Final Results

John Wood Group PLC Final results for the year to 31 December 2006 Strong revenue and EBITA growth John Wood Group PLC ("Wood Group", the "Group") is a market leader in engineering design, production support, well support and industrial gas turbine services for customers in the oil & gas and power generation industries around the world. Operating in 44 countries, Wood Group's businesses employ 20,000 people. Financial Highlights Revenues (i) of $3,468.8m (2005: $2,761.9m) up 26% EBITA (ii) of $215.1m (2005: $149.1m) up 44% Profit before tax of $183.6m (2005: $124.7m) up 47% ROCE(iii) at 21.5% (2005: 16.6%) Adjusted diluted earnings per ordinary share (iv) of 24.5 cents (2005: 16.6 cents) up 48% Proposed full year dividend of 5.0 cents (2005: 4.0 cents) up 25% reflecting the group's confidence in continuing to deliver strong growth Operating Highlights Continued strengthening of market leading positions in strong oil & gas and improving power markets Strong EBITA growth in all three divisions and ongoing investment across the businesses Engineering & Production Facilities up 61% Well Support up 26% Gas Turbine Services up 16% Significant focus on margin improvement - with EBITA margin(v) at 6.2% (2005: 5.4%) Increase in headcount by 4,000 during the period Engineering & Production Facilities - strong revenue and EBITA growth with strong performance from engineering services contributing to margin improvement Engineering - strong demand across a range of clients and projects; active on projects in upstream around the world; now a recognised world leader in subsea engineering; high demand for downstream services, in the US and Latin America Production Facilities - market leading position in the North Sea, with high levels of activity from tiebacks, integrity enhancement and upgrade projects; growing international presence with activity in South America, Africa and Asia Well Support - strong demand based on increased drilling activity and growing demand for artificial lift using electric submersible pumps. All three businesses performing well Electric Submersible Pumps (ESP) - increasing international presence; growing activity in Russia and Chad and new facilities in Canada, Oman and Yemen Pressure Control - important contract win with Saudi Aramco; further investment in manufacturing capabilities in Mexico and China Logging Services - strong US activity; maintained leading position in Argentina Gas Turbine Services - strong oil & gas market, and recovery in power market, leading to increasing demand for gas turbine maintenance. Successfully growing business under long-term contracts Increasing confidence in outlook Sir Ian Wood, Chairman, Wood Group, said: "We believe that the complex economic factors governing the supply and demand for oil and gas will lead to sustained increases in exploration, development and production spending and this, together with our world leading market positions and differentiation, should enable us to continue our strong growth." ENQUIRIES: 01224 851000 Wood Group Allister Langlands, Group Chief Executive Alan Semple, Group Finance Director Nick Gilman / Carolyn Smith Brunswick 020 7404 5959 Patrick Handley/ Nina Coad Chairman's Statement Introduction In strong oil & gas and improving power markets, Wood Group has strengthened its market positions and delivered record results. Revenues in 2006 grew 26% to $3,468.8m, EBITA grew 44% to $215.1m, and adjusted diluted EPS grew 48% to 24.5 cents. Given the strength of our performance, and confidence in our future prospects, we are proposing a final dividend of 3.5 cents, taking the annual dividend to 5.0 cents, 25% up on last year. Markets We anticipate continuing growth in demand for energy, driven by the growing global economies, particularly in the Asia Pacific region. Oil companies are focused on reserve replacement from new discoveries and on maximising recovery from existing fields. Gas demand continues to increase, driven by its perception as the most environmentally friendly fossil fuel, by the increasingly global gas market due to the growing significance of LNG, and by the efficiency of gas turbine generation. Risks of imbalances in regional gas markets, such as the current concerns around gas storage in the US, may continue until a global gas market is more fully established. Our clients' investment decisions generally continue to be based on lower oil & gas prices and this would appear to confirm the potential long term nature of this oil & gas up cycle. We anticipate $50 - $60 oil as the likely scenario for at least the next 3 or 4 years. This will lead to increasing exploration and production spend in most regions throughout the world and a strong demand for oil & gas services, particularly those, like ours, that add value and can produce cost-effective developments and enhanced production. On the power side, there is an increase in the demand for power in the North American market and continuing growth in the installed base elsewhere in the world, and we are seeing an increasing demand for our industrial gas turbine services. On the downside, there continues to be significant geo-political uncertainty in some of the key oil & gas provinces. However, these produce opportunities as well as threats, and tackling the range of challenges in some of the difficult energy production areas round the world has become a core skill. That is not to say we will not have problems to overcome, but we have the ability to carefully assess risk and reward and to build in a range of mitigating factors to try and ensure we can service our customers in these difficult regions and at the same time achieve acceptable returns. Strategy Our strategy has four strands to achieve a balance between field development and later cycle production support to achieve sustainable growth; to develop world leading activities based on differentiated know-how and technology; to achieve long term performance contracts in long term relationships which add value to our clients' business; to extend our services and broaden our international reach in areas where we can successfully develop our market-leading positions. We now have more than 20,000 people operating in 44 countries globally and during the year we have developed our activities in North and West Africa, the Middle East, the FSU and Asia Pacific. People I would like to express very grateful thanks on behalf of the Board to all of our employees worldwide whose knowledge, skills, commitment and enthusiasm drive our growth and success. Our intention is to be the employer of choice in all parts of our business and to attract and retain the best talent available. This will enable us to provide premier quality services to our customers and superior growth for our shareholders. Board Changes In 2006, Ewan Brown retired from the Board and was replaced by Ian Marchant. Ewan was a Director for 24 years during which time he provided exceptional support to the Group and to me personally, and his unique style and contribution are greatly missed. Ewan left with our very grateful thanks and best wishes. Ian Marchant joins the Board with a broad business background and valuable experience in the power sector through his role as Chief Executive of Scottish and Southern Energy PLC. Ian is already making a contribution to our Board discussions. The other significant change on the Board relates to my own position. Following 25 years as Chairman and Chief Executive, from 1st January 2007 I am focussing on the Chairman's role, and Allister Langlands, who has served as Deputy Chief Executive for 7 years has taken over as Chief Executive. Allister has the ability, knowledge and experience to lead an excellent management team to greater and better things. My role, as well as leading the Board, will be to provide the necessary encouragement and support, and work with my colleagues in developing our market presence and trade relationships around the world. Looking ahead I believe that the complex economic factors governing the supply and demand for oil and gas will lead to sustained increases in exploration, development and production spending and this, together with our world leading market positions and differentiation, should enable us to continue our strong growth. Chief Executive's Statement Introduction I am delighted to be delivering my first Chief Executive's statement. Key headline financials are: 2006 ($m) 2005 ($m) Change Revenues(i) 3,468.8 2,761.9 +26% EBITA(ii) 215.1 149.1 +44% EBITA margin(v) 6.2% 5.4% +15% Profit before tax 183.6 124.7 +47% ROCE(iii) 21.5% 16.6% +30% Adjusted diluted 24.5c 16.6c +48% EPS(iv) Total dividend 5.0 cents per 4.0 cents per +25% ordinary share ordinary share 2006 was a year of strong growth across our three divisions. In Engineering & Production Facilities, we have increased our presence around the world and broadened our range of projects and services. We acquired Somias in Algeria and purchased the remaining equity in our engineering company in India. We have increased our capabilities in construction management and the process industries, through the acquisition of Global Performance in South Carolina. Our operations providing commissioning and start up support are performing well, particularly in Equatorial Guinea. In Well Support, we have extended our business in Chad and Russia and are increasing our manufacturing capabilities around the world, including in China, Mexico and Saudi Arabia. In Gas Turbine Services we have increased our activity in markets anticipated to see the greatest future growth in the demand for power, including the Middle East, South America and Asia Pacific. Additionally, our investment in extending our range of turbine parts and our addressable range of turbine types is adding to our increased confidence in the outlook. During the year our oil & gas clients faced supply chain constraints and significant cost inflation in certain areas. It is expected that these pressures should ease over the next 2 - 3 years with significant industry investment in the key high inflation sectors such as drilling rigs and marine support vessels. To overcome resource constraints and reduce the inflationary pressures, we are significantly building up our global people presence and manufacturing capacity. This, along with our focus on differentiated and higher margin activities has contributed to an improvement in the Group EBITA margin to 6.2% (2005: 5.4%). Divisional highlights Engineering & Production Facilities 2006 ($m) 2005 ($m) Change Revenues 1,972.7 1,472.3 +34% EBITA 141.9 88.2 +61% EBITA margin 7.2% 6.0% Significant expenditure in new offshore and onshore developments, and increasing expenditure on integrity and production enhancement of existing producing assets led to excellent revenue growth in the year. The stronger engineering performance contributed to the increased EBITA margin. Engineering was engaged in supporting a broad spread of work across its clients and activities. We have seen very strong demand for our services out of Houston, serving clients in both international markets and the Gulf of Mexico and have developed our engineering centres in London, Perth, Delhi, Aberdeen, Glasgow, Abu Dhabi, Kuala Lumpur, Bogota and Caracas. We are very active in upstream facilities, both offshore and onshore, and our global pipeline and subsea engineering activities showed good growth. Downstream also grew strongly and was particularly active in upgrading projects for the US and Latin American refinery market. In midstream, our important LNG regasification project is progressing well. Production Facilities maintained its position as the North Sea market leader in maintenance, modifications and operations support, supporting a wide range of clients, from the large international operators to smaller independents. International progress in the year was excellent, with good levels of activity in South America and Brunei, and significant progress in Trinidad, Algeria and Equatorial Guinea. Well Support 2006 ($m) 2005 ($m) Change Revenues 739.1 645.7 +14% EBITA 73.6 58.5 +26% EBITA margin 10.0% 9.1% Increased drilling activity and growing demand for artificial lift using electric submersible pumps led to higher demand for our Well Support services. If we adjust for the disposal of Protech, our permanent downhole monitoring business, in December 2005, Well Support delivered revenue and EBITA growth of 22% and 38% respectively. In Electric Submersible Pumps (ESP) we increased our sales in international markets, and extended our geographic footprint with new repair shops in Oman, Yemen and Canada. In Pressure Control, we won an important contract with Saudi Aramco that will lead to a new manufacturing facility in Saudi Arabia and significantly increased levels of activity. We are also making further investment in extending our manufacturing capabilities in the US, Mexico and China. Logging Services delivered an excellent performance from the US and maintained its market leading position in Argentina. Gas Turbine Services 2006 ($m) 2005 ($m) Change Revenues 713.7 607.8 +17% EBITA 38.0 32.7 +16% EBITA margin 5.3% 5.4% The strong requirement for gas turbine maintenance, repair and overhaul in the oil and gas industry, combined with a recovery in the power market led to an increase in revenue, with the start of some large Power Solutions contracts in the final quarter having a significant impact. The strong margin in our oil & gas activities and recovery in our power aftermarket activities resulted in an improving underlying EBITA margin. However, the reported margin has been held back by a lower EBITA margin from Power Solutions, reflecting, in part, lower margins being recognised in the early stages of projects. Our Aero-Derivative activities delivered a strong financial performance, with higher activity in our Pratt & Whitney joint venture. In Light Industrial Turbines, we increased our overall market share and delivered an improved performance. We also invested in extending our range of turbine parts and broadening our turbine range which should contribute to the growth in 2007 and beyond. Our power activities in Heavy Industrial Turbines benefited from the improving power market and our success in increasing the portion of business on long term contracts. Our power station operations and maintenance activities made outstanding progress securing several new contracts in the year and our Power Solutions business was awarded some large power station contracts in the fourth quarter. Continuing Growth Our focus on becoming the employer of choice, adding value to the efficiency, process and integrity of our customers' operations, and growing our margins with higher added value services, have been key to our success in 2006. These, as well as the strong oil & gas and improving power market, will contribute to our ongoing progress in 2007. Operating Review Engineering & Production Facilities Engineering & Production Facilities provides a broad range of services to oil & gas companies worldwide. Our services range from concept selection for new facilities, through to their engineering design, project and construction management, and commissioning. We also provide facilities modifications, and operations and maintenance support to existing facilities. 