John Wood Group PLC (WG.L) Earnings Call Transcript & Summary

I think we're just about there. Well, good morning, everyone. Welcome to our 2021 results presentation, and obviously, these results are a little later than expected. So thanks to everyone for your patience. So firstly, let me begin with some introductions of the Wood team. Simon McGough, our new President of Investor Relations is with us today, as is Paula Murphy, our Chief Communications and Marketing Officer; Ken Gilmartin. Have your hand up, Paula, Ken, Simon. Ken is our Chief Operating Officer; and Roy Franklin, our Chair, is also here today. So giving a bit of an overview of what David and I will cover this morning. Performance in 2021, we'll take over the headlines from me, then a detailed financial walk-through from David. We'll go into in some depth, de-risking our Projects business. That will be a deep dive into how we've reduced our exposure to lump-sum turnkey contracts and therefore, reduced the risk in this part of the business. We'll talk about our improving business momentum. Our order book at year-end was up 19%, and we've got a return to organic growth in both our consulting and Operations businesses in the second half of 2021, which we're pleased about. And we'll give you an update on the sale of our Built Environment business, which is progressing very well, and we're on course to announce a sale in the second quarter of this year. There is also significant opportunities ahead, so we'll highlight how well placed Wood is for helping our clients solve challenges across energy transition and industrial decarbonization while maintaining energy security, which is something that's more important than ever in today's changing world. On that very note, we announced a few weeks ago that we decided, like many others, to exit our operations in Russia. We are actively engaged in efforts to do so while safeguarding the safety and welfare of any colleagues affected. Of course, we continue to keep the people of Ukraine at the forefront of our thoughts. You'll have seen this slide before. Our capabilities span the entire asset life cycle from conceptual engineering planning through design, build and operate, all the way to what we call asset repurposing. Post-sale of our Built Environment business, we will continue to operate right across this life cycle with enduring services across Consulting, Projects and Operations, more of which we'll cover later in the presentation. Here's a nice summary slide showing us how we service different end markets across our business units. Our work in conventional energy is mostly upstream and midstream oil and gas work, increasingly including elements of decarbonization and carbon intensity reduction for our customers. Our solutions across Process and Chemicals touch many markets from refining and petrochemicals through biorefining, synthetic aviation fuels to specialty chemicals and polymers. And we've got a range of solutions across hydrogen, from gray to blue to green and in carbon capture. We show these in Process and Chemicals here, but in reality, they actually touch every part of our business from helping to develop green hydrogen as a clean fuel source through to capturing carbon for conventional energy operations. Our work in renewables and other sectors include activities across solar and wind as well as our work in minerals processing, various industrial processes and power. And finally, you can see the Built Environment. As a sector, this is around 27% of the group. The business is primarily in our consulting business unit and this subset of our Consulting business is a portion of the portfolio which we are selling, and I'll come back to in more detail a bit later. I would also note here that the Consulting business post-sale remains a very material part of the group, offering crucial solutions across all our other markets and enduring significant synergy opportunities. So now a brief overview of our 2021 performance. It was quite a challenging year operationally. The pressures of COVID-19 continued to impact our business and challenges in our project business impacted revenue and cash performance, which David will go into in some more detail. We did, however, make good progress in our efforts to de-risk our Projects business through reducing our exposure to lump sum turnkey contracts, and I'll come back to this later in the morning's presentation, and we've ended the year with improving momentum with a growing order book and good win rates. I'll now hand over to David to take you through our financial review.

