoming shareholder meetings being held in connection with the
Acquisition (the "Meetings") (the "Sidara Interim Funding"), and a further
$200 million will be available upon completion of the Acquisition (the "Sidara
Completion Funding"). The Sidara Interim Funding is to be used for general
corporate purposes (which includes repayments of other borrowings, other than
where that debt has been accelerated);
· The implementation of the terms of the Amendment and Extension,
to the Existing Committed Debt Facilities resulting in an extension of their
term to 20 October 2028 along with certain other amendments to be implemented
following the Meetings:
· the Company has agreed the terms of:
o a committed $200 million New Money Facility which will become effective at
the same time as the Amendment and Extension (and which will be used to
refinance a $60m drawn facility in full) and the proceeds of which will solely
be used to support the issuance performance, bid, surety or similar bonds,
letters of credit or guarantees issued by an issuing bank; and
o a committed Existing Guarantee Facility of approximately $400 million,
governing certain existing guarantees issued under the Company's uncommitted
bilateral arrangements, which will become effective at the same time as the
Amendment and Extension; and
o a comprehensive collateral package comprising guarantees and, where
practicable, all asset security which is intended to provide lenders with
claims against substantially the whole of the value of the Group in favour of:
(i) the lenders under the Existing Committed Debt Facilities, the New Money
Facility and the Existing Guarantee Facility; (ii) Sidara; and (iii) certain
other lenders, which will become effective at the same time as the Amendment
and Extension.
If the conditions to the Acquisition are not satisfied at any point or the
Acquisition terminates or lapses for any reason, the amendments to the
Existing Committed Debt Facilities to be made pursuant to the Stable Platform
will take effect (see PBSE note 38, Group 2024 Annual Report and Accounts). In
that case, the Company would be obliged to agree a recapitalisation plan under
the Stable Platform with its creditors within 30 days. The Board has
considered a number of alternate recapitalisation plans which could be applied
in this circumstance including the disposal of further assets and the raising
of additional equity and/or debt. However, the Board recognises that the exact
nature of the recapitalisation plan will depend on the factors giving rise to
the Stable Platform being triggered and may include restructuring of the Group
and business disposals that would be reliant on receipt of creditor approval
in order to avoid a default under its facilities. There can be no certainty
that such a plan would be approved. In addition, the Group would be subject to
tighter undertakings and covenants, restrictions on use of net disposals
proceeds, and New Money Facility and Existing Guarantee Facility would each be
draw-stopped. Accordingly, there can be no certainty that the Group will
continue in it's current form and / or that sufficient, appropriate funding
will be available.
Forecast compliance with debt covenants
As described above, the Group obtained waivers from its creditors under the
Existing Committed Debt Facilities in respect of, non-compliance with
financial covenants as at 30 June 2025, as at the balance sheet date and prior
periods (including in respect of the financial year ended 31 December 2023 and
earlier) and certain related undertakings.
The temporary waivers provided under Wood's Existing Committed Debt Facilities
are intended to be granted on a permanent basis as part of the Amendment and
Extension (but will terminate if the Amendment and Extension does not become
effective with the Stable Platform requirements as set out being applied).
Pursuant to the Amendment and Extension, the Group is required to prepare its
first quarterly covenant testing for the net debt/EBITDA and interest cover
covenants (see table below) on a rolling last twelve months basis as at 31
December 2025.
The Sidara Interim Funding and interest charge thereon will be included in the
covenant calculations until the date of completion of the Acquisition, at
which point the full $450m of Sidara funding and interest thereon will be
excluded from the financial covenant calculations. Additionally, pursuant to
the Amendment and Extension, a new minimum liquidity requirement covenant will
be applicable from the A&E Effective Date and until completion of the
Acquisition. Under this covenant, the Group undertakes to procure that
liquidity and forecast liquidity (includes readily accessible cash and undrawn
RCF) in respect of each relevant week shall not be less than $100m.
For all three financial covenants, until completion of the Acquisition,
failure to satisfy covenant levels will trigger a requirement to consult with
the lenders. However, this will not result in an event of default under the
Amendment and Extension. The going concern assessment assumes that completion
of the Acquisition is in September 2026. In a SBPD scenario, there is an
assumption that completion delays by one month and is in October 2026.
The base case forecasts have been prepared on the assumption that shareholders
approve the Acquisition at the Meetings and subsequently the Amendment and
Extension is fully executed. In the SBPD scenario, this is delayed by one
month.
Base case forecast covenant results:
An assessment of the Group's forward-looking financial covenant compliance has
been made against the Base Case forecast. The Base Case forecast has been
prepared on the latest Board approved forecasts, adjusted for a number of
significant changes since the approval of those forecasts. Base case forecasts
assume an improvement to current trading in the going concern period. This is
predicated on stabilisation of Group's capital position including access to
full bonding and guarantee facilities following the shareholder approval of
the Acquisition, and management committing to take certain transformative
actions to improve the Group's competitiveness and margin. These
transformative actions, still at the early stages, are estimated to deliver in
excess of $60m in-year EBITDA improvement, at a one-time cost of $32m. A
series of risks and uncertainties have also been considered as part of the
base case forecast.
All three financial covenants are forecast to pass with sufficient headroom
across the going concern period in the base case scenario.
Forecast covenant results in SBPD scenario:
The Group has modelled the impact in a SBPD scenario based on the latest
forecast to test the Group's ability to withstand potential downside shocks
(being risks in excess of the identified business as usual risks included in
the Base Case above). These potential risks have been identified following a
bottom-up granular exercise conducted with each of the Business Units, and a
consideration of the Group's current overall operating environment and
circumstances. The key risks phased monthly and modelled in the SBPD Case
included:
· Risks in relation to trading and working capital performance;
· Risks in relation to delivery of targeted transformative actions;
· Risks in respect of additional settlement of the outstanding
claims;
· Risks that completion of disposals of Group's North America
T&D business and 50% stake in RWG joint venture are delayed;
· Risks that receipt of Sidara Interim Funding and Sidara
Post-Completion Funding are delayed;
These risks have been applied throughout the forecast period, and in parallel,
a detailed list of potential mitigating items has been identified with the
Business Units at the Group level and assessed for potential cashflow
benefits, timings and P&L impacts (for covenant considerations) together
with time and ease to implement and overall attractiveness. Risks applied net
of mitigants account for 22% of base forecast EBITDA and result in up to 37%
reduced liquidity headroom across the going concern period.