2006 ($m) 2005 ($m) Change Revenues 1,972.7 1,472.3 +34% EBITA 141.9 88.2 +61% EBITA Margin 7.2% 6.0% Significant expenditure in new offshore and onshore developments, and increasing expenditure on integrity and production enhancement of existing producing assets led to excellent revenue growth in the year. This was strongest in our engineering activities, with their share of division revenues returning to levels of around 40%. Production Facilities saw good growth from international activities and in the North Sea. The strong performance in our higher margin engineering activities contributed to the increase in our EBITA margin. In Engineering, we saw a more favourable pricing environment for our premium services and benefited from high utilisation. The success in certain of Production Facilities relatively higher margin international activities also favourably impacted its EBITA margin. We have successfully maintained our focus on being the employer of choice through training, career development and flexible hiring initiatives. We have made further investments in satellite offices to support our main hubs which provides us access to additional skilled resources. This year we increased our presence in several locations, including Abu Dhabi, California, Delhi, Denver, Glasgow and London. Internationally we have been able to deploy our experienced international workforce on new market opportunities to meet growing client demand. Engineering We offer a broad range of engineering, project and construction management services in oil & gas production, transportation and processing facilities. We have market leading positions in: Services Areas of Expertise Upstream Engineering, Deepwater and lightweight project topsides, onshore processing management, facilities and subsea construction engineering management Midstream Offshore and onshore pipelines engineering, compression and LNG regasification and associated technologies Downstream Clean fuel modifications, refinery upgrades Process & Chemical, and other process and Industrial industrial plants Automation Automation services, including proprietary software We have been working on a wide range of deepwater upstream projects in the Gulf of Mexico, including the BP Deepwater programme, Blind Faith, Independence Hub, Perdido, Shenzi and Tahiti. We have also been working on developments offshore Equatorial Guinea, Nigeria, Norway, UK and Venezuela; and onshore in India and the US. We have significantly grown our business in subsea engineering developments with major projects offshore in Angola, offshore Australia; tiebacks in the Gulf of Mexico; and a range of other projects around the world. JP Kenny, our leading subsea engineering company, was awarded the Subsea Company of the year award by the industry body, Subsea UK. We have invested to increase our geographic footprint, in Abu Dhabi and Norway, as well as purchasing the remaining equity in our company in India. In midstream engineering we are installing the first commercial scale application of our highly energy efficient patented regasification process, the LNG (Liquefied Natural Gas) Smart ® Air Vaporization Process, at Trunkline's LNG receiving terminal in Lake Charles, Louisiana. The terminal also includes a large Natural Gas Liquids (NGL) facility and is scheduled for completion in 2008. We have seen high demand for our downstream engineering services and have been active on a wide range of refinery upgrade, de-bottlenecking and low sulphur diesel modification projects. Our main focus is on the US and Latin American refinery market, where we have recently entered into a long term contract to provide downstream engineering support services to a major client's facilities across the US. Our activities supporting the North American pipeline industry saw increased revenues in the year, for a broad range of clients, and we expect this sector to deliver strong growth over the next several years. We have strengthened our construction management and process capabilities with the acquisition of Global Performance in Greenville, South Carolina. We have also increased our engineering project & construction management (EPCM) activity, with contracts in the US and Norway, together with an EPCM contract for automation services in Singapore. Ionik, our specialist integrity and materials engineering consultancy, saw strong growth and is well positioned to expand its operations as our clients continue to focus on the integrity of their facilities. Production Facilities We offer a broad range of life of field production facilities support services to our clients around the world. We are the largest maintenance, modifications and operations contractor in the North Sea, with a broad range of clients and are working on a number of tieback, integrity & process enhancement, upgrade and long term support projects. We are maintaining all our key contracts, with additions including further work for Talisman and Hess. We have also extended our position as the leading onshore oil & gas terminal service contractor and now work on nine sites throughout the UK. We renewed our Shell Gas Plants contract and took on the CATS (Central Area Transmission System) and Wytch Farm contracts for BP. We have continued to focus on extending our service offering and won our first UK Duty Holder role for the Chestnut development. In addition, we have been successful in winning further pre operations and start up support projects. In Colombia, Venezuela and Brazil, where we have been engaged in long-term support contracts for several years, we undertook some major shut down projects. In Brunei, we extended the scope of our long term service contract and installed new facilities and subsea pipelines as part of a water injection project. We are also focused on extending our range of services internationally and, in the Gulf of Mexico we carried out pre operations and start up support operations on Atlantis, Thunder Horse and Shenzi. We are also supporting BP in the pre-operations phase of their LNG Project at Tangguh in Indonesia. The acquisition of Somias in Algeria, along with major contract wins on the In Amenas and In Salah fields, has established a strong presence in the country. In Trinidad, through a joint venture with local company Neal & Massy, we have begun work on a five-year integrated maintenance contract. We have extended our activities in Equatorial Guinea where we are now working for a number of clients, including Amerada Hess, Exxon Mobil and Marathon. In Russia, we are carrying out projects for TNK-BP and in Kazakhstan we are working on a supply chain management contract. Well Support Well Support provides solutions, products and services to enhance production rates and efficiency from oil & gas reservoirs. 2006 ($m) 2005 ($m) Change Revenues 739.1 645.7 +14% EBITA 73.6 58.5 +26% EBITA margin 10.0% 9.1% Increased drilling activity and growing demand for artificial lift using electric submersible pumps led to higher demand for our Well Support services. If we adjust for the disposal of Protech, our permanent downhole monitoring business, in December 2005, Well Support delivered revenue and EBITA growth of 22% and 38% respectively. We have successfully maintained our focus on training, career development and flexible hiring initiatives. Important initiatives include management development programmes, field engineer and service technician training, and HSE training. Electric Submersible Pumps We are a market leader in the sale, operation and service of electric submersible pumps (ESPs) used for production enhancement through artificial lift. The increasing long term demand for this service as oilfields mature and the reliability and efficiency of ESP's improves is increasing the demand for our services and we are achieving good growth in both US domestic and international business. Our US operations performed well with sales in the South West and the Mid Continent regions particularly strong. Our main manufacturing facility in Oklahoma City is undergoing a major re-organisation to support the recent and anticipated growth in product demand. Additional investments were also made in enhancing our engineering research & development facilities to support proprietary product developments aimed at heavy oil and extended run life capability. We also extended our operations in Canada and opened a new ESP servicing facility. Internationally, our business in Chad performed well and we are optimistic about further growth. We increased our Russian operations to support our growing sales, repair and service business. In the Middle East we are expanding our operations in Oman, Yemen and Egypt, and have set up in Libya. In Latin America, we delivered good growth from Argentina, where the Pan American contract, announced at the end of last year, provided increased activity in the region. Our activity in Venezuela reduced somewhat but we expanded our presence in other Latin American markets, especially Colombia, Ecuador and Brazil. In the Asia Pacific region, a substantial contract award was achieved for offshore ESP applications in the Bohai Bay. Pressure Control We are a market leader in the provision of surface wellheads and valves to control reservoir pressure. In 2006, we delivered significant growth from both our US and international business. We are seeing cost savings arising from our improved supply chain and are making further investments in 2007 in our lower cost manufacturing capacity. In the US, we have a broad based capability and infrastructure in conventional and unconventional production and we are well represented in the very active Barnett Shale area. In the Gulf Coast region, we are supporting drilling activity and have been carrying out decommissioning work for a number of customers whose equipment was damaged during the 2005 hurricanes. We also expanded and added new facilities in the Rocky Mountain area to support a number of new customers. In addition, our Canadian operations are showing good growth. We opened a research & development and training facility in Houston which is being used to provide training to both customers and employees, as well as providing additional resources to identify improvements on our product offerings. In Mexico, we have been increasing revenues over recent years, and are now setting up a new facility in Monterrey where we will carry out manufacturing to support the local market as well as our other North American operations. During the year, we won a significant, five year contract with Saudi Aramco, which will involve setting up a joint venture company in the Kingdom of Saudi Arabia and establishing a local manufacturing facility. Elsewhere in the Middle East, we won new contracts in Egypt, Qatar, Abu Dhabi, Oman, and Yemen. In Australia, we extended our contract with Santos. In the UK, we had a number of successes in both product sales and field service operations. Logging Services We are a market leader in the provision of electric wireline and slickline mechanical services in the Gulf of Mexico and Argentina, and, in 2006, Logging Services performed well in these areas. High commodity prices ensured strong activity in the US Gulf Coast region. Both the electric wireline and the slickline mechanical services had a good year and won a range of new contracts including several supporting deepwater fields. Our electric wireline pipe recovery operations completed one of the deepest stuck drill pipe recovery operations ever recorded in the Gulf of Mexico at 30,650 feet. We were also awarded work with Anadarko on several deepwater operations, with units now committed to ten drilling rigs. Several locations were added to our US infrastructure including Alvarado in Texas, Oklahoma City, and Shreveport, Louisiana. We also invested in new equipment for our Production Testing business and now have a number of active bases operating in Texas. We introduced high temperature production logging instruments and memory tubing/casing callipers. We also added a third deepwater 30/30 unit, which is capable of working at well depths below 30,000 feet and includes downhole tools that will operate at 30,000 psi bottom hole pressures. We had a busy year in Venezuela, and were active on Lake Maracaibo, Anaco, Punta De Mata and San Tome. Our operations in Argentina continue to perform well and strengthen their position in the market. Gas Turbine Services Gas Turbine Services is the world-leading independent provider of integrated maintenance solutions, and repair and overhaul services for industrial gas turbines and related accessories, used for power generation, compression and transmission in the oil & gas and power generation industries. 