Thank you, Robin. So good morning, everyone. 2021 was a challenging year with the ongoing pressures of the pandemic, mixed market conditions and challenges in our projects business. Despite this, we saw margins improve, trading momentum increased in H2 and significant growth in our order book. Revenue of $6.4 billion was down 14% on a like-for-like basis. We saw growth in Consulting and Operations but also a significant decline in our Projects business. Revenue performance improved during the second half, up around 4% overall on the first half, with Projects stabilizing and continued growth in Consulting and Operations. We delivered EBITDA of $554 million and a margin improvement with EBITDA margin up 0.4% on a like-for-like basis to 8.6%. And that was a result of cost efficiencies, revenue mix and improved overall execution. There was a free cash outflow of $398 million due to a significant working capital outflow in our Projects business and continued high exceptional cash costs, primarily a result of investigation payments and restructuring costs. We've seen strong order book growth throughout the year, up 19% to $7.7 billion, led by growth in Consulting and Operations and a stabilizing of order book in Projects. Within our order book, the revenue to be delivered this year is up 6% on last year. Revenue has reduced 14% like-for-like compared to the prior period, and that reflects post-COVID recovery more than offset by reduced project activity. After accounting for the $63 million revenue impact of the nuclear disposal during 2020, Consulting grew by 2%, with a strong second half of trading led by higher activity across the Built Environment market. The main driver of lower volumes was in our Projects business, which is down 34% year-on-year as larger EPC contracts, such as YCI came to an end, and these have been replaced by smaller, often earlier stage scopes. Activity was also impacted by some of our customers postponing or delaying investment decisions. As Robin will cover in more detail, we have made purposeful changes in the year to reduce the level of contract risk in Projects. Revenue grew by 4% in Operations, again reflecting a stronger second half as market conditions in conventional energy continued to improve. We have seen improving momentum in our business as markets recover with H2 revenue up 4% on H1 2021. Revenue performance in Consulting and Operations has continued to improve since H2 2020, reinforcing our expectations of higher activity levels in 2022. Consulting was up 4% comparing H1 '21 to H2 2020 and then up a further 4% in H2 '21 over H1 '21. Operations was up 6%, comparing H1 '21 to H2 2020 and then up a further 10% in H2 '21 over H1 '21. In Projects, H1 '21 revenue was down significantly in H2 2020, and then we saw a stabilization in the second half of the year with H2 revenue broadly flat with H1 '21. Revenue phasing has moved back towards our usual profile, productivity is slightly weighted towards the second half. In 2021, revenue phasing was 49%, 51%. Adjusted EBITDA was down 10% on a like-for-like basis, and this has mostly been driven by reduced activity in Projects, and that was partly offset by improved margins. In Operations, we had a lower EBITDA despite higher activity due to favorable contract closeouts in 2020, which were not repeated to the same extent in 2021. Against the backdrop of challenging market conditions, we've continued to make progress in improving our margin. Group margins increased by 0.4%, with improved margins in Consulting, 0.3%; and Projects, 1.5%, offset by lower margins in Operations, which were down 1.4%. The Margin improvement has been helped by cost efficiencies across the business, including $40 million of benefit from our Future Fit initiative. Consulting margin has been supported by cost efficiencies and increased utilization in the second half. Projects margin improvement is a result of improved overall project execution, a lower level of losses on underperforming contracts, a shift in mix towards higher-margin contracts and profit upsides from contract closeouts. The Operations margin reflects a lower level of profit upside from closing out contract obligations in the year, and that's compared to a high level in 2020 across multiple contracts. During 2021, the total Aegis contract loss increased by $99 million. The majority of this loss related to the reduction of expected recoveries from the client, together with higher anticipated costs to complete. For some context, the Aegis contract is a legacy AFW contract awarded in 2016 for the construction of an antimissile defense facility in Poland. Our latest total project loss estimate is $222 million, of which $99 million was charged to the P&L during 2022. We are confident the project will complete in the second half of 2022 and expect cash outflows of around $45 million during the year. In addition, we incurred $78 million of restructuring costs, which broadly fit into 2 categories. We have spent around $30 million of various initiatives, which support the improved efficiency and enhancement of group profitability in the medium to long term. And these include the conclusion of our Future Fit program. Complementary to this, the group has sharpened its focus on markets where we know we can make an impact and deliver higher margins. This has resulted in the strategic decisions to exit certain locations and end markets that do not fit this profile. The most material of which were our [ Paris office, the Peregrino ] industrial large EPC sector and our ATG automation business. Our order book is up 19% year-on-year with strong growth in Consulting and Operations, which were up 24% and 27%, respectively. We ended the year with strong book-to-bill ratios in both Consulting and Operations with Operations showing particularly strong performance. And this was due to a number of multiyear renewals, which are mainly in conventional energy and include over $500 million of contracts for oil and gas Operations in the North Sea, asset optimization in the Norwegian North Sea and an engineering and project management in the Middle East. The work we are performing across conventional energy increasingly has elements of helping our customers decarbonize, optimize their operations and increase production efficiency as well as supplying renewable energy to operations. Order book in Projects was up 2% year-on-year, having improved from Q1 throughout the year, highlighting that our Project business has continued to stabilize after the roll-off