In addition to the risks reflected in the SBPD, there are contingent
liabilities (Note 35, Group 2024 Annual Report and Accounts) that may give
rise to losses and cash outflows during the going concern period. In
particular as disclosed in that note, the contingent liability in respect of
the ongoing FCA investigation is considered probable to result in an outflow,
but the amount and timing cannot be reliably estimated. These have not been
factored into the SBPD scenario as it is either highly unlikely that any cash
outflow will be in the going concern period or that an outflow can not be
reliably estimated. However Management believes there to be sufficient
headroom in the financial covenants in case there is an outflow during the
going concern period.
Financial covenants SBPD scenario
$m Dec25 Mar26 Jun Sep26 Dec26
26
Net debt / EBITDA 5.32 4.88 4.75 4.66 2.73
Covenant threshold 5.50 5.50 5.25 5.00 4.50
EBITDA headroom ($m) 8 28 24 20 125
EBITDA headroom % 3% 11% 10% 7% 39%
Interest cover 2.80 2.45 2.44 2.74 3.06
Covenant threshold 2.00 2.00 2.00 2.25 2.50
EBITA headroom ($m) 64 40 41 49 54
EBITA headroom % 29% 18% 18% 18% 18%
Minimum liquidity headroom ($m) 196 373 392 280 489
Covenant threshold ($m) 100 100 100 100 N/A
Due to the quarterly covenant testing requirements, there is an inherent
timing risk associated with profits, losses and large project related client
receipts. Therefore, there is a risk that should the SBPD scenario outlined
materialise, there may be temporary non-compliance with covenants. Such
non-compliance post completion of the Transaction could lead to an event of
default. The Group will continue to actively manage its cash flow to mitigate
this risk and operate within the terms of the facilities. As discussed above,
for all three financial covenants, until completion of the Acquisition,
failure to satisfy covenant levels will trigger a requirement to consult with
the lenders. However, this will not result in an event of default.
Liquidity
The Group has performed a robust assessment of its liquidity profile over the
forecast period, particularly in light of the lenders partially restricting
the use of the Group's $1.7bn of uncommitted borrowing facilities as described
further above. The liquidity headroom is positive throughout the forecast
period. In the SBPD scenario, which considers the additional key risks as
described above, the Group continues to show positive headroom throughout the
going concern period (as shown in the table above). The lowest liquidity
headroom across the going concern period is $85m in October 2025. In the SBPD
scenario, risks including delays in receipt of proceeds from planned disposals
and delay in receipt of Sidara Interim Funding have been factored in. Any
additional delays could put significant pressure on short term liquidity. In
case of such a delay, management will take working capital actions to manage
short term liquidity.
In addition to the risks reflected in the SBPD, there are contingent
liabilities (Note 35, Group 2024 Annual Report and Accounts) that may give
rise to losses and cash outflows during the going concern period. In
particular as disclosed in that note, the contingent liability in respect of
the ongoing FCA investigation is considered probable to result in an outflow,
but the amount and timing cannot be reliably estimated. These have not been
factored into the SBPD scenario as it is either highly unlikely that any cash
outflow will be in the going concern period or that an outflow can not be
reliably estimated. However Management believes there to be sufficient
headroom in the financial covenants in case there is an outflow during the
going concern period.
Material uncertainty
As described above, completion of the Acquisition and, in turn, the associated
changes to the Group's available funding is uncertain and the Group has
therefore considered the uncertainties that might exist under: (i) a scenario
where the Acquisition proceeds as planned; and (ii) a scenario where the
Acquisition does not proceed and the Stable Platform Amendments take effect.
Assuming the Acquisition completes, the liquidity headroom is positive
throughout the forecast period, both under the base forecast and the SBPD
scenario. Additionally, the financial covenants will remain satisfied during
the forecast period in the base forecast and SBPD scenario. As disclosed in
the table above, the headroom in the SBPD scenario is narrow in certain
instances with net debt/EBITDA headroom below 10% at December 2025 and
September 2026. However, any breaches of financial covenants up to the date of
completion of the Acquisition will require consultation with the lenders but
will not result in an event of default. Following completion of the
Acquisition, the timing of which is uncertain, revised covenants become
applicable and any breach thereof would constitute an event of default
requiring negotiation with the lenders. Forecasts indicate that the Group
will remain compliant with those revised covenants though headroom is not
large.
As noted above, the successful completion of the Acquisition and associated
changes to available funding are subject to a number of uncertainties that are
not in the Group's control, including: approval by the requisite number of
shareholders at the Meetings, sanction by the court, and certain regulatory
and antitrust approvals.
If the Acquisition conditions are not satisfied or the Acquisition does not
complete, the Stable Platform arrangements will become effective. In that
case, the Company would be obliged to agree a recapitalisation plan under the
Stable Platform with its creditors within 30 days. That plan may include
restructuring of the Group and business disposals that are reliant on receipt
of creditor approval in order to avoid a default under its facilities.
Additionally, there is no sufficient detail surrounding the business disposals
as there are too many variables to consider at this point, including the
timing at which point the Stable Platform is triggered, how far internal
transformation programs have been implemented, the scope of potential
acquirers at the time of disposal and the extent of carve-up of the Group
required to execute this. The availability of sufficient liquidity and
necessary facilities in this scenario is uncertain. Based on this there is
uncertainty with respect to the continued availability of sufficient,
appropriate funding.
Additionally, whilst Sidara have stated its intention for Wood Group to
continue in its current form, there can be no certainty as to what Sidara will
decide on the future operations or structure of the Group. Whilst the
directors consider the likelihood of any significant change in these respects
by Sidara during the going concern period to be limited, this is beyond the
directors' control.