2006 ($m) 2005 ($m) Change Revenues 713.7 607.8 +17% EBITA 38.0 32.7 +16% EBITA margin 5.3% 5.4% The strong requirement for gas turbine maintenance, repair and overhaul in the oil and gas industry, combined with a recovery in the power market, led to an increase in revenue, with the start of some large Power Solutions contracts in the final quarter having a significant impact. The strong margin in our oil & gas activities and recovery in our power aftermarket activities resulted in an improving underlying EBITA margin. However, the reported margin has been held back by a lower EBITA margin from Power Solutions, reflecting, in part, lower margins being recognised in the early stages of projects. We expect to see further revenue growth in 2007, driven by the ongoing recovery in the power market feeding through to aftermarket providers, increased long-term contract activity, and the strong oil & gas market. The EBITA margin should increase with the improvement in performance in our power activities, including a growing contribution from our long-term maintenance and power solutions contracts. Our headcount has increased by 10% to about 3,500 on the back of a significant increase in the scale of our power plant operations and maintenance business. Our business is generally structured according to turbine type and size- with the smaller turbines typically having a greater use in the oil & gas markets and the larger turbines greater use in the power markets. Light Industrial Turbines - generally less than 10 Mega Watts Our LIT activities include the repair and overhaul of the Siemens and Solar light industrial turbines and related rotating equipment such as pumps and compressors, which are focused primarily on oil & gas applications. Our business in Aberdeen and Maracaibo addresses the global Siemens aftermarket and in the period strengthened its market position and profitability. Our operations in Houston and Dubai have a greater focus on Solar turbines and in the period we extended our range of turbine parts and our range of capabilities which should provide opportunities for growth in 2007 and beyond. Aero-derivative - generally 10 to 50 Mega Watts Our three aero-derivative gas turbine business, which comprises three joint ventures, delivered a strong financial performance. Rolls Wood Group - our joint venture with Rolls-Royce, primarily serving customers in the oil & gas market. Wood Group Pratt & Whitney - our joint venture with Pratt & Whitney, serving customers in the oil & gas and power markets. TransCanada Turbines - our joint venture with TransCanada Pipelines, which is both GE LM and Rolls-Royce approved, serving customers in the oil & gas and power markets. Rolls Wood Group benefited from the strong oil & gas market and will see future benefits from the increase in the installed base of units. Wood Group Pratt & Whitney, following its expansion of scope to include the provision of turbine parts, and combined with the global improvements in the power market, had a particularly strong year, with contract wins in Libya, South Africa, and South America as well as the US market. TransCanada Turbines made good progress in the larger LM6000 turbines focused on the power market, particularly in the Middle East and the Americas. Heavy Industrial Turbines (HIT) - generally more than 50 Mega Watts The Group's HIT activities focus primarily on industrial gas turbines used in power generation applications. Our HIT activities started to benefit from the improving underlying power market, and were successful in increasing the portion of business under long term contract. Important contract wins include the 16 year maintenance contract with Suez Energy International for the maintenance of 8 GE Frame 9E gas turbines, the major equipment at the 665MW plant located at the former Al Rusail Power Company in the Sultanate of Oman. The continuing focus on securing long-term contracts and enhancing efficiency is expected to deliver further margin improvement going forward. Support Services Our broad range of ancillary services provide value-added solutions to our clients as well as supporting our Aero-derivative, LIT and HIT offerings, and enables us to provide an integrated service. Our power plant operations & maintenance activities made excellent progress in 2006 securing several new contracts in the year, including major long term contracts with LS Power in the Western US and Mitsui in Ontario, Canada covering advanced technology turbine equipment. This business has almost trebled its facilities under contract in the last two years and currently has more than 20 long term contracts operating in excess of 8,000 MW of power generation. Our Power Solutions business had lower activity in the first half of the year but entered into a number of contracts in the final quarter. These include three contracts with a combined value of approximately $195m for American Electric Power for peaking facilities providing 680MW of power. Our accessories and components activities had a difficult year, with a lower contribution from military customers somewhat offset by progress in oil & gas and power markets. Our turbine control systems business grew its market share significantly in North America and is starting to expand internationally Financial Review Trading Performance 2006 ($m) 2005 ($m) Change Revenues 3,468.8 2,761.9 +26% EBITA 215.1 149.1 +44% EBITA margin 6.2% 5.4% +0.8 points Amortisation 7.6 4.8 Operating profit 207.5 148.0 +40% Net finance costs 23.9 23.3 Profit before tax 183.6 124.7 +47% Taxation 62.4 41.1 Profit for the year 121.2 83.6 +45% Diluted EPS (cents) 23.4 16.4 +43% Adjusted diluted EPS 24.5 16.6 +48% (cents) Dividend per share 5.0 4.0 +25% (cents) The financial results for 2006 were very strong, with good revenues, profit and margin improvement overall. Total revenue growth was 26%, with Engineering & Production Facilities up 34%, Well Support up 14%, and GTS up 17%. Total EBITA growth was 44% overall, with Engineering & Production Facilities up 61%, Well Support up 26% and Gas Turbine Services up 16%. Excluding the impact of the Protech business sold in 2005, Group EBITA increased by 49% and Well Support EBITA increased by 38%. A detailed review of the trading performance, including further analysis on revenues, EBITA, and EBITA margin movements is contained within the Operating Review. Amortisation increased to $7.6m from $4.8m in 2005. Included within the 2006 charge is the amortisation of software, development costs and licences along with amortisation of other intangible assets arising on acquisitions. Net finance costs for the Group were $23.9m (2005: $23.3m). This represents interest cover(vi) of 9.0 times for 2006 compared to 6.4 times in 2005. The tax charge for the year of $62.4m (2005: $41.1m) represents a tax rate of 34.0% (2005: 34.0%) when measured against profit before tax, impairment and restructuring charges and profit on disposal of subsidiaries. The underlying tax rate in the period increased to 36.4% (2005: 34.2%), with the increase including the impact of a greater proportion of the Group's profits being generated in higher tax jurisdictions, such as the US. Offsetting this increase in the underlying tax rate are adjustments in respect of prior years, the impact of losses and other attributes, and a number of other permanent differences. Measured against profit before tax, the tax rate was 34.0% (2005: 33.0%). Adjusted diluted earnings per ordinary share for the period increased by 48% to 24.5 cents (2005: 16.6 cents) and diluted earnings per ordinary share increased to 23.4 cents (2005: 16.4 cents). The final recommended dividend of 3.5 cents (2005: 2.7 cents) represents an increase of 30%, and results in an increase of 25% in the total dividend for the year of 5.0 cents (2005: 4.0 cents). This increase reflects the Group's confidence in continuing strong growth. Cash Flow 2006 ($m) 2005 ($m) Opening net debt (245.8) (354.3) EBITA 215.1 149.1 Depreciation and other non-cash 63.6 45.9 items Cash generated from operations 278.7 195.0 before working capital movements Working capital movements (53.6) (33.7) Cash generated from operations 225.1 161.3 Acquisitions (50.4) (33.4) Capex and intangible assets (86.3) (65.6) Disposal of subsidiaries 7.3 22.8 Issue/sale of shares 1.8 92.5 Interest, tax, dividends and other (109.6) (69.1) (Increase)/decrease in net debt (12.1) 108.5 Closing net debt (257.9) (245.8) Cash flow generation has increased significantly over 2005, with cash generated from operations before working capital increasing $83.7m or 43%. The working capital outflows during the year reflect the strong sales growth in the year and include an increase of $55.2m in inventories and an increase of $125.6m in receivables, partly offset by an increase of $127.2m in payables. Net working capital, the total of inventory, trade and other receivables, less trade and other payables, as a percentage of annual revenues fell from 16.2% in 2005 to 14.6% in 2006. The Group continued to invest in future growth with expenditure of $136.7m (2005: $99.0m) on acquisitions, capex and intangible assets. The investment in acquisitions, including minority interests and deferred consideration payments, was $50.4m (2005: $33.4m) and included the acquisition of Global Performance and Somias, details of which can be found in the Operating Review. These acquisitions contributed $59.2m to revenues and $3.9m to EBITA in 2006. Capex amounted to $76.5m (2005: $56.4m) and investment in intangible assets was $9.8m (2005: $9.2m). Disposal of subsidiaries in 2006 represents the final receipt for the 2005 disposal of Protech. Net Debt 2006($m) 2005 ($m) Long term borrowings - Fixed Rate 203.9 180.0 - Floating Rate 152.8 167.8 Total long term borrowings 356.7 347.8 Short term borrowings 41.5 47.9 Total borrowings 398.2 395.7 Cash 140.3 149.9 Net Debt 257.9 245.8 Total Borrowing Facilities 840.1 825.1 Net debt at 31 December 2006 was $257.9m, an increase of $12.1m during the year (2005: $245.8m). Whilst largely US dollar denominated, the Group also has other foreign currency borrowings which are mainly used to hedge the Group's net investments in non-US dollar entities. Long-term borrowings amounted to $356.7m (2005: $347.8m) with interest payable at variable rates. Interest rate swaps have been entered into in respect of $203.9m (2005: $180.0m), or 57% (2005: 52%), of total long term borrowings and these have the effect of converting the borrowings to fixed rates of interest with maturities ranging from 2007 to 2012. The weighted average fixed rate of interest, including margin, is 5.0% (2005: 4.8%). At 31 December 2006, the Group had unutilised borrowing facilities of $441.9m (2005: $429.4m) representing 53% (2005: 52%) of total borrowing facilities. The Group's gearing ratio(vii) fell from 36% at December 2005 to 32% at December 2006. The Group's Return on Capital Employed(iii), which is calculated as EBITA divided by average equity plus average net debt, increased from 16.6% in 2005 to 21.5% in 2006. Pensions The Group operates a number of defined contribution pension plans worldwide and one defined benefit pension scheme in the UK. The Group's defined benefit pension liability at December 2006 was $24.9m compared to $33.3m at December 2005. This figure is stated before taking into account the related deferred tax asset of $7.5m (2005: $10.0m). The reduction in the liability, which is sterling denominated, was due to an additional $3.7m (£2.0m) contribution made by the Group in December 2006, a better than expected return on scheme assets in the period, and an increase in bond yields which reduces the present value of scheme liabilities. 5 March 2006 Notes (i) Revenue in 2005 includes $37.5m in relation to the Protech business sold in December 2005. (ii) EBITA represents operating profit of $207.5m (2005: $148.0m) for 2006 including nil for businesses sold (2005: including $5.0m of EBITA in relation to the Protech business sold in December 2005), before adjusting for impairment and restructuring charges of nil (2005: $6.0m), profit on disposal of subsidiaries of nil (2005: $9.7m) and amortisation of $7.6m (2005: $4.8m). This financial term is provided as it is a key unit of measurement used by the Group in the management of its business. (iii) ROCE is Return on Capital Employed and is calculated as Group EBITA, divided by average equity plus average net debt. ROCE excludes discontinuing activities. (iv) Shares held by the Group's employee share ownership trusts are excluded from the number of shares in calculating earnings per ordinary share. Adjusted diluted earnings per ordinary share is based on the diluted number of shares, taking account of share options where the effect of these is dilutive. Adjusted diluted earnings per ordinary share is calculated on earnings before amortisation, impairment and restructuring charges and profit on disposal of subsidiaries, net of tax. (v) EBITA margin is EBITA divided by revenues (vi)Interest cover is EBITA divided by net finance costs (vii) Gearing is net debt divided by total shareholders' equity JOHN WOOD GROUP PLC GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2006 Company Registration Number 36219 Group income statement for the year to 31 December 2006 Note 2006 2005 US$m US$m Revenues 1 3,468.8 2,761.9 Cost of sales (2,768.0) (2,209.7) Gross profit 700.8 552.2 Administrative expenses: Profit on disposal of subsidiaries 4 - 9.7 Impairment and restructuring charges 5 - (6.0) Other administrative expenses (493.3) (407.9) Administrative expenses (493.3) (404.2) Operating profit 1 207.5 148.0 Finance income 2 5.3 2.5 Finance expense 2 (29.2) (25.8) Profit before taxation 3 183.6 124.7 Taxation 6 (62.4) (41.1) Profit for the year 121.2 83.6 Attributable to: Equity shareholders 120.5 80.5 Minority interest 26 0.7 3.1 121.2 83.6 Earnings per share (expressed in cents per share) Basic 8 24.4 17.0 Diluted 8 23.4 16.4 All items dealt with in arriving at the profits stated above relate to continuing operations. Group statement of recognised income and expense for the year to 31 December 2006 Note 2006 2005 US$m US$m Profit for the year 121.2 83.6 Actuarial gains/(losses) on retirement benefit liabilities 30 8.5 (2.5) Movement in deferred tax relating to retirement benefit liabilities (2.6) 0.7 Cash flow hedges - fair value gains 1.8 2.4 - reported in income statement for the year (1.0) 1.4 Tax on foreign exchange losses offset in reserves 3.2 - Exchange differences on retranslation of foreign currency net assets 5.6 (15.5) Total recognised income for the year 136.7 70.1 Adoption of IAS 32 and IAS 39 - Retained earnings - (0.9) - Hedging reserve - (2.4) Total recognised income since last annual report 136.7 66.8 Total recognised income for the year is attributable to: Equity shareholders 136.0 67.0 Minority interest 0.7 3.1 136.7 70.1 Group balance sheetas at 31 December 2006 Note 2006 2005 US$m US$m Assets Non-current assets Goodwill and other intangible assets 9 385.5 328.6 Property plant and equipment 10 247.9 219.5 Long term receivables 5.2 13.5 Financial assets - derivative financial instruments 18 2.6 1.3 Deferred tax assets 20 36.6 19.3 677.8 582.2 Current assets Inventories 12 424.1 362.9 Trade and other receivables 13 792.5 610.7 Income tax receivable 