of some significant contracts. It's worth mentioning that the growth in our project's order book is partly constrained by the continued work we are doing de-risking our contract portfolio. And Robin will cover that in more detail shortly. In addition to the year-on-year growth we've seen in total order book, we've also seen an increase in visibility of our order book beyond the next 12 months. With the proportion of our revenue due for delivery beyond 12 months, up by around 45%, and that's almost $1 billion on the prior year. Revenue of $4.7 billion for delivery in 2022 supports our expectations for increased activity, and that represents a growth of 6% compared to last year. As mentioned in the previous slide, we continue to reduce the risk in our Projects business and have made significant progress on this in recent years. To give you a sense of how we've evolved our order book profile, at December 2018, the split was around 70% reimbursable, 30% fixed price. And within that 30%, 10% was from large scale over $100 million contracts. By comparison, at December 21, order book profile was 80% reimbursable, with 20% fixed price and with less than 2% of fixed price from large-scale over $100 million contracts. I'll now take you through each of the BUs in a bit more detail. So starting with Consulting. Revenue was up 2% year-on-year. Revenue growth was led by higher activity across the Built Environment market. Adjusted EBITDA grew by 4%, with revenue growth supported by margin expansion to 12.7%. And that margin expansion reflects efficiency improvements and increased activity in H2, which was up 4%. Order book at 31 December was up 24% to $2.2 billion, driven by Built Environment, circa 20%; and conventional energy, circa 30%, highlighting the positive trends we're seeing in the energy part of our Consulting business. Revenue for delivery of $1.5 billion in 2022 is up 14% from 2021 and supports our expectation of strong growth. It's also worth noting that post the sale of Built Environment, there will remain a sizable energy-focused Consulting business that generated revenue of around $600 million in 2021 and grew backlog by around 15%. Moving on to Projects. Revenue was down 34% in the year, reflecting the completion of some larger EPC contracts in Process and Chemicals and our steps to de-risk our contract portfolio. H2 revenue was flat on H1. Adjusted EBITDA was down 18%, reflecting the decline in revenue offset by higher margins. The margin improvement partly reflects improved overall project execution with strong performance outside North America outweighing losses in North America. Margin did also benefit from the completion of some underperforming contracts. Order book was up slightly at 31 December, with new wins being equal to work off during the year. At December '21, revenue for delivery in 2022 of $1.3 billion is down 13% on 2021. Though we've seen some good wins in recent months and have a significant value of selected but not booked that sits outside order book. In 2022, we expect modest growth weighted towards H2 as market conditions continue to improve. Operations. So revenue grew by 4% on a like-for-like basis, with a stronger H2 up 10% on H1 as market conditions in conventional energy continued to improve. Overall, adjusted EBITDA was down 8% despite higher revenue due to favorable contract closeouts in 2020, not repeating to the same extent in '21. 2021 included one-off benefits of around $12 million that will not repeat in 2022. The disposal of TCT in Q4 2020 and Sulzer Wood in Q1 have had a negative impact on our reported EBITDA growth. Order book at 31 December '21 was up a significant 27%, and that was driven by multiyear renewals in conventional energy and with $1.8 billion for delivery in 2022, and that's up 18% on '21, and again, supporting our expectation of higher activity levels. Turning to cash flow. Our definition of free cash flow includes all cash flows before M&A and dividends. There is a free cash outflow of $398 million due to a significant working capital outflow in our Projects business from lower activity and from the de-risking of our portfolio. The higher tax paid primarily reflects the timing of payments in Canada as activity levels recovered. Movement in provisions in 2021 is higher and includes $30 million related to asbestos. Exceptional cash outflows totaling $159 million included payments in respect of investigation settlements, costs associated with Future Fit and exiting underperforming operations and costs related to prior period onerous leases. Net debt has increased by $379 million, reflecting the working capital outflow in Projects and continued cash drags from legacy investigations, asbestos and onerous leases. At 31 December, our net debt-to-EBITDA on a reported basis was 3.3x, within our covenant levels for the group's borrowings, which are set at 3.5x. Our free cash flow was disappointing in 2021 with a significant outflow driven by 3 principal reasons: firstly, performance in Projects; Aegis; and finally, a continued high level of exceptional cash costs. Across all 3 of these areas, we expect improvement in the next couple of years. Post the sale of the Built Environment, we are considering options to lower exceptional cash costs by, for example, paying down the SFO liability early or selling our asbestos liability. Looking into 2022, we expect cash outflows from Aegis and asbestos to remain at a similar level to '21. Exceptional cash outflows from investigation settlements, restructurings and onerous leases will reduce in 2022. The group had total facilities of $2.6 billion at 31 December 2021, of which $1.7 billion are drawn, leaving a headroom of $1.3 billion. Total available borrowings comprise $800 million of U.S. private placement notes with maturity dates out to 2031, weighted towards later dates. We have a $600 million term loan backed by UKEF under a revolving credit facility of $1.2 billion, and both of these mature in 2026. Turning to outlook. Because of the impact of the proposed sale of the Built Environment, we have not given detailed guidance at this stage. However, the strength of our order book gives us confidence of revenue growth in 2022 relative to 2021. Cash performance will continue to be impacted by exceptional cash drags. And as such, debt reduction will be driven by the Built Environment sale. As is usual, we expect a working capital outflow in H1, and this will result in higher net debt at 30th of June. And with that, I'll now pass back to Robin.