Accordingly, the directors have identified a material uncertainty concerning
the completion of the Acquisition, Sidara's plans for future operations and in
the absence of the successful completion of the acquisition the continued
availability of sufficient, appropriate funding that may cast significant
doubt about the Group's and the Company's ability to continue as a going
concern and, therefore, the Group and the Company may be unable to realise
their assets and discharge their liabilities in the normal course of business.
This material uncertainty is referenced in the external auditor's Independent
Audit Report, Group 2024 Annual Report and Accounts.
Notwithstanding the material uncertainty explained above, taking account of
all the factors explained in this statement, the directors have formed the
judgement that it is appropriate to prepare the financial statements on the
going concern basis. The financial statements therefore do not include the
adjustments that would result if the Group and the Company were unable to
continue as a going concern.
Significant accounting policies
The Group's significant accounting policies adopted in the preparation of
these financial statements are set out in the Group's 2024 Annual Report.
These policies have been consistently applied to all the periods presented.
Judgements and Estimates
In preparing these interim condensed financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty are the same as those applied to the
consolidated financial statements for the year ended 31 December 2024.
Functional currency
The Group's earnings stream is primarily US dollars and the principal
functional currency is the US dollar, being the most representative currency
of the Group. The Group's financial statements are therefore prepared in US
dollars.
The following exchange rates have been used in the preparation of these
accounts:
June 2025 June 2024 December 2024
Average rate £1 = $ 1.2972 1.2649 1.2781
Closing rate £1 = $ 1.3704 1.2641 1.2523
Disclosure of impact of new and future accounting standards
No new standards became effective in the period.
Restatement of June 2024 Income Statement and Balance Sheet
On 7 November 2024, the Group announced that following the exceptional charges
recorded in its half year 2024 results, and in conjunction with the auditors
ongoing work, the Board commissioned an independent review (the "Independent
Review") focused on the reported positions in the Projects business unit,
together with a high level review of reported positions in other business
units. The Independent Review resulted in the following overall findings:
· Issues identified in a limited number of contracts in the
Projects business, particularly in relation to legacy lump sum turnkey
("LSTK") projects including the application of relevant accounting standards
affecting both the recognition, measurement and presentation of amounts; and
· Gaps and deficiencies within the applications of controls which
relate to the monitoring and reporting of project positions within the
Projects business unit.
These findings identified income statement and balance sheet errors including
revenue, cost of sales and administrative expenses together with the
associated balance sheet position at 30 June 2024. Further details of the
nature of the restatements can be found in the Group's 2024 Annual Report and
Accounts, Accounting Policies.
The table below reconciles the amounts on the reported income statement and
balance sheet to the restated figures now included as comparatives.
Financial statement line item June June June
2024 2024 2024
as reported PYA restated
$m $m $m
Revenue 2,820.0 (23.3) 2,796.7
Cost of sales (2,539.5) 92.9 (2,446.6)
Administration expenses (372.1) (3.4) (375.5)
Impairment loss on trade receivables and contract assets (4.8) 4.8 -
Impairment of goodwill (815.0) - (815.0)
Share of post-tax profit from joint ventures 12.4 - 12.4
Operating profit/(loss) (899) 71.0 (828.0)
Finance income 7.9 - 7.9
Finance expense (70.6) 1.2 (69.4)
Taxation (21.6) (58.8) (80.4)
Loss for the year from continuing operations (983.3) 13.4 (969.9)
Earnings per share (basic and diluted) (142.9) 2.0 (140.9)
Goodwill and intangible assets 3,446.3 (53.3) 3,393.0
Right of use assets 346.9 (5.0) 341.9
Long term receivables 202.3 (33.1) 169.2
Deferred tax assets 48.1 (23.5) 24.6
Trade and other receivables 1,643.6 (99.7) 1,543.9
Income tax receivable 54.9 3.5 58.4
Cash and cash equivalent 472.4 1.8 474.2
Trade and other payables 1,730.8 (9.2) 1,721.6
Income tax liabilities 109.3 59.9 169.2
Provisions 89.4 (12.9) 76.5
Deferred tax liabilities 65.2 76.7 141.9
Other non-current liabilities 88.7 2.9 91.6
Non-current provisions 105.2 (7.1) 98.1
Retained earnings 318.2 (320.8) (2.6)
Other reserves (129.3) 1.1 (128.2)
2. Segmental reporting
During the half year, the Group monitored activity and performance through
four operating segments; Projects, Operations, Consulting and Investment
Services ('IVS'). The Consulting business provides technical consulting,
digital consulting and energy asset including the provision of decarbonisation
and digital solutions. The Projects business mainly provides complex
engineering design and project management across energy and materials markets,
including oil and gas, metal and minerals and life sciences. The Operations
business manages and optimises customer assets including decarbonisation,
maintenance, modifications, brownfield engineering and asset management
through to decommissioning. Investment Services manages a number of legacy
activities and includes the Group's Turbines joint ventures, including Ethos
Energy which was disposed of in December 2024 and activities in industrial
power and heavy civil engineering.
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. The Chief Executive measures the operating performance of
these segments using 'Adjusted EBIT' (Earnings before interest and tax).
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.
Reportable operating segments
Revenue Adjusted EBIT ((1)) Operating profit
Unaudited Unaudited Audited Unaudited Unaudited Audited Unaudited Unaudited Audited
Interim Interim Full Interim Interim Full Interim Interim F
u
l
l
June June Year June June Year June June Y
e
a
r
2025 2024 2024 2025 2024 (restated) 2024 2025 2024 (restated) 2
0
(restated) 2
4
)
$m $m $m $m $m $m $m $m $m
Projects 883.5 1,037.0 2,003.0 54.5 30.4 37.8 41.3 (846.8) (1,836.1)
Operations 1,123.2 1,343.7 2,542.4 45.7 66.5 93.8 40.4 57.0 (222.5)
Consulting 286.3 300.2 659.7 17.5 23.8 19.8 13.6 19.2 (161.1)
Investment Services 131.2 115.8 284.4 2.7 11.9 43.5 1.1 4.1 (149.6)
Central costs ((2)) - - - (57.0) (52.0) (113.7) (101.0) (61.5) (262.1)
Total Group 2,424.2 2,796.7 5,489.5 63.4 80.6 81.2 (4.6) (828.0) (2,631.4)
Finance income 7.9 7.9 22.7
Finance expense (70.4) (69.4) (152.7)
Loss before taxation (67.1) (889.5) (2,761.4)
Taxation (4.6) (80.4) (10.9)
Loss for the period (71.7) (969.9) (2,772.3)
Notes
1. A reconciliation of operating profit/(loss) to Adjusted EBIT is
provided in the table below. Adjusted EBIT is provided as it is a unit of
measurement used by the Group in the management of its business. Adjusted
EBIT is stated before exceptional items (see note 4).