8.7 5.4 Financial assets - derivative financial instruments 18 1.3 1.7 Cash and cash equivalents 14 140.3 149.9 1,366.9 1,130.6 Liabilities Current liabilities Financial liabilities - Borrowings 16 41.5 47.9 - Derivative financial instruments 18 0.9 0.6 Trade and other payables 15 710.8 526.7 Income tax liabilities 37.7 14.8 790.9 590.0 Net current assets 576.0 540.6 Non-current liabilities Financial liabilities - Borrowings 16 356.7 347.8 - Derivative financial instruments 18 0.1 - Deferred tax liabilities 20 7.3 7.0 Retirement benefit liabilities 30 24.9 33.3 Other non-current liabilities 17 31.2 18.7 Provisions 19 23.6 15.1 443.8 421.9 Net assets 810.0 700.9 Shareholders' equity Share capital 22 25.5 25.4 Share premium 23 294.1 292.1 Retained earnings 24 397.4 288.1 Other reserves 25 85.3 75.7 Total shareholders' equity 802.3 681.3 Minority interest 26 7.7 19.6 Total equity 810.0 700.9 The financial statements on pages 2 to 45 were approved by the board of directors on 5 March 2007. Sir Ian Wood, Director Allister G Langlands, Director Group cash flow statement for the year to 31 December 2006 Note 2006 2005 US$m US$m Cash generated from operations 27 225.1 161.3Tax paid (57.0) (37.2) Net cash from operating activities 168.1 124.1 Cash flows from investing activities Acquisition of subsidiaries (net of cash acquired) 28 (26.0) (24.2) Acquisition of minority interests 28 (20.2) - Deferred consideration payments 28 (4.2) (9.2) Disposal of subsidiaries (net of cash disposed) 4 7.3 22.8 Purchase of property plant and equipment (76.5) (56.4) Proceeds from sale of property plant and equipment 8.4 4.2 Purchase of intangible assets (9.8) (9.2) Net cash used in investing activities (121.0) (72.0) Cash flows from financing activities Proceeds from issue of ordinary shares (net of 0.4 90.8 expenses) Repayment of bank loans (17.5) (18.6) Disposal of shares in employee share trusts 1.4 1.7 Interest received 4.5 2.5 Interest paid (29.4) (25.3) Dividends paid to shareholders 7 (20.8) (17.5) Dividends paid to minority interest 26 (1.5) (1.3) Net cash (used in)/from financing activities (62.9) 32.3 Effect of exchange rate changes on cash and cash 6.2 (5.9) equivalents Net (decrease)/increase in cash and cash equivalents (9.6) 78.5 Opening cash and cash equivalents 149.9 71.4 Closing cash and cash equivalents 14 140.3 149.9 Notes to the financial statements for the year to 31 December 2006 Accounting Policies Preparation of accounts Basis of preparation These financial statements have been prepared in accordance with IFRS and IFRIC interpretations adopted by the European Union (`EU') and with those parts of the Companies Act, 1985 applicable to companies reporting under IFRS. The Group financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities held for trading. The preparation of financial statements requires the use of estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of income and expenses during the year. These estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Significant accounting policies The Group's significant accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of consolidation The Group financial statements are the result of the consolidation of the financial statements of the Group's subsidiary undertakings from the date of acquisition or up until the date of disposal as appropriate. Subsidiaries are entities over which the Group has the power to govern the financial and operating policies and generally accompanies a shareholding of more than one half of the voting rights. The Group's interests in joint ventures are accounted for using proportional consolidation. Under this method the Group includes its share of each joint venture's income, expenses, assets, liabilities and cash flows on a line by line basis in the consolidated financial statements. All Group companies apply the Group's accounting policies and prepare financial statements to 31 December. 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. Foreign currencies Income statements of entities whose functional currency is not the US dollar are translated into US dollars at average rates of exchange for the period and assets and liabilities are translated into US dollars at the rates of exchange ruling at the balance sheet date. Exchange differences arising on translation of net assets in such entities held at the beginning of the year, together with those differences resulting from the restatement of profits and losses from average to year end rates, are taken to the currency translation reserve. In each individual entity, transactions in overseas currencies are translated into the relevant functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates ruling at the balance sheet date. Any exchange differences are taken to the income statement. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rate ruling at the balance sheet date. The directors consider it appropriate to record sterling denominated equity share capital in the accounts of John Wood Group PLC at the exchange rate ruling on the date it was raised. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognised only when it is probable that the economic benefits associated with a transaction will flow to the Group and the amount of revenue can be measured reliably. Revenue from services is recognised as the services are rendered, including where they are based on contractual rates per man hour in respect of multi-year service contracts. Incentive performance revenues are recognised upon completion of agreed objectives. Revenue from product sales is recognised when the significant risks and rewards of ownership have been transferred to the buyer, which is normally upon delivery of products and customer acceptance, if any. Where revenue relates to a multi-element contract, then each element of the contract is accounted for separately. Revenues are stated net of sales taxes and discounts. Revenue on lump-sum contracts for services, construction contracts and fixed price long term service agreements, is recognised according to the stage of completion reached in the contract by reference to the value of work done. An estimate of the profit attributable to work completed is recognised once the outcome of the contract can be estimated reliably. Expected losses are recognised in full as soon as losses are probable. The net amount of costs incurred to date plus recognised profits less the sum of recognised losses and progress billings is disclosed as trade receivables/trade payables. Goodwill The Group uses the purchase method of accounting to account for acquisitions. Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is carried at cost less accumulated impairment losses. Other intangible assets Intangible assets are carried at cost less accumulated amortisation. Intangible assets are recognised if it is probable that there will be future economic benefits attributable to the asset, the cost of the asset can be measured reliably, the asset is separately identifiable and there is control over the use of the asset. Where the Group acquires a business, other intangible assets such as customer contracts are identified and evaluated to determine the carrying value on the acquisition balance sheet. Other intangible assets are amortised on a straight line basis over their estimated useful lives, as follows: Computer software -3-5 years Other intangible assets - 1-10 years Property plant and equipment Property plant and equipment (PP&E) is stated at cost less accumulated depreciation and impairment. No depreciation is charged with respect to freehold land and assets in the course of construction. Transfers from PP&E to current assets are undertaken at the lower of cost and net realisable value. Depreciation is calculated using the straight line method over the following estimated useful lives of the assets: Freehold and long leasehold buildings 25 - 50 years Short leasehold buildings period of lease Plant and equipment 3 - 10 years When estimating the useful life of an asset group, the principal factors the Group takes into account are the durability of the assets, the intensity at which the assets are expected to be used and the expected rate of technological developments. Impairment The Group performs impairment reviews in respect of PP&E and other intangible assets whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. In addition, the Group carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset's fair value less costs to sell and its value in use, is less than its carrying amount. For the purposes of impairment testing, goodwill is allocated to the appropriate cash generating unit ("CGU"). The CGU's are aligned to the business unit and sub-business unit structure the Group uses to manage its business. Cash flows are discounted in determining the value in use. Inventories Inventories, which include materials, work in progress and finished goods and goods for resale, are stated at the lower of cost and net realisable value. Product based companies determine cost by weighted average cost methods using standard costing to gather material, labour and overhead costs. These costs are adjusted, where appropriate, to correlate closely the standard costs to the actual costs incurred based on variance analysis. Service based companies' inventories consist of spare parts and other consumables. Serialised parts are costed using the specific identification method and other materials are generally costed using the first in, first out method. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated selling expenses. Allowance is made for obsolete and slow-moving items, based upon annual usage. Cash and cash equivalents Cash and cash equivalents include cash in hand and other short-term bank deposits with maturities of three months or less and bank overdrafts where there is a right of set-off. Bank overdrafts are included within borrowings in current liabilities where there is no right of set-off. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The provision is determined by reference to previous experience of recoverability for receivables in each market in which the Group operates. Deferred consideration Where it is probable that deferred consideration is payable on the acquisition of a business based on an earn out arrangement, an estimate of the amount payable is made at the date of acquisition and reviewed regularly thereafter, with any change in the estimated liability being reflected in goodwill. Taxation The tax charge represents the sum of tax currently payable and deferred tax. Tax currently payable is based on the taxable profit for the year. Taxable profit differs from the profit reported in the income statement due to items that are not taxable or deductible in any period and also due to items that are taxable or deductible in a different period. The Group's liability for current tax is calculated using tax rates enacted or substantively enacted at the balance sheet date. Deferred income tax is provided, using the full liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The principal temporary differences arise from depreciation on PP&E, tax losses carried forward and, in relation to acquisitions, the difference between the fair values of the net assets acquired and their tax base. Tax rates enacted, or substantially enacted, by the balance sheet date are used to determine deferred income tax. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Accounting for derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); (2) hedges of highly probable forecast transactions (cash flow hedge); or (3) hedges of net investments in foreign operations (net investment hedge). Where hedging is to be undertaken, the Group documents the relationship between the hedging instrument and the hedged item at the inception of the transaction, as well as its risk management objective and strategy for undertaking the hedge transaction. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Group performs effectiveness testing on a quarterly basis. Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled through the income statement in periods when the hedged item affects profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or liability, the cost of the asset or liability is adjusted by the gains or losses previously held in equity. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of. Derivatives that do not qualify for hedge accounting Certain derivatives, whilst providing effective economic hedges under the Group's treasury policy are not designated as hedges. Changes in the fair value of any derivative instruments that are not designated for hedge accounting are recognised immediately in the income statement. Fair value estimation The fair value of interest rate swaps is calculated as the present value of their estimated future cash flows. The fair value of forward foreign exchange contracts is determined using forward foreign exchange market rates at the balance sheet date. The carrying values of trade receivables and payables approximate to their fair values. The fair value of financial liabilities is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Operating leases As lessee Payments made under operating leases are charged to the income statement on a straight line basis over the period of the lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the period of lease. As lessor Operating lease rental income arising from leased assets is recognised in the income statement on a straight line basis over the period of the lease. Finance leases As lessee Assets held under finance leases are capitalised as PP&E and depreciated over the shorter of the lease term and the asset's useful life. The capital element of the future lease obligation is recorded as a liability, with the interest element charged to the income statement over the period of the lease so as to produce a constant rate of charge on the capital outstanding. As lessor Finance lease rental income arising from leased assets is recognised in the income statement so as to produce a constant rate of return on the net cash investment. Amounts receivable under finance leases represent the outstanding amounts due under these agreements less amounts allocated to future periods. Retirement benefit liabilities The Group operates a defined benefit scheme and a number of defined contribution schemes and these are accounted for under IAS 19 `Employee Benefits'. The liability recognised in respect of the defined benefit scheme represents the present value of the defined benefit obligations less the fair value of the scheme assets. The assets of this scheme are held in separate trustee administered funds. The defined benefit scheme's assets are measured using market values. Pension scheme liabilities are measured annually by an independent actuary using the projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability. The increase in the present value of the liabilities of the Group's defined benefit pension scheme expected to arise from employee service in the period is charged to operating profit. The expected return on the scheme assets and the increase during the period in the present value of the scheme's liabilities arising from the passage of time are included in finance income/expense. Actuarial gains and losses are recognised in the Group statement of recognised income and expense in full in the period in which they occur. The defined benefit scheme's surpluses, to the extent that they are considered recoverable, or deficits are recognised in full and presented on the face of the balance sheet. The Group's contributions to defined contribution schemes are charged to the income statement in the period to which the contributions relate. Provisions Provision is made for the estimated liability on all products and services still under warranty, including claims already received, based on past experience. Other provisions are recognised where the Group is deemed to have a legal or constructive obligation, it is probable that a transfer of economic benefits will be required to settle the obligation, and a reliable estimate of the obligation can be made. Share based charges relating to employee share schemes The Group has a number of employee share schemes:- Share options granted under Executive Share Option Schemes (`ESOS') are granted at market value. A charge is booked to the income statement as an employee benefit expense for the fair value of share options expected to be exercised, accrued over the vesting period. The corresponding credit is taken to retained earnings. The fair value is calculated using an option pricing model. Share options granted under the Long Term Retention Plan (`LTRP') are granted at par value. The charge to the income statement for LTRP shares is also calculated using an option pricing model and, as with ESOS grants, the fair value of the share options expected to be exercised is accrued over the vesting period. The corresponding credit is also taken to retained earnings. The Group also has a Long Term Incentive Scheme (`LTIS') for directors and key senior executives. Participants are awarded shares dependent on the achievement of certain performance targets. The charge to the income statement for shares expected to be awarded under the LTIS is based on the fair value of those shares at the grant date, spread over the vesting period. The corresponding credit is taken to retained earnings. For those awards that have a market related performance measure, the fair value of the market related element is calculated using a Monte Carlo simulation model. Proceeds received on the exercise of share options are credited to share capital and share premium. Share capital John Wood Group PLC has one class of ordinary shares and these are classified as equity. Dividends on ordinary shares are not recognised as a liability or charged to equity until they have been approved by shareholders. The Group is deemed to have control of the assets, liabilities, income and costs of its employee share ownership trusts (`ESOP trusts'). They have therefore been consolidated in the financial statements of the Group. Shares acquired by and disposed of by the ESOP trusts are recorded at cost. The cost of shares held by the ESOP trusts is deducted from shareholders' equity. Segmental reporting The Group's primary reporting segments are its three operating divisions, namely Engineering & Production Facilities, Well Support and Gas Turbine Services. Engineering & Production Facilities provides a broad range of life-of-field engineering, modifications, maintenance and operations services to oil and gas customers worldwide. Well Support supplies solutions, products and services to increase production rates and recovery from oil and gas reservoirs. It is among the market leaders worldwide in artificial lift using electric submersible pumps, in the provision of surface wellheads and valves and, in the Gulf of Mexico and in parts of South America, in the provision of electric wireline and slickline services. Gas Turbine Services is a world leading independent provider of maintenance, repair and overhaul services for industrial gas turbines and related high speed rotating equipment used for compression, transmission and power generation in the oil and gas and power generation industries. Disclosure of impact of new and future accounting standards The following standards, amendments and interpretations to published standards were mandatory for the year ended 31 December 2006. The application of these standards did not have a material impact on the financial statements. IAS 21 (Amendment) Net investment in a foreign operation IAS 39 (Amendment) Cash flow hedge accounting of forecast intragroup transactions IAS 39 (Amendment) The fair value option IAS 39 and IFRS 4 (Amendment) Financial guarantee contracts IFRS 1 (Amendment) First time adoption of international financial reporting standards IFRIC 4 Determining whether an arrangement contains a lease The Group has not yet adopted the following standards which are only effective for periods commencing on or after 1 January 2007. IFRS 7 `Financial Instruments: Disclosures' This standard consolidates IAS 30 and the disclosure requirements of IAS 32 relating to financial instruments. We do not anticipate that this standard will have any material impact on the Group's financial statements. IFRS 8 `Operating Segments' This standard replaces IAS 14 `Segment Reporting' and proposes that entities adopt a `management approach' to reporting financial performance. We do not anticipate that this standard will have any material impact on the Group's financial statements. 1 Segmental reporting Primary reporting format - business segments Revenues EBITDA(1) EBITA(1) Operating profit Year Year Year ended Year Year ended Year ended ended ended Year ended ended Year ended 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 2006 31 Dec 2005 2006 2005 2006 31 Dec 2005 2006 31 Dec 2005 US$m US$m US$m US$m US$m US$m US$m US$m Engineering & Production Facilities 1,972.7 1,472.3 155.3 98.7 141.9 88.2 138.0 86.0 Well Support (2) 739.1 645.7 93.9 76.3 73.6 58.5 73.5 68.0 Gas Turbine Services 713.7 607.8 54.1 47.8 38.0 32.7 34.7 24.9 Central costs (5) - - (37.7) (28.8) (38.4) (29.5) (38.5) (29.8) Total excluding discontinuing operations 3,425.5 2,725.8 265.6 194.0 215.1 149.9 207.7 149.1 Gas Turbine Services - discontinuing operations (3) 43.3 36.1 0.9 (0.1) - (0.8) (0.2) (1.1) 3,468.8 2,761.9 266.5 193.9 215.1 149.1 207.5 148.0 Finance income 5.3 2.5 Finance expense (29.2) (25.8) Profit before taxation 183.6 124.7 Taxation (62.4) (41.1) Profit for the year 121.2 83.6 Notes EBITDA represents operating profit of US$207.5m (2005 : US$148.0m) before profit on disposal of subsidiaries of US$nil (2005 : US$9.7m), impairment and restructuring charges of US$nil (2005 : US$6.0m), depreciation of US$51.4m (2005 : US$44.8m) and amortisation of US$7.6m (2005 : US$4.8m). EBITA represents EBITDA less depreciation. EBITA and EBITDA are provided as they are units of measurement used by the Group in the management of its business. Well Support's results include revenues of US$nil (2005 : US$37.5m) and operating profit of US$nil (2005 : US$5.0m) earned by the Production Technology business prior to its disposal in December 2005. The discontinuing operations relate to an Aero engine overhaul company which the Group has decided to divest. Revenues arising from sales between segments are not material. 5 Central costs include the costs of central management personnel in both the UK and the US, along with an element of Group infrastructure costs. Segment assets and liabilities Engineering Gas & Production Turbine Discontinuing At 31 December 2006 Facilities Well Support Services Operations Unallocated Total US$m US$m US$m US$m US$m US$m Segment assets 741.4 498.2 594.0 43.6 167.5 2,044.7 Segment liabilities 403.3 160.3 175.3 7.5 488.3 1,234.7 At 31 December 2005 Segment assets 568.2 432.2 518.7 34.7 159.0 1,712.8 Segment liabilities 264.5 132.8 145.2 7.8 461.6 1,011.9 Segment assets and liabilities are presented before the elimination of inter-segment trading balances. Unallocated assets and liabilities includes income tax, deferred tax and cash and borrowings where this relates to the financing of the Group's operations. Other segment items Engineering Gas & Production Turbine Discontinuing 2006 Facilities Well Support Services Operations Unallocated Total US$m US$m US$m US$m US$m US$m Capital expenditure - Property plant and equipment 15.0 36.0 23.1 2.3 0.1 76.5 - Intangible assets 3.8 0.2 5.8 - - 9.8 Non-cash expenses - Depreciation 13.4 20.3 16.1 0.9 0.7 51.4 - Amortisation of other intangible assets 3.9 0.1 3.3 0.2 0.1 7.6 - Other 1.6 8.0 2.7 - - 12.3 2005 US $m US $m US $m US $m US $m US $m Capital expenditure - Property plant and equipment 10.2 28.1 15.2 2.5 0.5 56.5 - Intangible assets 3.9 0.1 5.2 - - 9.2 Non-cash expenses - Depreciation 10.5 17.8 15.1 0.7 0.7 44.8 - Amortisation of other intangible assets 2.2 0.2 1.8 0.3 0.3 4.8 - Impairment - property plant and equipment - - 1.7 - - 1.7 - Other 1.5 0.7 1.4 - - 3.6 Secondary format - geographical segments Revenues Segment assets Capital expenditure 2006 2005 2006 2005 2006 2005 US$m US$m US$m US$m US$m US$m Europe 1,031.3 885.4 486.0 391.7 18.1 16.1 North America 1,514.2 1,103.9 1,059.6 878.1 51.7 29.2 Rest of the World 923.3 772.6 499.1 443.0 16.5 20.4 3,468.8 2,761.9 2,044.7 1,712.8 86.3 65.7 2006 2005 US$m US$m Revenues by category are as follows: Sale of goods 550.5 485.0 Rendering of services 2,918.3 2,276.9 3,468.8 2,761.9 2 Finance expense/(income) 2006 2005 US$m US$m Interest payable on bank borrowings 29.2 25.7 Other interest payable (note 30) - 0.1 Finance expense 29.2 25.8 Interest receivable on short term deposits (4.5) (2.5) Other interest income (note 30) (0.8) - Finance income (5.3) (2.5) Finance expense - net 23.9 23.3 3 Profit before taxation 2006 2005 US$m US$m The following items have been charged/(credited) in arriving at profit before taxation: Employee benefits expense (note 29) 1,276.0 966.3 Cost of inventory recognised as an expense (included in cost 287.4 244.7 of sales) Impairment of inventory 14.6 7.6 Depreciation of property plant and equipment 51.4 44.8 Amortisation of other intangible assets 7.6 4.8 (Gain)/loss on disposal of property plant and equipment (1.4) 0.5 Other operating lease rentals payable: - Plant and machinery 13.8 11.0 - Property 41.4 29.6 Net exchange loss/(gain) on foreign currency borrowings less 13.8 (5.5) deposits Gain on fair value of unhedged derivative financial (0.6) (0.9) instruments Services provided by the Group's auditor and network firms During the year the Group obtained the following services from its auditor at costs as detailed below: 2006 2005 US$m US$m Audit services - Fees payable for audit of parent company and consolidated 0.8 0.9 accounts Non-audit services Fees payable to the company's auditor and its associates for other services: - Audit of subsidiary companies pursuant to legislation 1.0 1.0 - Tax services 0.3 0.2 - Other services 0.1 0.1 2.2 2.2 4 Profit on disposal of subsidiaries 2006 2005 US$m US$m Profit on disposal of subsidiaries - 9.7 In December 2005, the Group disposed of its Production Technology business which was part of the Well Support division. US$22.8m of the proceeds were received in December 2005 with the balance of US$7.3m being paid in February 2006. 5 Impairment and restructuring charges 2006 2005 US$m US$m Impairment and restructuring charges - 6.0 The 2005 impairment and restructuring charge of US$6.0m was in respect of rationalisation of businesses and facilities, severance costs and impairment of property plant and equipment in the Gas Turbine Services division. 6 Taxation 2006 2005 US$m US$m Current tax - Current year 85.7 46.5 - Adjustment in respect of prior years (4.9) (5.1) 80.8 41.4 Deferred tax Relating to origination and reversal of temporary differences (18.4) (0.3) Total tax charge 62.4 41.1 Tax on items charged to equity 2006 2005 US$m US$m Deferred tax movement on retirement benefit liabilities 2.6 (0.7) Current tax credit on exchange movements offset in reserves (3.2) - (0.6) (0.7) Tax is calculated at the rates prevailing in the respective jurisdictions in which the Group operates. The expected rate is the weighted average rate taking into account the Group's profits in these jurisdictions. The expected rate has increased in 2006 due to the change in profitability of the Group's subsidiaries in their respective jurisdictions. The tax for the year is lower (2005 : lower) than the rate of corporate tax expected due to the following factors: 2006 2005 US$m US$m Profit before taxation 183.6 124.7 Profit before tax at expected rate of 36.4% (2005: 34.2%) 66.8 42.6 Effects of: Adjustments in respect of prior years (4.9) (5.1) Non-recognition of losses and other attributes 7.4 5.4 Other permanent differences (6.9) (1.8) Total tax charge 62.4 41.1 7 Dividends 2006 2005 US$m US$m Dividends on equity shares Final dividend paid - year ended 31 December 2005 : 2.7 cents 13.4 11.1 (2005: 2.4 cents) per share Interim dividend paid - year ended 31 December 2006 : 1.5 7.4 6.4 cents (2005: 1.3 cents) per share 20.8 17.5 The directors are proposing a final dividend in respect of the financial year ended 31 December 2006 of 3.5 cents per share which will absorb an estimated US$17.4m of shareholders' funds. The final dividend will be paid on 24 May 2007 to shareholders who are on the register of members on 4 May 2007. The financial statements do not reflect this dividend payable. 