HY25 results - Replacement

The headline for the Wood Group (John) PLC announcement released on 30/10/2025 at 17:28 under RNS No 5808F should read HY25 results.

The announcement text is unchanged and is reproduced in full below.

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

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

The webcast and transcript will be available after the event at www.woodplc.com/investors

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

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

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

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

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

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.

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

See note on page 38.

Reconciliation to GAAP measures

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

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:

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:

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

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

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

The notes on pages 27 to 46 are an integral part of the interim financial statements.

Group balance sheet

as at 30 June 2025

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

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

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