2. Central includes the costs of certain Group management personnel,
along with an element of Group infrastructure costs.
3. Revenue excludes the impact of exceptional items disclosed on the
face of the income statement of December 2024: $333.1m which is in respect of
Aegis and the LSTK and large-scale EPC business segment (see note 4).
Reconciliation of Alternative Performance Measures
Unaudited Unaudited Audited
Interim
Interim
Full Year
June 2025 June 2024 (restated)
December 2024
$m $m $m
Operating loss per income statement (4.6) (828.0) (2,631.4)
Share of joint venture finance expense and tax 3.1 9.0 20.4
Exceptional items (note 4) 52.7 58.3 424.7
Impairment of goodwill and intangible assets (note 4) - 815.0 2,214.8
Amortisation - intangible assets from acquisitions 12.2 26.3 52.7
Adjusted EBIT (continuing operations) 63.4 80.6 81.2
Adjusted EBIT Operating profit
Analysis of joint venture profits by segment
Unaudited Unaudited Audited Unaudited Unaudited Audited
Interim Interim Full Interim Interim Full
June June Year June June Year
2025 2024 (restated) 2024 2025 2024 (restated) 2024
$m $m $m $m $m $m
Projects 0.5 0.8 2.1 0.5 0.8 2.1
Operations 2.8 5.4 11.4 2.8 5.4 11.4
Investment Services 6.4 15.2 48.6 6.4 15.2 40.8
Total 9.7 21.4 62.1 9.7 21.4 54.3
3. Revenue
In the following table, revenue is disaggregated by primary geographical
market and major service line. The tables provided below analyses total
revenue excluding our share of joint venture revenue).
Projects Projects Operations Operations Consulting Consulting IVS IVS Total Total
Primary geographical market Unaudited Interim June 2025 Unaudited Interim June 2024 (restated) Unaudited Interim June 2025 Unaudited Interim Unaudited Interim June 2025 Unaudited Interim Unaudited Interim Unaudited Interim June 2024 Unaudited Interim June 2025 Unaudited Interim
June 2024 June 2024 June 2025 June 2024 (restated)
$m $m $m $m $m $m $m $m $m $m
US 254.7 290.5 179.1 1691.6 79.2 118.1 92.6 89.0 605.6 689.2
Europe 125.3 189.3 490.1 482.2 91.4 85.9 38.6 26.8 745.4 784.2
Rest of the world 503.5 557.2 454.0 669.9 11 96.2 - - 1,073.2 1,323.3
Revenue 883.5 1,037.0 1,123.2 1,343.7 286.3 300.2 131.2 115.8 2,424.2 2,796.7
Major service lines
Energy
Oil & Gas 456.8 441.8 958.8 1,153.1 177.3 1854.5 8.0 2.2 1,600.9 1,751.6
Power, Renewables, Hydrogen and Carbon Capture 46.9 64.5 58.8 46.4 48.9 38.5 38.7 34.6 193.3 184.0
Materials
Refining & Chemicals 215.0 375.4 85.6 121.7 38.3 26.3 45.9 20.2 384.8 543.6
Minerals, Processing and Life Sciences 124.8 128.7 8.8 8.4 0.9 1.5 - - 134.5 138.6
Other
Built Environment - - 2.2 7.1 12.7 13.8 38.6 58.8 53.5 79.7
Industrial Processes and other 40.0 26.6 9.0 7.0 8.2 65.6 - - 57.2 99.2
Revenue 883.5 1,037.0 1,123.2 1,343.7 286.3 300.2 131.2 115.8 2,424.2 2,796.7
Sustainable solutions 196.7 243.9 162.6 199.6 84.1 62.8 38.7 34.6 482.1 540.9
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.
For the 6 months to 30 June 2025, 81% (June 2024: 80%) of the Group's total
revenue came from reimbursable contracts and 19% (June 2024: 20%) from lump
sum contracts. The calculation of revenue from lump sum contracts is based on
estimates and the amount recognised could increase or decrease.
Contract balances
The following table provides a summary of receivables, contract assets and
liabilities arising from the Group's contracts with customers:
Unaudited Unaudited Audited
Interim Interim Full Year
June 2025 June 2024 (restated) December 2024
$m $m $m
Trade receivables 615.6 661.4 503.0
Non-current contract assets 12.1 140.3 39.6
Gross amounts due from customers 379.1 469.9 337.4
Gross amounts due to customers (308.8) (118.8) (264.1)
698.0 1,152.8 615.9
As at 30 June 2025, the Group had received $4.0m (June 2024: $198.9m) of cash
relating to non-recourse financing arrangements with its banks. An equivalent
amount of trade receivables was derecognised on receipt of the cash. The
reduction is due to the uncommitted receivables facilities being wound down.
Aegis Poland
This legacy AFW project involved the construction by Wood Programs Inc. (WPI)
of various buildings to house the Aegis Ashore anti-missile defence facility
for the United States Army Corps of Engineers ('USACE'). WPI's construction
scope is now complete, and the facilities were formally handed over to USACE
in July 2023. The corresponding warranty period for the facilities ended in
July 2024 without any outstanding warranty or alleged defect claims at issue.