Good. Thank you, David. I'll now pick up on some of the key topics in a bit more depth. So firstly, I want to cover the enduring steps we have taken to de-risk our contract portfolio. So let's start with a summary of the contract types across the group. 83% of what we do is either cost reimbursable or fixed price consultancy work, very low risk. 17% is, therefore, fixed price EPC work. Of this, the vast majority is service-led, limited scopes, very defined and predictable work packages, and this part of the contract portfolio has generally seen profitable outcomes over many, many years. This leaves a lump sum turnkey work, which was around 5% of revenues last year. These are projects where we take on the full project, all of the risk. We include here projects where we take on risk into either mechanical completion or complete project commissioning. I'll turn to that in a bit more depth on the next slide. So this slide shows a reduction in lump sum turnkey risk over the last few years. On the left, you'll see the large circle, and this is all the revenue from 2018 to 2021. This has reduced year after year due to our deliberate actions to limit the enterprise exposure to this type of work. Included in these years, just for complete clarity, is the Aegis contract, some large-scale chemical plant projects, multiple power process and renewables work as well as some smaller projects. So it's a complete portfolio. The performance across these contracts has actually varied from actually very good returns through to loss-making projects, most notably Aegis and some of the power process and renewable contracts in North America. So what changes have we made? Well, firstly, let me just say this has been a long journey of portfolio stabilization and de-risking, and let me summarize that journey. In 2018, we ceased to allow any bids on any project over $500 million on a lump sum turnkey basis. In 2018, we discontinued and exited the business from the OCONUS market. This is the overseas military lump-sum turnkey projects. Some of you may remember that at the time, there were 3 projects from the Amec Foster Wheeler transaction within this portfolio. Space Fence, which was at a claim stage and is now complete. Guam, which was at a very early stage, and that was a JV, which we extracted ourselves from. And Aegis, this was a project that was in flight and had no credible commercial extraction available to us, and as David touched on, we expect to complete it in the second half of this year. Between 2018 and 2020, we made a variety of management changes across this portfolio, both operational and functional to achieve more outcome predictability. And during the period, we also severely limited the bidding activity and reduced lump sum turnkey portfolio and overall risked revenue. In 2020, we created the global Projects business unit through restructuring and in doing so, improved our operational and commercial governance regime. And in '21, we exited the large-scale power and industrial lump-sum turnkey market entirely. So we've now got a very limited number of power and renewable projects in the portfolio, and we've kept our revenue exposure below USD 350 million. The opportunity pipeline has also been extensively divested over this period and calibrated across the lump sum turnkey opportunities to remove any opportunities that would have the wrong risk return and/or contractual exposure to the company. And this in itself has led to over $2 billion of factored opportunities being taken out of the project's pipeline. So where are we now with lump-sum turnkey projects? The bidding activity and approval to bid threshold is exceptionally high, and we're extremely selective on what we decide to bid and on what terms and with whom. Lump-sum turnkey will be a diminishing part of our portfolio and only taken on if the risk-return and contractual terms are appropriate, and we'll manage the risk by minimizing our exposure to it, only ever managing our limited portfolio only ever low single percentage of revenue moving forward. It's important just to clarify, we do have examples where managed well, these contracts provide good value for us and help us to support our clients as they expand into new markets themselves, but we will limit the company exposure. Now to look at the momentum we saw at the end of last year. The chart here shows the order book recovered as the year progressed. It was up 20% at $7.7 billion, supported by good win rates, and I'm pleased to say with gross margin levels and bids maintained. On to the sale of the Built Environment Consulting business. This is progressing well, and we expect to announce a sale agreement in the second quarter of this year. We believe this sale will deliver significant value to our shareholders as well as strengthening our balance sheet. We're exploring a range of options for the proceeds from improving the free cash flow of the group by paying off some of the legacy cash issues we've got in our balance sheet through to looking at shareholder returns and how we can potentially invest and strengthen our position across the energy transition in industrial decarbonization. And we look forward to seeing more in these areas over the coming months, and we plan to hold a Capital Markets Day once we've completed the sale and in doing so, commence our next strategic cycle. And I wanted to take a look at the market opportunities ahead of us. And this is perhaps best done by framing energy around the twin pillars of energy security at one end and sustainability at the other. And we're well placed across both. Net zero pledges cover 75% of global CO2 emissions. I think everyone estimates this will be a significant investment level, USD 100 trillion is required to meet that sort of a pledge. And it would be of decades, decades of experience across hydrogen, carbon capture and storage, renewable