8 Earnings per share 2006 2005 Earnings Earnings Earnings attributable Number of Earnings attributable to Number of per to equity shares per equity shares share shareholders share shareholdersUS$m (millions) (cents) US$m (millions) (cents) Basic 120.5 494.7 24.4 80.5 473.4 17.0 Effect of dilutive ordinary shares - 19.4 (1.0) - 17.8 (0.6) Diluted 120.5 514.1 23.4 80.5 491.2 16.4 Amortisation, net of tax 5.4 - 1.1 4.8 - 1.0 Profit on disposal of subsidiaries, net of - - - (7.9) - (1.6) tax Impairment and restructuring charges, net - - - 4.2 - 0.8 of tax Adjusted diluted 125.9 514.1 24.5 81.6 491.2 16.6 Adjusted basic 125.9 494.7 25.4 81.6 473.4 17.2 The calculation of basic earnings per share for the year ended 31 December 2006 is based on the earnings attributable to equity shareholders divided by the weighted average number of ordinary shares in issue during the year excluding shares held by the Group's employee share ownership trusts. For the calculation of diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. The Group has two types of dilutive ordinary shares - share options granted to employees under Executive Share Option Schemes and the Long Term Retention Plan; and shares issuable under the Group's Long Term Incentive Scheme. Adjusted EPS is disclosed to show the results excluding the impact of amortisation, impairment and restructuring charges and profit on disposal of subsidiaries, net of tax. 9 Goodwill and other intangible assets Computer software Goodwill Other Total US$m US$m US$m US$m Cost At 1 January 2006 312.5 22.1 16.7 351.3 Exchange differences 4.8 1.9 0.7 7.4 Additions - 5.1 4.7 9.8 Acquisitions 38.4 - 8.2 46.6 Reclassification from property, - - 0.9 0.9 plant and equipment Reclassification from current - - 1.6 1.6 assets At 31 December 2006 355.7 29.1 32.8 417.6 Aggregate amortisation and 0.4 13.1 9.2 22.7 impairment At 1 January 2006 Exchange differences - 1.3 0.5 1.8 Charge for the year - 3.9 3.7 7.6 At 31 December 2006 0.4 18.3 13.4 32.1 Net book value at 31 December 2006 355.3 10.8 19.4 385.5 Cost At 1 January 2005 297.5 16.9 13.8 328.2 Exchange differences (3.7) (1.5) (0.5) (5.7) Additions - 6.7 2.5 9.2 Acquisitions 18.7 - 0.9 19.6 At 31 December 2005 312.5 22.1 16.7 351.3 Aggregate amortisation and 0.4 10.6 8.3 19.3 impairment At 1 January 2005 Exchange differences - (1.0) (0.4) (1.4) Charge for the year - 3.5 1.3 4.8 At 31 December 2005 0.4 13.1 9.2 22.7 Net book value at 31 December 2005 312.1 9.0 7.5 328.6 In accordance with IAS 36 `Impairment of assets', goodwill was tested for impairment during the year. The impairment tests were carried out on a Cash Generating Unit (`CGU') basis using the budgeted cash flows for 2007/8. Cash flows for 2009-11 are assumed to grow at a rate of 5% per annum. Subsequent cash flows have been assumed to grow at 3% per annum. The cash flows have been discounted using a pre-tax discount rate of 10%. No impairment of goodwill is required in 2006. The carrying amounts of goodwill by division are: Engineering & Production Facilities US$234.4m (2005 : US$191.9m), Gas Turbine Services US$87.4m (2005 : US$86.7m) and Well Support US$33.5m (2005 : US$33.5m). Other includes development costs, licences and customer contracts. Development costs with a net book value of US$8.7m (2005 : US$3.1m) are internally generated intangible assets. 10 Property plant and equipment Land and Land and buildings buildings - - Long Short leasehold leasehold and Plant and freehold equipment Total US$m US$m US$m US$m Cost At 1 January 2006 52.1 15.9 372.2 440.2 Exchange differences 0.5 1.0 12.1 13.6 Additions 1.4 1.5 73.6 76.5 Acquisitions - - 3.2 3.2 Disposals (0.7) (0.1) (14.8) (15.6) Reclassification as other - - (0.9) (0.9) intangible assets Reclassification as current - - (1.7) (1.7) assets At 31 December 2006 53.3 18.3 443.7 515.3 Accumulated depreciation and impairment At 1 January 2006 18.6 8.7 193.4 220.7 Exchange differences 0.1 0.5 7.6 8.2 Charge for the year 2.8 1.5 47.1 51.4 Disposals (0.4) (0.1) (8.6) (9.1) Reclassification as current assets - - (3.8) (3.8) At 31 December 2006 21.1 10.6 235.7 267.4 Net book value at 31 December 2006 32.2 7.7 208.0 247.9 Cost At 1 January 2005 49.8 15.9 350.7 416.4 Exchange differences (0.7) (0.6) (9.1) (10.4) Additions 4.6 1.0 50.9 56.5 Acquisitions 1.7 - 1.8 3.5 Disposals (3.3) (0.4) (13.2) (16.9) Company sold - - (2.1) (2.1) Reclassification as current assets - - (6.8) (6.8) At 31 December 2005 52.1 15.9 372.2 440.2 Accumulated depreciation and impairment At 1 January 2005 16.8 7.9 175.5 200.2 Exchange differences (0.8) (0.2) (5.5) (6.5) Charge for the year 3.1 1.1 40.6 44.8 Acquisitions 0.2 - 0.4 0.6 Impairment - 0.3 1.4 1.7 Disposals (0.7) (0.4) (10.1) (11.2) Company sold - - (1.1) (1.1) Reclassification as current assets - - (7.8) (7.8) At 31 December 2005 18.6 8.7 193.4 220.7 Net book value at 31 December 2005 33.5 7.2 178.8 219.5 Plant and equipment includes assets held for lease to customers under operating leases of US$37.4m (2005: US$33.0m). Additions during the year amounted to US$12.4m (2005 : US$12.0m) and depreciation totalled US$9.1m (2005 : US$7.0m). The gross cost of these assets at 31 December 2006 is US$52.3m (2005 : US$41.9m) and aggregate depreciation is US$14.9m (2005 : US$8.9m). Impairment is included in the `impairment and restructuring charges' line in the income statement (see note 5). Property plant and equipment includes assets in the course of construction of US$11.6m (2005 : US$10.8m). 11 Joint ventures In relation to the Group's interests in joint ventures, its share of assets, liabilities, income and expenses is shown below. 2006 2005 US$m US$m Non-current assets 55.4 56.2 Current assets 218.4 200.2 Non-current liabilities (8.8) (15.6) Current liabilities (162.7) (150.4) Net assets 102.3 90.4 Income 397.5 315.8 Expenses (366.8) (286.9) Profit before tax 30.7 28.9 Tax (8.8) (7.6) Share of post tax results from joint ventures 21.9 21.3 The joint ventures have no significant contingent liabilities to which the Group is exposed, nor has the Group any significant contingent liabilities in relation to its interest in the joint ventures other than the bank guarantees described in note 32. 12 Inventories 2006 2005 US$m US$m Materials 74.5 76.3 Work in progress 69.1 58.9 Finished goods and goods for resale 280.5 227.7 424.1 362.9 13 Trade and other receivables 2006 2005 US$m US$m Trade receivables 691.2 514.7 Less: provision for impairment (23.6) (11.4) Trade receivables - net 667.6 503.3 Amounts recoverable on contracts 15.2 11.2 Amounts receivable under finance leases 7.8 9.9 Prepayments and accrued income 54.8 36.7 Other receivables 47.1 49.6 792.5 610.7 Total amounts receivable under finance leases, including amounts allocated to future periods of US$1.3m (2005 : US$3.9m) is US$11.4m (2005 : US$21.3m). Rentals receivable during the year under finance leases amounted to US$12.4m (2005 : US$13.6m). Amounts receivable under finance leases of US$3.6m (2005 : US$11.4m) are included in long term receivables. 14 Cash and cash equivalents 2006 2005 US$m US$m Cash at bank and in hand 85.8 75.7 Short-term bank deposits 54.5 74.2 140.3 149.9 The effective interest rate on short-term deposits was 5.3% (2005 : 4.3%) and these deposits have an average maturity of 91 days (2005 : 32 days). 15 Trade and other payables 2006 2005 US$m US$m Trade payables 255.4 192.8 Other tax and social security payable 40.6 27.9 Accruals and deferred income 384.7 277.1 Deferred consideration 12.6 3.9 Other payables 17.5 25.0 710.8 526.7 16 Financial liabilities - borrowings 2006 2005 US$m US$m Bank loans and overdrafts due within one year or on demand Unsecured 41.5 47.9 Non-current bank loans Unsecured 356.7 347.8 Bank loans are denominated in a number of currencies and bear interest based on LIBOR or foreign equivalents appropriate to the country in which the borrowing is incurred. The effective interest rates on the Group's borrowings at the balance sheet date were as follows: 2006 2005 % % US Dollar 5.77 4.76 Sterling 5.74 5.17 Euro 4.14 2.75 Australian Dollar 6.77 6.03 Canadian Dollar 4.93 4.02 The carrying amounts of the Group's borrowings are denominated in the following currencies: 2006 2005 US$m US$m US Dollar 190.3 246.2 Sterling 117.8 61.3 Euro 22.6 17.1 Australian Dollar 4.5 7.3 Canadian Dollar 43.7 48.8 Other 19.3 15.0 398.2 395.7 17 Other non-current liabilities 2006 2005 US$m US$m Deferred consideration 24.2 13.2 Other payables 7.0 5.5 31.2 18.7 Deferred consideration represents amounts payable on acquisitions made by the Group and is expected to be paid over the next four years. 18 Financial instruments The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Board reviews and agrees policies for managing each of these risks and these are summarised below. Interest rate risk The Group finances its operations through a mixture of retained profits and bank borrowings. The Group borrows in the desired currencies at floating rates of interest and then uses interest rate swaps as cash flow hedges to generate the desired interest profile and to manage the Group's exposure to interest rate fluctuations. The Group's long-term policy is to maintain approximately 50% of its borrowings at fixed rates of interest. At 31 December 2006, approximately 51% (2005 : 45%) of the Group's borrowings were at fixed rates after taking account of interest rate swaps. Liquidity risk As regards liquidity, the Group's policy has throughout the year been that, to ensure continuity of funding, at least 90% of the Group borrowing facilities (excluding joint ventures) should mature in more than one year. At 31 December 2006, 96% (2005 : 96%) of the Group borrowing facilities were due to mature in more than one year. Foreign currency risk The Group is exposed to foreign exchange risk arising from various currencies. The Group also has significant overseas subsidiaries whose revenues and expenses are denominated in other currencies. In order to protect the Group's balance sheet from movements in exchange rates, the Group finances its net investment in non US dollar subsidiaries primarily by means of borrowings denominated in the appropriate currency. Some of the sales of the Group's businesses are to customers in overseas locations. Where possible, the Group's policy is to eliminate all significant currency exposures on sales at the time of the transaction through forward currency contracts. Where the Group does not hedge account for these forward contracts, changes in the forward contract fair values are booked through the income statement. The Group carefully monitors the economic and political situation in the countries in which it operates to ensure appropriate action is taken to minimise any foreign currency exposure. Credit risk The Group's credit risk primarily relates to its trade receivables. The Group's major customers are typically large companies which have strong credit ratings assigned by international credit rating agencies. The Group has a broad customer base and management believe that no further credit risk provision is required in excess of the provision for impairment of receivables. Price risk The Group is not exposed to any significant price risk in relation to its financial instruments. Numerical financial instrument disclosures are set out below. The book value and net fair value of the Group's derivative financial instruments at the balance sheet date were as follows: 2006 2005 US$m US$m Contracts with positive fair values: Interest rate swaps 3.0 1.5 Forward foreign currency contracts 0.9 1.5 3.9 3.0 Contracts with negative fair values: Interest rate swaps (0.3) (0.1) Forward foreign currency contracts (0.2) (0.5) Currency options (0.5) - (1.0) (0.6) These amounts are disclosed in the financial statements as follows: 2006 2005 US$m US$m Non-current assets 2.6 1.3 Current assets 1.3 1.7 3.9 3.0 Non-current liabilities 0.1 - Current liabilities 0.9 0.6 1.0 0.6 Interest rate swaps The notional principal amount of the Group's outstanding interest rate swap contracts at 31 December 2006 was US$203.9m (2005 : US$180.0m). At 31 December 2006 the fixed interest rates varied from 2.7% to 5.2% (2005 : 2.7% to 5.0%) and the floating rate was 5.8% including margin (2005 : 5.0%). The Group interest rate swaps are for periods of 5 years and they expire between 2007 and 2010 with the exception of one US$25m swap which is a 10 year swap expiring in 2012. The bank has a break option on the 10 year swap in 2007. The bank also has a break option on a US$25m 5 year swap. This option is exercisable on a quarterly basis. The fair value gains and losses relating to the interest rate swaps and which are deferred in equity at 31 December will reverse in the income statement over the term of the swaps. Net investment in foreign entities The Group has foreign currency borrowings which it has designated as a hedge of subsidiary company net assets. The fair value of the borrowings at 31 December 2006 was US$137.5m (2005 : US$78.3m). The foreign exchange loss of US$14.3m (2005 : gain US$2.1m) on translation of the borrowings into US dollars has been recognised in the currency translation reserve. Fair value of non-derivative financial assets and financial liabilities Where market values are not available, fair values of non-derivative financial assets and financial liabilities have been calculated by discounting expected future cash flows at prevailing interest rates and by applying year end exchange rates. The fair value of short-term borrowings, trade and other payables, trade and other receivables, short-term deposits and cash at bank and in hand approximates to the carrying amount because of the short maturity of interest rates in respect of these instruments. Long-term borrowings are generally rolled over for periods of three months or less. Fair value of long-term borrowings 2006 2005 Book value Fair value Book value Fair value US$m US$m US$m US$m Long-term borrowings (note 16) (356.7) (356.7) (347.8) (347.8) Fair value of other financial assets and financial liabilities Primary financial instruments held or issued to finance the Group's operations: Trade and other receivables (note 792.5 792.5 610.7 610.7 13) Cash at bank and in hand (note 14) 85.8 85.8 75.7 75.7 Short-term deposits (note 14) 54.5 54.5 74.2 74.2 Trade and other payables (note 15) (710.8) (710.8) (526.7) (526.7) Short-term borrowings (note 16) (41.5) (41.5) (47.9) (47.9) Other non-current liabilities (note (31.2) (31.2) (18.7) (18.7) 17) Maturity of financial liabilities The maturity profile of the carrying amount of the Group's non-current liabilities at 31 December was as follows: 2006 2005 Borrowings Other Total Borrowings Other Total US$m US$m US$m US$m US$m US$m In more than one year but not more than two years 1.6 13.9 - 20.4 20.4 15.5 In more than two years but not more than five years 346.2 4.8 351.0 356.7 10.8 367.5 356.7 31.2 387.9 347.8 18.7 366.5 Borrowing facilities The Group has the following undrawn committed borrowing facilities available at 31 December in respect of which all conditions precedent had been met at that date: 2006 2005 US$m US$m Expiring within one year 23.6 8.3 Expiring between one and two years 8.9 - Expiring in more than two years but not more than five years 409.4 421.1 441.9 429.4 All undrawn borrowing facilities are floating rate facilities. The facilities expiring within one year are annual facilities subject to review at various dates during 2007. The facilities have been arranged to help finance the Group's activities. All these facilities incur commitment fees at market rates. 