Revenue has been recognised under IFRS 15, excluding variable consideration
(claims, change orders and liquidated damages) due to uncertainty. Management
has assessed that submitted claims and retention balances do not meet the
"highly probable" threshold and have therefore been excluded from revenue. As
of 30 June 2025, $188m of certified claims had been submitted in accordance
with the applicable Contract and Contract Disputes Act and we continue to
progress further claims which could be material (December 2024: $190m).
A reduction in the contracts revenue has been fully recognized in the
financial statements ending 31 December 2024. The ultimate financial outcome
remains subject to change and may be materially different from current
estimates, depending on the resolution of negotiations, legal proceedings, and
the final determination of claims and LDs.
Further details can be found in the Group's 2024 Annual Report and Accounts in
Note 2
4. 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.
Unaudited Unaudited Audited
Interim
Interim
Full Year
June 2025 June 2024 (restated)
December 2024
$m $m $m
Revenue
LSTK and large-scale EPC - - 66.5
Aegis - - 266.6
Operating profit
Redundancy, restructuring and integration costs 6.5 12.1 53.8
SaaS implementation costs and IT exceptionals - - 4.8
Takeover related costs 2.8 5.5 2.6
Asbestos yield curve, costs and charges 5.9 (6.8) 32.6
Independent review costs and charges - - 28.8
Legacy contraction risk - - 15.7
Hexagon payroll taxes - - 15.2
Advisor fees 41.2 - -
Gain on disposal (6.4) - (61.9)
LSTK and large-scale EPC 2.7 47.5 -
Impairment of goodwill and intangibles assets - 815.0 2,214.8
Exceptional items included in continuing operations, before interest and tax 52.7 873.3 2,639.5
Unwinding of discount on asbestos provision 5.6 4.4 11.1
Tax credit in relation to exceptional items (0.8) - (15.6)
Release of uncertain tax provision - - (2.6)
Exceptional items included in continuing operations, net of interest and tax 57.5 877.7 2,632.4
The exceptional charge included in continuing operations, before interest and
tax amounted to $52.7m (June 2024: $873.3m) and each of the 2025 exceptionals
is described further below. The reduction of $820.6m from June 2024
primarily relates to the goodwill impairment charge and the LSTK and
large-scale EPC costs recorded in Projects in the prior period. The June
2024 impairment charge was driven by an increased discount rate and risk
factors applied to the Projects impairment model (see note 4).
LSTK and large-scale EPC
The Group made a strategic decision in 2022 to exit certain business
segments and following that decision, ceased to operate in the large-scale
EPC lump sum turnkey ('LSTK') business segment.
The exceptional charge of $2.7m (June 2024: $47.5m restated) is principally
driven by a requirement to constrain revenue previously recognised on a
contract where the Group has been terminated. Given the current status of
legal proceedings and the lack of specificity with respect to opposing claims
and defences, management has been unable to conclude with any certainty that
any of the revenue recognised meets the "highly probable" threshold. The
ultimate loss to the Group could be materially different to the estimate of
the provision recorded at 31 December 2024 as legal proceedings evolve.
Prior year adjustment
The effects from LSTK contracts of $92.5m have been presented as exceptional
items with the balance being taken to adjusted EBIT. The exceptional charge
of $140.0m recognised in the first half 2024 has been reduced to $47.5m as
$114.7m has been restated to prior years, $18.2m is now reflected in adjusted
EBIT and $38.4m additional LSTK contracts.
Redundancy, restructuring and integration costs
In 2024 the Group announced the Simplification programme to help the Group
deliver higher margins while remaining focused on business growth, this
programme is now complete. The costs incurred in relation to Simplification
amount to $6.5m (June 2024: $12.1m) and primarily relate to costs associated
with the headcount reductions in the central functions and the costs
associated with the exit of certain IT contracts.
Asbestos yield curve and costs
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 outside the Group's control. Excluding these
amounts from the trading results improves the understandability of the
underlying trading performance of the Group.
The $5.9m charge comprises a $4.4m yield curve charge (June 2024: credit
$8.2m) and charges of $1.5m (June 2024: charge $1.4m) of costs in relation to
managing the claims. The yield curve charge recognised in 2025 is principally
due to a decrease in the 26-year blended yield curve rate to 4.3% (Dec 2024:
4.6%).
In addition, $5.6m of interest costs which relate to the unwinding of discount
on the asbestos provision are shown as exceptional (June 2024: $4.4m).
Gain on disposal
In April 2025, the Group divested Kelchner Inc, a U.S. civil construction
services business, to Strength Capital Partners (SCP), a U.S. private equity
group. The proceeds were $31.2m and the gain on disposal was $6.4m (note
11).
Advisor fees
The Group incurred advisor fees of $41.2m (June 2024: $nil) which mainly
related to the Sidara transaction and the refinancing of the Group's principal
debt facilities which are due to mature in October 2026.
Impairment of goodwill
The Group has five CGUs and Goodwill is monitored by management at CGU
level. The impairment testing that was performed as at 31 December 2024
identified an impairment charge of goodwill of $1,961.1m, of which $815.0m
related to June 2024. Full details of the 2024 indicators for impairment,
basis for determining recoverable amount, critical assumptions used and
sensitivity analysis can be found in the Group's 2024 Annual Report and
Accounts, note 10.
In accordance with IAS 36 'Impairment of assets', goodwill and other
non-current assets were reviewed for indicators of impairment at 30 June 2025
and no new indicators were identified. Management continue to monitor the
impact of trading and its expected impact on the medium-term forecasts. If
trading over the medium term is below the risk adjusted forecasts, there is a
risk of further impairments. Furthermore, given the ongoing uncertainties
throughout 2025 caused by the refinancing status of the Group, it is possible
that revenue growth does not materialise in line with the risk adjusted
forecasts, which could result in further impairments. The next annual
impairment test will be at 31 December 2025.
Further details of the exceptional items can be found in the Group's 2024
Annual Report and Accounts.
5. Dividends
The Directors' believe that the current capital structure of the Group is
unsustainable, with average net debt in the period of $1.1 billion, plus
business-critical uncommitted facilities. The focus throughout 2024, and
into 2025, has been to ensure the Group's liquidity and to meet our
obligations as they fall due.