energy and biorefining, highly relevant markets to capture a chunk of that investment. In terms of energy security, OECD secure and affordable energy supply chains are increasingly policy central for a variety of reasons, and our core conventional energy basins are already experiencing a pickup in investment, some of that momentum coming through to '22. At Wood, we've got decades of experience in delivering secure and predictable energy for our clients. And one thing that stands out is how increasingly these are very interlinked and very aligned to the U.N. Sustainable Development Goal #7 in providing affordable and clean energy to all. This is a very important slide for us as we look ahead. Our solutions across the energy market help customers address the themes on the previous slide. We've highlighted 5 major growth drivers: low carbon energy from wind and solar through to hydrogen, plus work on the transmission and distribution of clean energy. Resourcing the energy transition through, for example, helping our mineral processing clients sustainably attract the minerals needed for the electrical vehicle revolution; industrial decarbonization as we help clients reduce emissions from their operations; carbon intensity reduction, where our technical expertise and know-how can help make a huge difference towards a net zero and reducing the carbon intensity of conventional energy assets; and of course, energy security, playing a crucial role in ensuring the world has access to secure and affordable energy. And we're seeing a distinct increase in new project opportunities in relation to energy security coming into our pipeline again for fairly obvious reasons. We've pulled together here just some examples of the work we're doing across the energy transition today. In terms of low-carbon energy, we're supporting ADNOC and pre-feed and design of the new blue ammonia facility in TA'ZIZ, building hydrogen supply and using ammonia as a low-carbon fuel across a wide range of industrial applications. Here in the U.K., we're supporting a high net in one of the world's leading hydrogen storage and distribution projects. That will save 10 million tonnes of carbon dioxide by 2030. Just last week, we announced a new contract in Chile with Total Eren, where we will provide conceptual engineering on a large-scale green hydrogen production facility. And when we look at resource and energy transition, we'll be the owner engineer on the U.K.'s first large-scale commercial lithium refinery for green lithium. We're partnering with Honeywell and a new carbon neutral aviation fuel, for which we see tremendous potential. And with the renewable energy group, we're helping them to expand the renewable diesel biorefinery in Louisiana. When we look at decarbonizing industry, we're seeing growing opportunities to help our clients decarbonize our industrial portfolios, including with Shell and Acorn, as outlined here, but this is prevalent across many of our long-serving energy clients. Decarbonizing operations, we predict that carbon intensity reduction will become and remain a central priority for many of our clients as they grapple with the delivery of their own net zero pledges. Nevada Gold, illustrated here, includes the deployment of a solar plant to offset conventional power production. Chevron have commissioned a solar microgrid to decarbonize an unconventional asset in U.S. shale, which we've been awarded. And finally, as I said in the last slide, energy security has become very much back into the spotlight recently. We've always maintained and a need to ensure continued secure, affordable energy supply as we transition to new cleaner, lower and no-carbon sources. And we're seeing greater opportunities in energy security, including recent wins with Gassco to renovate the receiving facilities in the U.K. and Europe with Turkish Petroleum and the Sakarya gas field and with ADNOC and Aramco in the Middle East, to name but a few. Finally, I just wanted to highlight the progress we've made on our ESG strategy in the year. And it's really important to read -- and something I'm very proud of that despite the challenges we faced in '21, we continued the momentum across all of the areas to which we're committed. Some particular highlights for us where we maintained our AA leader rating from MSCI. We increased female representation in our senior leadership roles as we head towards at least 40% of that gender balance by 2030, and we saw a 31% reduction in our Scope 1 and 2 emissions. So to conclude, we have an improving business momentum with a return to organic growth in 2 of our 3 businesses, better quality and lower risk revenues ahead and an order book 19% higher than last year. The sale of our Built Environment business is progressing very well, and we expect to announce a sale agreement in the second quarter of this year. We believe this sale will deliver significant value for our shareholders as well as strengthening our balance sheet. We see significant growth potential in secure and sustainable energy and industrial and decarbonization using our skills, experience and heritage. We're very positive about the future we'll be able to unlock with the breadth of end markets that we now have that are fully in line with the investment priorities of our clients. I've also shared with the Board that I consider the sale of the Built Environment business is marking the start of the next strategic phase for Wood and is an appropriate time for me to step down as Chief Executive. I announce this now to allow the Board time to select the successor. I'll remain in role until my successor is appointed and, of course, fully committed to delivering the business, progressing the Built Environment sale to completion and establishing a smooth transition and handover. So with that, we'll now hand over to any questions. Thank you.