19 Provisions Warranty provisions Other Total US$m US$m US$m At 1 January 2006 11.5 3.6 15.1 Exchange differences 0.4 - 0.4 Charge to income statement 7.2 6.8 14.0 Payments during the year (5.6) (0.3) (5.9) At 31 December 2006 13.5 10.1 23.6 Warranty provisions These provisions are recognised in respect of guarantees provided in the normal course of business relating to contract performance. They are based on previous claims history and it is expected that most of these costs will be incurred over the next two years. Other provisions At 31 December 2006, other provisions of US$10.1m (2005 : US$3.6m) have been recognised. This amount includes provisions for future losses on two overseas onerous contracts and a provision for non-recoverable overseas indirect taxes. It is expected that most of the costs in relation to these provisions will be incurred over the next two years. 20 Deferred tax Deferred tax is calculated in full on temporary differences under the liability method using the tax rate applicable to the territory in which the asset or liability has arisen. The movement on the deferred tax account is shown below: 2006 2005 US$m US$m At 1 January (12.3) (12.3) Exchange differences (1.2) 1.0 Credit to income statement (18.4) (0.3) Deferred tax relating to retirement benefit liabilities 2.6 (0.7) At 31 December (29.3) (12.3) The deferred tax account is presented in the financial statements as follows: Deferred tax assets (36.6) (19.3) Deferred tax liabilities 7.3 7.0 (29.3) (12.3) No deferred tax is recognised on the unremitted earnings of overseas subsidiaries and joint ventures. As these earnings are continually reinvested by the Group, no tax is expected to be payable on them in the foreseeable future. If the earnings were remitted, tax of US$20.1m (2005 : US$17.3m) would be payable. The Group has unrecognised tax losses of US$44.3m (2005 : US$39.3m) to carry forward against future taxable income. Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net. The deferred tax balances are analysed below:- Accelerated tax depreciation Other Total US$m US$m US$m Deferred tax assets 10.0 (46.6) (36.6) Deferred tax liabilities 4.6 2.7 7.3 Net deferred tax (asset)/liability 14.6 (43.9) (29.3) 21 Share based charges The Group currently has three types of share based payment scheme, namely Executive Share Option Schemes (`ESOS'), the Long Term Retention Plan (`LTRP') and the Long Term Incentive Scheme (`LTIS'). Details of each of the schemes are given in the Directors' Remuneration Report and in note 22. The charge in the Group income statement for these schemes is US$9.7m (2005 : US$7.9m) The assumptions made in arriving at the charge for each scheme are given below: ESOS and LTRP There are currently 490 employees participating in these schemes. For the purposes of calculating the fair value of the options a Black-Scholes option pricing model has been used. Based on past experience, it has been assumed that options will be exercised, on average, six months after the earliest exercise date, which is four years after grant date, and there will be a lapse rate of 20%-25%. The share price volatility used of 35%-40% is based on the actual volatility of the Group's shares since IPO as well as that of comparable companies. The risk free rate of return of 4%-5% is based on the implied yield available on zero coupon gilts with a term remaining equal to the expected lifetime of the options at the date of grant. A dividend yield of 1.0% has been used in the calculation. The fair value of options granted under the ESOS during the year was £0.87 (2005 : £0.45). The fair value of options granted under the LTRP during the year ranged from £2.25 to £2.51 (2005 : £1.37 to £1.72). The weighted average remaining contractual life of share options at 31 December 2006 is 6.0 years. LTIS The actual performance for 2006 on the two non-market related performance targets has been assumed to continue for the remainder of the three year cycle and the share based charge is calculated using a fair value of £1.40. The charge for the market related performance target has been calculated using a Monte Carlo simulation model using similar assumptions to the ESOS and LTRP calculations. 22 Share capital 2006 2005 Authorised US$m US$m 720,000,000 (2005: 720,000,000) ordinary shares 34.9 34.9 of 3 1/3 pence 2006 2005 shares US$m shares US$m Issued and fully paid Ordinary shares of 3 1/3pence each At 1 January 515,237,930 25.4 483,531,380 23.5 Issue of new shares 375,000 - 24,356,550 1.5 Allocation of shares to employee 1,020,000 0.1 7,350,000 0.4 share trusts At 31 December 516,632,930 25.5 515,237,930 25.4 During the year 375,000 ordinary shares of 3 1/3pence were issued at prices varying from 17 1/3 pence per share to 93 1/3pence per share, on the exercise of options granted under the John Wood Group PLC 1994 Approved Executive Share Option Scheme and the John Wood Group 1996 Unapproved Executive Share Option Scheme. Executive Share Option Schemes The following options to subscribe for new or existing shares were outstanding at 31 December: Number of ordinary shares under Exercise option price Year of Grant 2006 2005 (per share) Exercise period 1998 46,290 121,290 15 2/3p 2003-2008 2000 574,038 1,965,864 17 1/3p 2005-2010 2000 - 90,000 18 1/3p 2005-2010 2001 645,000 1,335,000 93 1/3p 2006-2011 2001 4,987,200 5,164,500 83 1/3p 2006-2011 2002 1,651,500 1,726,500 83 1/3p 2007-2012 2003 500,000 500,000 161 1/4p 2007-2013 2003 3,428,542 3,635,001 158 p 2007-2013 2004 6,601,041 6,901,328 128 ½p 2008-2014 2004 - 60,000 143 ½p 2008-2014 2005 1,917,292 1,985,000 145 p 2009-2015 2006 1,019,000 - 265 ¼p 2010-2016 21,369,903 23,484,483 Details of the Group's Executive Share Option Schemes are set out in the Directors' Remuneration Report. Share options are granted at an exercise price equal to the average mid-market price of the shares on the three days prior to the date of grant. 6,252,528 options (2005 : 2,177,154) were exercisable at 31 December 2006. 1,062,500 options were granted during the year, 2,337,946 options were exercised during the year and 839,134 options lapsed during the year. The weighted average share price during the period for options exercised over the year was £2.45 (2005 : £1.82). 22 Share capital (continued) There are no performance criteria attached to the exercise of the options granted prior to 2003. Options granted to directors under the share option scheme adopted during 2002, and implemented in 2003, are subject to performance criteria as set out in the Directors' Remuneration Report. There are no performance criteria under this scheme for options granted to employees. Long Term Retention Plan The following options granted under the Group's LTRP were outstanding at 31 December: Number of ordinary shares under Exercise price Year of option Grant 2006 2005 (per share) Exercise period 2003 1,688,056 1,793,489 3 1/3p 2007-2008 2004 100,000 120,000 3 1/3p 2008-2009 2005 138,003 138,003 3 1/3p 2009-2010 2006 1,299,733 - 3 1/3p 2010-2011 3,225,792 2,051,492 Options are granted under the Group's LTRP at par value (3 1/3 pence per share). There are no performance criteria attached to the exercise of options under the LTRP. However, no LTRP options are granted unless the Group achieves a minimum level of EPS growth of RPI plus 3%. The level of grant varies between RPI plus 3% and the maximum grant of RPI plus 10%. 1,313,354 LTRP options were granted during the year, 28,453 LTRP options were exercised during the year and 110,601 LTRP options lapsed during the year. Further details of the LTRP are provided in the Directors' Remuneration Report. Long Term Incentive Scheme The Group introduced a Long Term Incentive Scheme (`LTIS') in 2005. Under this Scheme, the executive directors (but not the Chairman) and other key senior executives are awarded shares dependent upon the achievement of performance targets established by the Remuneration Committee. The performance measures for the first cycle are operating profit, return on capital employed and growth in the company's share price. The share price performance measure applies to the executive directors only. The awards are in the form of restricted shares and are deferred for two years from the award date. On the assumption that 2006 actual performance is repeated in 2007, 7,100,669 shares are potentially issuable under the scheme. Further details of the LTIS are provided in the Directors' Remuneration Report. John Wood Group PLC is a public limited company, incorporated and domiciled in Scotland. 23 Share premium 2006 2005 US$m US$m At 1 January 292.1 200.9 Arising on issue of new shares, net of expenses 0.4 89.3 Allocation of shares to employee share trusts 1.6 1.9 At 31 December 294.1 292.1 Expenses of share issue amounted to US$0.1m (2005 : $1.4m). 24 Retained earnings 2006 2005 US$m US$m At 1 January - before adoption of IAS 32 and IAS 39 288.1 215.7 Adoption of IAS 32 and IAS 39 - (0.9) At 1 January 288.1 214.8 Profit for the year attributable to equity shareholders 120.5 80.5 Dividends paid (20.8) (17.5) Credit relating to share based charges 9.7 7.9 Actuarial gain/(loss) on retirement benefit liabilities 8.5 (2.5) Movement in deferred tax relating to retirement benefit (2.6) 0.7 liabilities Shares allocated to ESOP trusts (1.7) (2.3) Shares disposed of by ESOP trusts 1.4 1.7 Exchange differences in respect of shares held by ESOP trusts (5.7) 4.8 At 31 December 397.4 288.1 Retained earnings are stated after deducting the investment in own shares held by employee share trusts. Investment in own shares represents the cost of 21,059,981 (2005 : 22,031,380) of the company's ordinary shares totalling US$46.4m (2005 : US$40.4m). Options have been granted over 46,290 (2005 : 121,290) shares held by the ESOP trusts. Shares acquired by the trusts are purchased in the open market using funds provided by John Wood Group PLC to meet obligations under the Employee Share Option Schemes and the LTRP. During 2006, 1,020,000 shares at a value of US$1.7m were allocated to the trust in order to satisfy the exercise of share options. 1,991,399 shares were issued during the year to satisfy the exercise of share options at a value of US$1.4m. Exchange adjustments of US$5.7m arose during the year relating to the retranslation of the investment in own shares from sterling to US dollars. The costs of funding and administering the schemes are charged to the income statement in the period to which they relate. The market value of the shares at 31 December 2006 was US$108.0m (2005 : US$77.2m) based on the closing share price of £2.62 (2005 : £2.04). The ESOP trusts have waived their rights to receipt of dividends. 25 Other reserves Capital Currency reduction translation Hedging Total reserve reserve reserve US$m US$m US$m US$m At 1 January 2005 - before adoption of 88.1 1.7 - 89.8 IAS 32 and IAS 39 Adoption of IAS 32 and IAS 39 - - (2.4) (2.4) At 1 January 2005 88.1 1.7 (2.4) 87.4 Exchange differences on retranslation of foreign currency net assets - (15.5) - (15.5) Fair value gains - - 3.8 3.8 At 31 December 2005 88.1 (13.8) 1.4 75.7 Exchange differences on retranslation of foreign currency net assets - 5.6 - 5.6 Tax on foreign exchange losses offset in - 3.2 - 3.2 reserves Fair value gains - - 0.8 0.8 At 31 December 2006 88.1 (5.0) 2.2 85.3 A capital redemption reserve was created on the conversion of convertible redeemable preference shares immediately prior to the IPO in June 2002. The capital redemption reserve was converted to a capital reduction reserve in December 2002 and is part of distributable reserves. The currency translation reserve relates to the retranslation of foreign currency net assets on consolidation. This was reset to zero on transition to IFRS at 1 January 2004. The hedging reserve relates to the accounting for derivative financial instruments under IAS 39. Fair value gains and losses in respect of effective cash flow hedges are recognised in the hedging reserve. 