6. Earnings per share
Unaudited Unaudited Audited
Interim
Interim
Full Year
June 2025 June 2024 (restated)
December
2024
$m $m $m
Weighted average numbers of ordinary shares for basic earnings per share 690.2 689.3 690.2
Dilutive effect of employee share options - - -
Weighted average numbers of shares 690.2 689.3 690.2
Losses attributable to ordinary shareholders (75.8) (971.3) (2,778.0)
Exceptional items, net of tax 57.5 877.7 2,632.4
Amortisation of intangibles on acquisition, net of tax 11.1 24.6 47.9
Adjusted net profit attributable to ordinary shareholders (7.2) (69.0) (97.7)
Basic earnings per share (11.0) (140.9) (402.5)
Diluted earnings per share (11.0) (140.9) (402.5)
Adjusted basic earnings per share (cents) (1.0) (10.0) (14.2)
Adjusted diluted earnings per share (cents) (1.0) (10.0) (14.2)
For the period ended 30 June 2025, the Group reported a basic loss (December
2024: loss) per ordinary share, therefore the effect of dilutive ordinary
shares are excluded (December 2024: excluded) in the calculation of diluted
earnings per share. Had the result been a profit, an additional 28.1m of
dilutive potential shares would have been used in the calculation of diluted
EPS metrics, which would have reduced the adjusted diluted loss per share by
0.7 cents.
7. Taxation
Reconciliation of applicable tax charge at statutory rates to tax charge Audited
Unaudited Interim Unaudited Full Year
June 2025 Interim December
June 2024 2024
$m
$m $m
Loss before taxation from continuing operations (67.1) (889.5) (2,761.4)
Less: Share of post-tax profit from joint ventures (6.5) (12.4) (33.9)
Loss before taxation from total operations (excluding profits from joint (73.6) (901.9) (2,795.3)
ventures)
Applicable tax charge at statutory rates (15.7) (212.2) (679.5)
Effects of:
Non-deductible expenses 2.0 10.6 12.8
Non-taxable income - - (4.8)
Non-deductible expenses - exceptional 0.7 206.1 500.1
Non-taxable income - exceptional - - (14.3)
Deferred tax recognition:
Recognition of deferred tax assets not previously recognised (0.3) (36.9) (6.4)
Utilisation of tax assets not previously recognised (3.1) (1.9) (1.3)
Current year deferred tax assets not recognised 16.3 72.8 129.4
Write off of previously recognised deferred tax assets 0.6 2.4 49.3
Irrecoverable withholding tax 3.3 41.4 28.9
CFC charges 0.5 4.4 3.0
Uncertain tax provisions - 0.6 (0.1)
Uncertain tax provisions - exceptional - - (1.8)
Uncertain tax provisions prior year adjustments - - 0.3
Uncertain tax provisions prior year adjustments - exceptional - - (2.6)
Prior year adjustments - (11.0) (8.2)
Prior year adjustments - exceptional - - 3.6
Impact of change in rates on deferred tax 0.1 0.2 (0.3)
Pillar II charge 0.2 3.9 2.8
Total tax charge 4.6 80.4 10.9
Factors affecting the current tax charge
The weighted average of statutory tax rates is 21.3% in 2025. This represents
the profits and losses by jurisdiction at the tax rate applicable for the
jurisdiction.
There have been no material movements in the facts and circumstances relating
to uncertain tax positions during the period, as a result there is no change
in our judgement in relation to the calculation of the level of provision
required.
Pillar II
The Group is within the scope of the OECD Pillar Two model rules. John Wood
Group plc is incorporated and tax resident in the UK, as a result the rules
apply following the UK implementation from 1 January 2024.
A tax charge of $0.2m is estimated for the first half of 2025 primarily
reflecting profits of the Groups Guernsey incorporated captive insurance
company.
Factors affecting future tax charges
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.
If the geographic split of actual profits for the year differs from the
forecast this will impact on tax rates applicable to profits and the
utilisation of unrecognised assets and will impact on the tax charge. The
actual geographical split and forecasts for future years will also impact on
whether or not further deferred tax assets may be recognised.
On 4 July 2025 the One Big Beautiful Bill was enacted in the US incorporating
significant tax legislation changes. The changes include a relaxation of
profit based restrictions on annual interest deductions, the removal of the
requirement to spread research and development expenses over 5 years for tax
purposes, an increase in the rate of tax applicable under the Base Erosion and
Anti-Abuse Tax from 10% to 10.5% from 2026, and an increase in the tax on
subsidiaries operating in low tax jurisdictions from 10.5% to 12.6% from 2026.
Due to losses in the US, we do not anticipate the legislation changes having a
significant impact on the tax position of the Group for the foreseeable
future.
On 29(th) August 2025, Sidara have made a formal offer for the Group which if
it receives shareholder and regulatory approval will result in a change of
control of the Group. In the US such a change of control results in a
restriction on the utilisation of brought forward losses from the date of the
change of control. The restriction is based on a percentage of the market
value of the US Group at the time of the change of control. The percentage
applicable is dependent on interest rates and is currently between 3% and 4%.
The restriction allows the calculated amount of brought forward losses to be
utilised each year on a cumulative basis. As the offer values the entire Group
at £208m we anticipate that the restriction will significantly restrict the
timing of the utilisation of the brought forward losses in the US at the date
of the change of control. US losses at 31 December 2024 were $694m.
8. Retirement benefit obligations
The Group operates a number of defined benefit pension schemes which are
largely closed to future accrual. The surplus or deficit recognised in respect
of each scheme 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.
At 30 June 2025 the largest schemes were the Wood Pension Plan ('WPP'), the
Foster Wheeler Inc Salaried Employees Pension Plan ('FW Inc SEPP') and the
Foster Wheeler Inc Pension Plan for Certain Employees ('FW Inc PPCE'). An
interim revaluation of these schemes has been carried out at 30 June 2025 and
the related actuarial net gain of $8.1m (June 2024: loss $24.8m) are recorded
in the Group statement of comprehensive income. The gains are largely as
result of an increase in the discount rate in the period. The discount rate is
outlined in the table below. The discount rate is determined by the scheme
actuaries and reflects the return on high quality corporate bonds. An increase
in the discount rate will decrease the defined benefit obligation.