It's Henry Tarr at Berenberg. A couple of questions. The first, just around order intake. So backlog clearly up sort of strongly through last year, but sort of flattish through the second half. Could you share a little bit how order intake looked through the first quarter? And then as we think about this year, I understand the Built Environment sale will have a material impact. But if we were to ignore that for a second, underlying revenue, do you think would be growing somewhat similar to what we see in backlog for execution this year. So mid- to high single digit, is that a sensible place to be? And then just secondly, on cash. There's very helpful slides in there on the provisions and the exceptionals. I think -- could you just kind of lay out again where we might end up for 2022? So I think for '21, provisions plus the cash exceptionals coming out at about $235 million for 2022, where do you expect this to come out relative to that?

Any other questions, Henry?

That will do for now.

Let me start with perhaps the guidance, which I think was a lot of your question. So as you will have picked up, as a result of the Built Environment sale, we're not giving out any detailed profit guidance. But there's some useful pointers within the presentation and within the prelims that I would highlight. Firstly, as you picked up, the strength of our order book, so it grew 19% in total last year. But then when we look at 2022, the revenue in the order book grew by 6% compared to last year. And that's what's given us confidence around the top line growth that we expect. From that top line growth, we'd ordinarily expect to benefit EBITDA from some operational leverage. And then finally, within the BU elements, you'll see we've highlighted some benefits to profitability in 2021 that we don't expect to repeat in 2022, specifically in Operations where we had about $12 million of contract closeout benefits that we don't expect in 2022. And then in the center, we had a property sale of $11 million. So hopefully, that's helpful in terms of you're working through your numbers from the profit side. In terms of moving on to cash and net debt, maybe just to cover a range of that. Maybe the first thing I'll start is just maybe talking about our 2021 cash performance because clearly, overall, it's been disappointing. But if I look at our operational cash performance in 2021 and if I start with our Consulting and Operations business, there, we've had really good cash conversion, really good cash performance as we've had almost every year. And so that's a high performing part of the business from a cash perspective. And then on the other side, we've clearly had a disappointing year in Projects, where we've had a significant outflow -- working capital outflow as we de-risked the business. And so, we've taken on less EPC activity in their business, and we've run off larger contracts, and that's had an impact on our Projects business. So if we look at outside of our operational cash, we've clearly had significant exceptional items in terms of investigations and restructuring costs principally. If I look forward into 2022, we still expect that same good operational cash performance from our Operations and our Consulting business and we expect significant improvement from our Projects business because we do believe that de-risking is largely in the rearview mirror. In terms of the exceptional cash outflows, we've highlighted what we expect will happen in 2022. And we've highlighted investigations. Restructuring will come down to a relatively small level. Things like Aegis and asbestos will persist. If I go beyond 2022, then things like the investigations will persist. We make $40 million of payment in '22, which we made in the first half. We then make a similar payment in '23 and '24. But some of the other things start to roll off, so onerous leases roll off as we get to '24. And in terms of Aegis, we expect to complete Aegis in '22, and that obviously will then roll off into '23. So overall, you've got a picture of -- we've still got significant exceptional costs in '22, and they start to trend downwards as we move forward to '23, '24. I think what the Built Environment sale gives us -- and we've talked about this before, is the opportunity to reset. And so that financial reset for us is in 2 forms. One, obviously, in terms of net debt. It allows us to significantly strengthen our balance sheet. And then also gives us options around our free cash flow. Clearly, there will be a significant interest benefit, but we then have options around what we do with things like the SFO payments. We have the option to pay that early, which will then significantly strengthen free cash flow in '23 and '24. We're looking at our asbestos liability. Could we sell that at an appropriate price? And again, that would improve free cash flow as we go forward. So that's the overall picture looking forward in the short and medium term in terms of cash guidance. And then I think this was your last question, which was around order book in Q1. We continue to progress order book in Q1. We're happy with how that's playing out. We've not given out any numbers. We're still closing our books for March, so it'd be a bit premature. What we have seen is that continued build in our project backlog. Clearly, we've entered the year with less backlog for the current year than we did have last year. Part of that is where we were in terms of order intake. Part of it is looking back to 2020. We still had some of the stuff around YCI, for example, that we then burned off. So we're continuing to see our Projects order book built. We've got a significant amount, over $500 million in selected, not booked. And again, that's supportive to our confidence. And we do see an improving macro environment in Projects. That said, we expect the recovery in our Projects business to be weighted more towards the second half. So hopefully, that...

It's James Thompson from JPMorgan. Just following up on that one. Just on the cash conversion side of things, David. In terms of the Projects business, that's clearly been the drag. I mean post-Built Environment, Projects is going to be a big bit of the business. I was wondering maybe you could give us a flavor or an idea about what you think is the sort of cash conversion level you want to get to in that business? When can you actually start contributing? That would be the first question. And then just secondly, obviously, the Built Environment sale is imminent, which is good to see that it's still on track. I just wondered if you could sort of remind us about the sort of defining features, if you like, of that business and what makes it kind of so attractive to the wider industry and why we should be confident around the potential valuations that we've been thinking about in the business?

Okay. I guess in terms of the cash conversion in our Projects business, if I look Operations, Consulting, we have high 90% plus cash conversion. The de-risking that Robin's taken you through is all about getting a more sustainable, predictable Projects business, where we can start to achieve predictable high cash conversions similar to the rest of our business. When we've had high lump-sum EPC in our portfolio, we've seen big swings. So for example, back in 2019, we had a large inflow from advances, and we saw that unwind in 2020 and '21. That will just be much less of a feature in our business going forward because we are taking less lump sum activity into our portfolio. So it's still -- we still will get those swings as we go through cycles, but just much less of a feature of our business. And clearly, the work that we're doing around execution and improving execution and getting that more predictable outcome will also support the cash performance of the business. So in terms of your second question around the Built Environment sale, what would I say? One, we're really pleased it continues to progress well. We still expect it to sign a sales agreement late in Q2. So it's still on track from that perspective. In terms of the Built Environment, you'll see as you go through your booklet, we've given out some of the financials around the business. It did about $121 million of pre-IFRS 16 EBITDA in '21, which hopefully will be helpful for your modeling. Some of the traction in the business is obvious. It's -- as I talked about, it's high cash conversion. It's good margin. It's in a very attractive sector in terms of environmental and engineering consultancy. It's U.S.-based. It will benefit significantly from infrastructure bills, principally in the U.S., but not just in the U.S. I think it's worthwhile maybe in terms of that Built Environment sale, just reminding people why we're doing this sale. One, we think it has the potential to unlock significant shareholder value that's not recognized in our share price just now. It also is an enabler for the rest of the business. I touched on financial reset, the financial reset in terms of strengthening our balance sheet and also the opportunity to improve our free cash flow. But also simplifies our business so that we can focus on energy security and energy sustainability and invest behind those 2 very important themes. So we do look at the sale as one being an enabler, but also hopefully unlocking significant shareholder value as we go forward.