26 Minority interest 2006 2005 US$m US$m At 1 January 19.6 12.0 Acquisition of minority interest (11.1) - Share of profit for the year 0.7 3.1 Dividends paid (1.5) (1.3) Minority interest recognised on conversion of joint venture to - 5.8 subsidiary At 31 December 7.7 19.6 27 Cash generated from operations 2006 2005 US$m US$m Reconciliation of operating profit to cash generated from operations: Operating profit 207.5 148.0 Adjustments for: Depreciation 51.4 44.8 (Gain)/loss on disposal of property plant and (1.4) 0.5 equipment Amortisation of other intangible assets 7.6 4.8 Share based charges 9.7 7.9 Impairment and restructuring charges - non-cash impact - 5.3 Profit on disposal of subsidiaries - (9.7) Increase/(decrease) in provisions 8.1 (0.2) Changes in working capital (excluding effect of acquisition and disposal of subsidiaries) Increase in inventories (55.2) (44.1) Increase in receivables (125.6) (35.5) Increase in payables 127.2 46.1 Exchange differences (4.2) (6.6) Cash generated from operations 225.1 161.3 Analysis of net debt At 1 January Exchange At 31 movements December 2006 Cash flow 2006 US$m US$m US$m US$m Cash and cash equivalents 149.9 (15.8) 6.2 140.3 Short term borrowings (47.9) 12.3 (5.9) (41.5) Long term borrowings (347.8) 5.2 (14.1) (356.7) Net debt (245.8) 1.7 (13.8) (257.9) 28 Acquisitions The assets and liabilities acquired in respect of Book value and acquisitions during the year were as follows: fair value US$m Property plant and equipment 3.2 Other intangible assets 8.2 Inventories 0.9 Trade and other receivables 25.4 Bank overdraft (8.4) Trade and other payables (17.6) Minority interest (1.6) Net assets acquired 10.1 Goodwill 25.4 Consideration 35.5 Consideration satisfied by: Cash 17.6 Deferred consideration 17.9 35.5 The Group has used acquisition accounting for all purchases and, in accordance with the Group's accounting policies, the goodwill arising on consolidation of US$25.4m has been capitalised. Acquisitions during the year include the purchase of 100% of Global Performance Holdings Inc in March and the purchase of 55% of Somias in May. The acquisitions carried out during the year provide the Group with access to new markets and strengthen the Group's capabilities in certain areas. The acquired companies will be in a position to access the Group's wider client base and use the Group's existing relationships to further grow and develop their businesses. These factors contribute to the goodwill recognised by the Group on the acquisitions during the year. Deferred consideration payments of US$4.2m were made during the year in respect of acquisitions made in prior periods. Payments during the year and changes to previous estimates of deferred consideration have resulted in additional goodwill of US$5.5m. US$20.2m was paid to acquire minority interests, including the minority shareholdings of Mustang Engineering Holdings Inc, resulting in additional goodwill of US$7.5m. The outflow of cash and cash equivalents on the acquisitions made during the year is analysed as follows: US$m Cash consideration 17.6 Bank overdraft acquired 8.4 26.0 The results of the Group, as if the above acquisitions had been made at the beginning of period, would have been as follows: US$m Revenues 3,483.5 Profit for the year 121.7 The acquired businesses earned cumulative revenues of US$14.7m from the beginning of the year to their respective acquisition dates. From the dates of acquisition to 31 December 2006, the acquisitions contributed US$59.2m to revenues and US$2.4m to profit for the year. 29 Employees and directors Employee benefits expense 2006 2005 US$m US$m Wages and salaries 1,155.8 869.0 Social security costs 89.4 73.2 Pension costs - defined benefit schemes (note 30) 7.1 7.0 Pension costs - defined contribution schemes (note 30) 23.7 17.1 1,276.0 966.3 Average monthly number of employees (including executive 2006 2005 directors) No. No. By geographical area: Europe 4,544 3,952 North America 9,115 7,576 Rest of the World 5,855 5,059 19,514 16,587 Key management compensation 2006 2005 US$m US$m Salaries and short-term employee benefits 15.7 13.7 Amounts receivable under long-term incentive schemes 8.8 4.5 Post employment benefits 0.9 0.9 Share based charges 6.0 5.4 31.4 24.5 The key management figures given above include executive directors. 2006 2005 Directors US$m US$m Aggregate emoluments 5.6 4.4 Aggregate gains made on the exercise of share options 1.4 2.1 Aggregate amounts receivable under long-term incentive 1.5 1.2 schemes Company contributions to defined contribution pension 0.1 0.1 schemes 8.6 7.8 One director (2005: one) has retirement benefits accruing under a defined contribution pension scheme. Retirement benefits are accruing to six (2005: five) directors under the company's defined benefit pension scheme. Further details of directors emoluments are provided in the Directors' Remuneration Report. 30 Retirement benefit liabilities One of the Group's pension schemes in the UK, the John Wood Group PLC Retirement Benefits Scheme, is a defined benefit scheme, which is contracted out of the State Scheme and provides benefits based on final pensionable salary. The assets of the scheme are held separately from those of the Group, being invested with independent investment companies in trustee administered funds. The most recent actuarial valuation of the scheme was carried out at 5 April 2004 by a professionally qualified actuary. On 5 April 2007 there will be a change to the benefits provided under the scheme. From that date benefits will be based on Career Averaged Revalued Earnings ("CARE"). The principal assumptions made by the actuaries at the balance sheet date were: 2006 2005 % % Rate of increase in pensionable salaries 5.20 4.75 Rate of increase in pensions in payment and deferred 2.75 2.75 pensions Discount rate 5.20 4.80 Expected return on scheme assets 7.03 7.09 The expected return on scheme assets is based on market expectation at the beginning of the period for returns over the entire life of the benefit obligation. The mortality assumptions used by the actuary take account of standard actuarial tables compiled from UK wide statistics relating to occupational pension schemes. These assumptions are regularly reviewed for their appropriateness. The exchange rates used to retranslate the pension disclosures into US$ are as follows: 2006 2005 Average rate £1 = US$ 1.8427 1.8170 Closing rate £1 = US$ 1.9572 1.7168 The amounts recognised in the balance sheet are determined as follows: 2006 2005 US$m US$m Present value of funded obligations (165.3) (137.0) Fair value of scheme assets 140.4 103.7 Net liabilities (24.9) (33.3) The major categories of scheme assets as a percentage of total scheme assets are as follows: 2006 2005 % % Equity securities 81.3 84.7 Corporate bonds 3.2 7.5 Gilts 9.7 7.7 Cash 5.8 0.1 The amounts recognised in the income statement are as follows: 2006 2005 US$m US$m Current service cost included within employee benefits 7.1 7.0 expense Interest cost 7.3 6.3 Expected return on scheme assets (8.1) (6.2) Total included within net finance (income)/expense (0.8) 0.1 The employee benefits expense is included within administrative expenses. Changes in the present value of the defined benefit liability are as follows: 2006 2005 US$m US$m Present value of obligation at 1 January 137.0 122.2 Current cost 7.1 7.0 Interest cost 7.3 6.3 Actuarial (gains)/losses (5.6) 14.8 Scheme participants contributions 3.5 3.2 Benefits paid (3.7) (2.1) Exchange differences 19.7 (14.4) Present value of obligation at 31 December 165.3 137.0 Changes in the fair value of scheme assets are as follows: 2006 2005 US$m US$m Fair value of scheme assets at 1 January 103.7 88.3 Expected return on scheme assets 8.1 6.2 Contributions 13.6 9.7 Benefits paid (3.7) (2.1) Actuarial gains 2.9 12.3 Exchange differences 15.8 (10.7) Fair value of scheme assets at 31 December 140.4 103.7 Analysis of the movement in the balance sheet liability: 2006 2005 US$m US$m At 1 January 33.3 33.9 Current service cost 7.1 7.0 Finance (income)/expense (0.8) 0.1 Contributions (10.1) (6.5) Net actuarial (gains)/losses recognised in the year (8.5) 2.5 Exchange differences 3.9 (3.7) At 31 December 24.9 33.3 Contributions include a one-off payment of US$3.7m (£2.0m) made by the company in December 2006 as part of the CARE transition arrangements. Cumulative actuarial (gains) and losses recognised in equity: 2006 2005 US$m US$m 33.0 At 1 January 35.5 Net actuarial (gains)/losses recognised in the year (8.5) 2.5 At 31 December 27.0 35.5 The actual return on scheme assets was US$11.0m (2005 : US$18.5m). History of experience gains and losses: 2006 2005 2004 2003 2002 Difference between the expected and actual return on scheme assets : Gain/(loss) (US$m) 2.9 12.3 4.9 6.3 (11.6) Percentage of scheme assets 2% 12% 6% 10% 26% Experience gains/(losses) on scheme liabilities: Gain/(loss) (US$m) 5.6 (14.8) (9.7) (7.5) (2.4) Percentage of the present value of the 3% 11% 8% 8% 4% scheme liabilities Present value of scheme liabilities 165.3 137.0 122.2 93.0 67.1 (US$m) Fair value of scheme assets (US$m) 140.4 103.7 88.3 65.5 43.8 Deficit (US$m) 24.9 33.3 33.9 27.5 23.3 The contribution expected to be paid during the financial year ending 31 December 2007 amounts to US$5.9m (£3.0m). In addition, as part of the transition of the scheme to a CARE basis, the Group will make an additional contribution of US$3.9m (£2.0m) in April 2007. Pension costs for defined contribution schemes are as follows: 2006 2005 US$m US$m Defined contribution schemes 23.7 17.1 31 Operating lease commitments - minimum lease payments 2006 2005 Vehicles, Vehicles, plant and plant and equipment equipment Property Property US$m US$m US$m US$m Commitments under non-cancellable operating leases expiring: Within one year 6.7 2.4 5.5 1.4 Later than one year and less than five 19.3 8.7 23.5 8.9 years After five years 18.5 0.6 11.0 0.4 44.5 11.7 40.0 10.7 The Group leases various offices and warehouses under non-cancellable operating lease agreements. The leases have various terms, escalation clauses and renewal rights. The Group also leases plant and machinery under non-cancellable operating lease agreements. 32 Contingent liabilities At the balance sheet date the Group had cross guarantees without limit extended to its principal bankers in respect of sums advanced to subsidiaries. At 31 December 2006, the Group has outstanding guarantees of US$9.1m (2005 : US$14.0m) in respect of joint venture banking arrangements. 33 Capital and other financial commitments 2006 2005 US$m US$m Contracts placed for future capital expenditure not 3.4 4.4 provided in the financial statements The capital expenditure above relates to property plant and equipment. There are no significant joint venture capital commitments included in the figures above. There are financial commitments relating to the purchase of shares from certain subsidiary minority shareholders based on the profits of these subsidiaries and the payments extend over a number of years. 34 Related party transactions The following transactions were carried out with the Group's joint ventures. These transactions comprise sales and purchases of goods and services in the ordinary course of business. 2006 2005 US$m US$m Sale of goods and services to joint ventures 120.7 95.2 Purchase of goods and services from joint ventures 6.8 6.7 Receivables from joint ventures 20.9 12.7 Payables to joint ventures 3.2 5.8 In addition to the above, the Group charged JW Holdings Limited, a company in which Sir Ian Wood holds a controlling interest, an amount of US$0.1m (2005 : US$0.1m) for management services provided under normal commercial terms. Key management compensation is disclosed in note 29. 35 Principal subsidiaries and joint ventures The Group's principal subsidiaries and joint ventures are listed below. Country of incorporation Ownership or Name of subsidiary or joint registration interest % Principal activity venture Engineering & Production Facilities: Wood Group Engineering (North UK 100 Engineering design, Sea) Limited operations maintenance and management SIGMA 3 (North Sea) Limited UK 33.3* Engineering design, operations maintenance and management Mustang Engineering Holdings USA 100 Engineering design Inc. Alliance Wood Group Engineering USA 100 Engineering design L.P. J P Kenny Engineering Limited UK 100 Engineering design SIMCO Consortium Venezuela 49.5* Operations maintenance and management Wood Group Production Services, USA 100 Operations maintenance Inc. and management Wood Group Colombia S.A. Colombia 100 Operations maintenance and management Deepwater Specialists Inc USA 100 Commissioning services Wood Group Equatorial Guinea Cyprus 100 Operations maintenance Limited and management Global Performance Holdings, USA 100 Engineering, project Inc and construction management Well Support: Wood Group ESP, Inc. USA 100 Electric submersible pumps Corporacion ESP de Venezuela CA Venezuela 100 Electric submersible pumps Wood Group Products & Services Argentina 100 Electric submersible SA pumps Wood Group Pressure Control, USA 100 Valves and wellhead L.P. equipment Wood Group Pressure Control UK 100 Valves and wellhead Limited equipment Wood Group Logging Services USA 100 Logging services Inc. Gas Turbine Services: Wood Group Light Industrial UK 100 Gas turbine repair and Turbines Limited overhaul Wood Group Engineering Services Jersey 100 Gas turbine repair and overhaul (Middle East) Limited Rolls Wood Group (Repair & UK 50* Gas turbine repair and Overhauls) overhaul Limited TransCanada Turbines Limited Canada 50* Gas turbine repair and overhaul Wood Group Advanced Parts Switzerland 100 Provision of gas Manufacture AG turbine parts Wood Group Gas Turbine Services UK 100 Gas turbine repair and Limited overhaul Wood Group Field Services, Inc. USA 100 Gas turbine repair and overhaul Wood Group Power Solutions, USA 100 Provision of gas Inc. turbine packages Wood Group Pratt & Whitney USA 49* Gas turbine repair and Industrial Turbine Services, overhaul LLC Wood Group Power Operations, USA 100 Power plant operations Inc and maintenance The proportion of voting power held equates to the ownership interest, other than for joint ventures (marked *) which are jointly controlled. Shareholder information Payment of dividends The Company declares its dividends in US dollars. As a result of the shareholders being mainly UK based, dividends will be paid in sterling, but if you would like to receive your dividend in US dollars please contact the Registrars at the address below. All shareholders will receive dividends in sterling unless requested. If you are a UK based shareholder, the Company encourages you to have your dividends paid through the BACS (Banker's Automated Clearing Services) system. The benefit of the BACS payment method is that the Registrars post the tax vouchers directly to the shareholders, whilst the dividend is credited on the payment date to the shareholder's Bank or Building Society account. UK shareholders who have not yet arranged for their dividends to be paid direct to their Bank or Building Society account and wish to benefit from this service should contact the Registrars at the address below. Sterling dividends will be translated at the closing mid-point spot rate on 4 May 2007 as published in the Financial Times on 5 May 2007. Officers and advisers Secretary and Registered Office I Johnson John Wood Group PLC John Wood House Greenwell Road ABERDEEN AB12 3AX Tel: 01224 851000 Registrars Lloyds TSB Registrars Scotland PO Box 28448 Finance House Orchard Brae EDINBURGH EH4 1WQ Tel: 0870 601 5366 Stockbrokers JPMorgan Cazenove Limited Credit Suisse Auditors PricewaterhouseCoopers Chartered Accountants LLP Financial calendar Results announced 6 March 2007 Ex-dividend date 2 May 2007 Dividend record date 4 May 2007 Annual General Meeting 17 May 2007 Dividend payment date 24 May 2007 The Group's Investor Relations website can be accessed at www.woodgroup.com. ---------------------------------
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