The latest triennial valuation of the WPP was approved by the Company and the
Trustees in June 2024. As the plan was in surplus no recovery plan or
deficit reduction contributions were required.
The principal assumptions used in calculating the Group's defined benefit
pension schemes are as follows:
June June June June 2024 June 2024 June 2024 December 2024 December 2024 December
2025 2025 2025 2024
Wood Pension Plan FW Inc SEPP FW Inc PPCE Wood Pension Plan FW Inc SEPP FW Inc PPCE Wood Pension Plan FW Inc SEPP FW Inc PPCE
% % % % % % % % %
Discount rate 5.7 5.3 5.2 5.3 5.4 5.4 5.5 5.4 5.4
Rate of retail price index inflation 2.9 N/A N/A 3.1 N/A N/A 3.1 N/A N/A
Rate of consumer price index inflation 2.7 N/A N/A 2.8 N/A N/A 2.8 N/A N/A
Sensitivity to discount rate and inflation rate
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.
June 2025 June 2025 June 2025 June 2024 June 2024 June 2024 December 2024 December 2024 December 2024
Wood FW FW Wood FW FW Wood FW FW
Pension Inc Inc Pension Inc Inc Pension Inc Inc
Plan SEPP PPCE Plan SEPP PPCE Plan SEPP PPCE
$m $m $m $m $m $m $m $m $m
Discount rate
Plus 0.5% (84.8) (2.9) (4.8) (129.1) (2.9) (4.8) (115.8) (2.6) (4.2)
Minus 0.5% 92.9 3.1 5.1 142.8 3.1 5.1 127.9 2.7 5.6
Inflation
Plus 0.1% 8.6 N/A N/A 13.1 N/A N/A 28.8 N/A N/A
Minus 0.1% (8.6) N/A N/A (13.0) N/A N/A (28.3) N/A N/A
9. Asbestos related litigation
$m
Current -
Non-current 282.3
At 30 June 2025 282.3
Current -
Non-current 305.7
At 31 December 2024 305.7
The Group assumed the majority of its asbestos-related liabilities when it
acquired Amec Foster Wheeler in October 2017. 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.
In the six months to June 2025, $30.9m was utilised (June 2024: $27.1m).
Further details can be found in the Group's 2024 Annual Report and Accounts,
note 21.
10. Provisions
Litigation related provisions Total
Insurance Property Project related
provisions
2025 $m $m $m $m $m
Current - 1.4 1.2 44.5 47.1
Non-current 35.3 19.4 18.2 59.8 132.7
At 30 June 2025 35.3 20.8 19.4 104.3 179.8
Current - 1.2 1.4 40.0 42.6
Non-current 31.8 21.3 26.2 65.4 144.7
At 31 December 2024 31.8 22.5 27.6 105.4 187.3
Insurance provisions
The Group has liabilities in relation to its captive insurance company, Garlan
Insurance Limited, of $35.3m (December 2024: $31.8m).
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 $20.8m (December 2024: $22.5m). 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. 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. 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.
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. These provisions primarily relate to contracts that have become
onerous or to warranty / indemnification obligations arising from projects.
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. The Group currently owns and operates, or owned and operated,
industrial facilities. It is likely that hazardous substances have affected
the property on which those facilities are or were situated.
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.
Prior year adjustments
The charge of $47.5m (restated) recognised in the first half of 2024 includes
provisions made in respect of LSTK and large-scale EPC contracts as described
in note 4. As at June 2024 the carrying value of total provisions was reduced
by £42.5m to £152.1m as a result of a prior year adjustment in relation to
the legacy lump sum turnkey ("LSTK") projects including the application of
relevant accounting standards affecting both the recognition, measurement and
presentation of amounts.
Further details of both the provisions and the prior year adjustments can be
found in the Group's 2024 Annual Report and Accounts, note 22 and Accounting
Policies, respectively.
11. Disposal Group held for sale
As at 30 June 2025, the Group had a sales process ongoing in relation to its
inestment in the RWG (Repair & Overhauls) Limited joint venture. The
investment balance of $79.2m representing the Group's 50% shareholding, has
been classified as held for sale in the Group's Balance Sheet as at 30 June
2025.
12. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. No related party transactions have taken place to 30 June 2025 (30 June
2024: none) that have materially affected the financial position or
performance of the group during that period.
13. Analysis of net debt
At 1 January 2025 Cash Other Exchange movements Unaudited
flow at 30 June
2025
$m $m $m $m $m
Short term borrowings (1,138.6) (471.4) - 41.0 (1,569.0)
Long term borrowings - - - - -
Borrowings included in liabilities held for sale (2.4) - 2.4 - -
(1,141.0) (471.4) 2.4 41.0 (1,569.0)
Cash and cash equivalents 458.1 93.9 - (56.1) 495.9
Net debt excluding leases (682.9) (377.5) 2.4 (15.3) (1,073.3)
Leases (393.1) 52.8 (51.3) (24.4) (416.0)
Leases included in liabilities held for sale (0.7) - 0.7 - -
Net debt including leases (1,076.7) (324.7) (48.2) (39.7) (1,489.3)
At 1 January 2024 Cash Other Exchange movements Unaudited
flow at 30 June
2024
(restated)
$m $m $m $m $m
Short term borrowings (315.3) 28.0 (0.4) (9.4) (297.1)
Long term borrowings (812.2) (235.5) (1.2) (2.5) (1,051.4)
(1,127.5) (207.5) (1.6) (11.9) (1,348.5)
Cash and cash equivalents (restated) 434.0 34.0 - 6.2 474.2
Net debt before leases (693.5) (173.5) (1.6) (5.7) (874.3)
Leases (400.8) 44.7 (36.6) 4.7 (388.0)
Net debt including leases (1,094.3) (128.8) (38.2) (1.0) (1,262.3)
Cash at bank and in hand at 30 June 2025 includes $39.5m (December 2024:
$84.5m) that is part of the Group's cash pooling arrangements.