I think maybe one thing I would just add in terms of the market out there for Projects. James, there is no top line pressure on the business unit. We could come in here with a bigger order book, frankly, with revenue that's not attractive revenue given the risk-reward profile. We've not done that. We've never really done that. So in terms of the focus really being on bottom line and doing the right projects. I think there's 2 aspects. The legacy projects, the agencies of the world are in the rearview mirror kind of operationally, if you like. And from an operational lump-sum turnkey portfolio, we probably said everything we need to. It is very, very selective in terms of what we'll be taking on. So we do feel moving forward that it's the right positioning of the Projects business. But we also feel the market reflects that. There are attractive projects in the market that you don't need to take lump sum turnkey risk for, frankly. We're actually seeing the macros pretty healthy. We've got some good project wins not booked. So there's some work that we've actually -- we have concluded, but is still not in the backlog. And to David's point, the second half of '22, we do see an emerging pickup in terms of the opportunities that are coming into our pipeline with good risk return profiles for them. I think the conventional market, the minerals processing business and the low carbon markets, in particular, look pretty healthy as we come into 2022. So there's an operational dimension to this. There's a market dimension, and there's a client dimension for us as we have an increasing portfolio of projects moving forward in the post-BE world.

It's Mark Wilson from Jefferies. I'd just like to dig into Projects a little more and square the circle here because it's spoken to as being a tough year, capacity year in Projects, but EBITDA margin is up 150 basis points to 7.5%. And unless I'm mistaken, I think that excludes Aegis because you've taken an exception there. And you speak to a much lower risk profile in the Project order book going forward, and that's an order book that has replaced revenue on a book-to-bill basis in the past year. So what am I missing in terms of the expectation of having a further step-up in margin in 2022, it would seem like that is -- should be the expectation?

Yes. Let me maybe start with the margin question. So our 2021 margin was nuance. So as you say, we've seen a good -- a significant uptick in our Projects margin, still below the rest of the business. It's really quite nuanced. And we've flagged that in the presentation. So if I look outside North America, we had really excellent performance in terms of Projects. So almost an overdelivery outside of North America. In North America, our performance was poor. And so we had significantly lower margins in North America. So actually, the overall improvement mask both of those elements. And so we've done a significant amount of work in terms of trying to improve those North American margins. Some of that involves closing businesses. We've talked about we're no longer bidding around large industrial EPC activities. And that's been part of the broader de-risking. And we're also limiting the lump sum turnkey risk that we take into the business. And that's all designed with improving margin in North America. And so we've not given out any detailed profit guidance going forward, Mark. But we do have higher expectations around our project business, certainly in the medium term in terms of improving Project margins. We don't see the portfolio mix that we're putting in as being detrimental to our margin profile going forward either. I don't know, Robin, do you want to pick up the book-to-bill question?

Yes. I think -- I mean the confidence we have in the book-to-bill is the predictability we'll get in terms of the EBIT return. The danger as to David's point, you blend an EBIT for overall Projects where you've got an Eastern Hemisphere that went very well actually in terms of the returns, and you've got Western Hemisphere, the Americas business, it's been a bit more challenging. The Project portfolio we see moving forward should give us a margin position philosophically in the place that it's not as high as Consultancy, but is a bit higher than Operations. That is why we do Projects and capture the capital investment cycle as it comes in and just be repeating. We do see the macro very good. We do see the position that we've got for the Project business across these markets very well positioned. The client relationship is very good. And frankly, we don't see the need to be taken on the volume of lump sum turnkey risk that has been in the business 3, 4, 5 years ago.

Okay. And then just to get a view on that mix, as projects becomes more reimbursable weighted, should we have a view on how that order book is split, blue-collar versus white collar type work because Consulting largely office-based, Operations largely people on the ground based. How would we think of projects now you're moving away from fixed lump sum?

Yes. No, I think it's a really good question, Mark. So we've been in a journey of more white collar less blue collar as an organization. We do see -- if I look at some of the work that we've won, we're doing everything from owners engineer, project management consultancy as well as EPC from a construction management perspective to EPCM. We see that trend and that market opportunity is being quite prevalent in our end markets. So from a conventional energy perspective, we would tend to do EPCM in preference to direct delivery, construction. And I think the bias that you should have in your mind it would be an increasingly white collar position that we would have across Projects as well as a lower risk element we have in projects. Frankly, the lump sum turnkey projects are the ones that we tend to have the direct construction delivery focus on. The slight nuance -- without getting too complex on it -- is within Operations, we do modifications work. We do that almost entirely on a reimbursable basis, and we use blue collar labor to deliver that for us that are generally employed by us. So there's a slight nuance there. It tends to be modifications orientated. It tends to be with our global energy clients and it tends to be very low risk.

And I appreciate the opportunity. So a couple of final points that you have in the past given out headcount for the divisions. But in recent years, you focused more on order book and yet we're moving away from fixed price lump sum. So -- have I missed anywhere in the results? Is the headcount given out? Just that's the first point. And why wouldn't it be, is second. And then lastly, on the Built Environment, can I ask, is that -- the sale agreement you're looking to, is that negotiations with a single seller, or is there an auction process going on?

In terms of headcount, Mark, nothing to see here. So if it's a piece of information that's missing, our headcount remained pretty flat through the year around 40,000 -- just over 42,000, including our JVs, and it was flat December '20 to December '21. So there's ups and downs within that. And it's split across the business. The distribution is pretty much as it consistently is. In terms of the Built Environment sale, we've matured it well. We're pleased with the progress we've made. We have a range of interested parties that are very, very credible interested parties, very enthusiastic about the business. And we look to concluding an SPA late in Q2 and completing the transaction later in the year, and we're very confident we can do that.

One of the things -- maybe just to build out that headcount that makes it slightly less straightforward going forward in terms of when you look at the BU head count. Because we're doing an increasing amount of shared services right across all of our functions, looking just at the BU alone doesn't tell you the picture that you're trying to build up around are we increasing headcount and then increasing revenue. Because some of that is being transferred into central functions now hundreds of people into central functions that are now shared across the group. For example, in finance, IT, even in things like HSE. So part of our Future Fit was extending shared services. So it probably wouldn't give you the information that you're looking for in terms of that BU analysis.

Well, we've got the microphone off, Mark.

It's Henry Tarr again. So 2 other questions. I guess on the conventional business, the oil price is back at $100. It feels like we've gone through a period of underinvestment and potentially, there's a bit of catch-up to come through. Where are you seeing the most interest activity urgency? We can see rig count rising in the U.S., et cetera. In your conversations, is it kind of too early for some of the international companies to be coming back and planning programs at work? Or have you really seen that kind of pickup in interest? I guess that's the first one.

Yes. Yes, is the short answer. Henry, we've seen, as you say, the rig count is up in the U.S. That's one measure of activity in the U.S. What we're also seeing is the end of the beginning, if you like, of an appetite to capture methane, reduce flaring and process facilities. So again, we feel that -- it's not inextricably linked necessarily to rig count as such. But as the U.S. firstly, ensures the secure domestic supply chain, but also do it in a sustainable manner, we do see some really great opportunities there. And as I say, we're getting some emergent opportunities in our pipeline in that respect. I think the Middle East has -- the Middle East was actually going fairly well in 2021. We picked up quite a lot of long-term contracts, frame agreements and modification works. There's a bit of a mix there. Some of it is necessary sustainability space, but a lot of it is in energy security and maximizing production volumes from conventional upstream assets, and we're seeing that pretty much across our Middle Eastern footprint, Iraq, Saudi Arabia right through United Arab Emirates, et cetera. So there's a good range there. And then in the North Sea, actually, we're up on head count in the North Sea. We've won a significant volume of work in the North Sea, both in the U.K. side and on the Norwegian side. And again, a blend there of some of it, frankly, on the conventional, as you say, a bit of underinvestment, bit of modification work, maximize production and probably a flavor that we are increasingly seeing coming through, even if you're maximizing production, can you reduce carbon intensity reduction. And that fits very well with some of the stuff we're doing, like our JV with Microsoft are envisioned where we can do cloud emissions, reductions for clients, et cetera. So there's an additional capability that we now have to do that. So conventionally, I would say, from our perspective, firstly, our OECD footprint is helpful. Energy security is definitely driving investment in a way that that's much more balanced than it perhaps was in Q4 2021 for fairly obvious reasons. And in real terms, that maps onto the Wood footprint as the North Sea, the Middle East and North America as the kind of predominant beneficiaries.

Okay. And then just one question on working capital. So going into this year, with Projects coming a bit lower and perhaps not the large-scale projects as well, what does that mean for working capital potentially less prepayments to come through? Is there any more cash to come out from the Projects beyond the Aegis business? Or how do you see that playing out?

Yes. We've not given out any detailed guidance around working capital other than we expect our normal working capital outflow in the first half and then an inflow in the second half. And it's worthwhile just reminding why do we have that? We do have a seasonal nature to our business. So our peak revenue is spring, summer through autumn, and that drives the working capital profile around the first half. If you look at our 2021 working capital outflow, you can almost break it down into 2 elements. So you have the project's outflow and you had Aegis. So Aegis was roughly about $40 million. Absent that, our working capital was flat. As we've said, as we go forward, we feel we've done a lot of the de-risking of our business. The proportion of lump sum activity in our business is considerably less. We don't see that being a big step up. So we don't see the big inflow in advances. But equally, we don't see it being a big step down going forward.

Any final questions.

If I should ask another one, just where we'll get to?

You want to ask questions, James, or no? No? Okay, we'll leave it there. Thank you very much for your time. Apologies for the overall delay, and we look forward to seeing you in August.

Thank you.