Cash and cash equivalents of $495.9m (June 2024: $474.2m and December 2024:
$458.1m) includes restricted cash of $88.4m (June 2024: $45.1m and December
2024: $53.4m). The restricted cash balance comprises $83.6m (June 2024: $41.0m
and December 2024: $52.3m) 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. Subsequent to the period end,
$41m has been repatriated. Additionally, $6.8m has been placed as cash
collateral for issuance of a bank guarantee, this cash is not held in a group
bank account and is therefore not reported in the groups cash and
equivalents.
The lease liability at 30 June 2025 is made up of long term leases of $334.9m
(June 2024: $312.0m) and short term leases of $81.1m (June 2024: $76.0m).
The other movement of $51.3m (June 2024: $36.6m) in the above table relating
to leases represents new leases entered into of $40.2m (June 2024: $37.2m),
disposals of $0.3m (June 2024: $0.5m), disposals of business of $0.7m and
interest expense of $11.1m (June 2024: $10.2m).
As at 30 June 2025, the Group had received $4.0m (December 2024: $197.4m) of
cash relating to non-recourse financing arrangements. An equivalent amount of
trade receivables was derecognised on receipt of the cash. At 30 June 2025,
Nil (December 2024: $82.6m) had been received from customers in the normal
course of business in relation to the same amounts received from the factors.
This Nil (December 2024: $82.6m) 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.
14. Capital commitments
At 30 June 2025, the Group has entered into contracts for future capital
expenditure amounting to $77.9m relating to intangible assets. These capital
commitments mainly relate to various existing software packages which are
subsequently amortised over their useful lives. These capital commitments have
not been provided for in the financial statements.
15. Contingent liabilities
There have been no further developments to contingent liabilities as disclosed
in the Group's 2024 Annual Report and Accounts.
16. Post balance sheet events
Sidara and refinancing
On 29 August 2025, and in view of Wood's financial position, Sidara and Wood
announced that they had agreed the terms of a recommended acquisition of 30
pence per Wood share. The acquisition is subject to the terms and conditions
set out in the scheme document published to shareholders in September 2025.
The recommended Acquisition has facilitated an agreement on a comprehensive
refinancing and recapitalisation package:
· Sidara has agreed to provide a capital injection of $450 million
to the Company. Of this, $250 million will be available to draw upon, among
other things, the Company's shareholders approving the Acquisition at the
Company's upcoming shareholder meetings being held in connection with the
Acquisition (the "Meetings") (the "Sidara Interim Funding"), and a further
$200 million will be available upon completion of the Acquisition (the "Sidara
Post-Completion Funding");
· the Company has agreed an extension to 20 October 2028 of, and
certain other amendments to, the Existing Committed Debt Facilities with the
consent of its lenders (the "Amendment and Extension"), to be implemented
following the Meetings. The Acquisition is conditional upon, among other
things, the Amendment and Extension becoming effective (the "A&E Effective
Date");
· the Company has agreed the terms of additional and enhanced
liquidity facilities:
o a committed $60 million secured Interim Facility with certain of its
existing lenders which has been fully drawn;
o a committed $200 million New Money Facility which will become effective at
the same time as the Amendment and Extension (and $60 million of which will be
used to refinance the Interim Facility in full); and
o a committed Existing Guarantee Facility of approximately $400 million,
governing certain existing guarantees issued under the Company's uncommitted
bilateral arrangements, which will become effective at the same time as the
Amendment and Extension; and
· a comprehensive security package in favour of: (i) the lenders
under the Existing Committed Debt Facilities, the New Money Facility and the
Existing Guarantee Facility; (ii) Sidara; and (iii) certain other lenders,
which will become effective at the same time as the Amendment and Extension
and which will substantially mirror the scope and terms of the security
package granted in favour of the lenders in respect of all amounts outstanding
in connection with the Interim Facility.
RWG (Repair & Overhauls) Limited
In July 2025, the Group announced that it has reached an agreement to sell its
50 per cent interest in RWG (Repair & Overhauls) Limited, to Siemens
Energy Global GmbH & Co. KG for cash consideration of $135 million. The
related asset treated as held for sale, see note 12.
North American Transmission & Distribution disposal
In August 2025, the Group announced that it has reached an agreement to sell
its North American Transmission & Distribution engineering business to
Qualus for cash consideration of $110 million, subject to customary closing
adjustments. The transaction is expected to be completed in the fourth
quarter of 2025.
Other
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
other events arising after the reporting period which require disclosure.
Statement of directors' responsibilities
for the six month period to 30 June 2025
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' as adopted for use in the
UK;
· the interim management report includes a fair review of the
information required by:
a) DTR 4.2.7R
(https://alex.kpmg.com/AROWeb/document/lfc/find/UK_XLNUK_FSA_DR_DTR_BODY_para4_2_7R)
of the Disclosure Guidance and Transparency Rules, being an indication of
important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements;
and a description of the principal risks and uncertainties for the remaining
six months of the year; and
b) DTR 4.2.8R
(https://alex.kpmg.com/AROWeb/document/lfc/find/UK_XLNUK_FSA_DR_DTR_BODY_para4_2_8R)
of the Disclosure Guidance and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period; and any changes in the related
party transactions described in the last annual report that could do so.
The directors of John Wood Group PLC are listed in the Group's 2024 Annual
Report and Accounts.
Roy A Franklin
Chair
Iain Torrens
Interim Chief Financial Officer
30 October 2025
Shareholder information
Officers and advisers
Secretary and Registered Office Registrars
J Habgood Equiniti
John Wood Group PLC Aspect House
Sir Ian Wood House Spencer Road
Hareness Road
Altens Industrial Estate West Sussex
Aberdeen BN99 6DA
AB12 3LE
Tel: 01224 851000 Tel: 0371 384 2649
Stockbrokers
JPMorgan Cazenove Limited
Morgan Stanley
Company solicitors
Slaughter and May
The Group's Investor Relations website can be accessed at www.woodplc.com.
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