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WORLEY GROUP LIMITED ABN 17 096 090 158 HALF-YEAR REPORT APPENDIX 4D PERIOD ENDED 31 DECEMBER 2003

HALF-YEAR REPORT APPENDIX 4D PERIOD …/media/Files/W/WorleyParsons/... · Amounts have been rounded off to the nearest thousand dollars in accordance with that Class Order. This

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WORLEY GROUP LIMITED

ABN 17 096 090 158

HALF-YEAR REPORT

APPENDIX 4D

PERIOD ENDED 31 DECEMBER 2003

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

1

CONTENTS

2 RESULTS FOR ANNOUNCEMENT TO THE MARKET

4 DIRECTORS’ REPORT

6 STATEMENTS OF FINANCIAL PERFORMANCE

7 STATEMENTS OF FINANCIAL POSITION

8 STATEMENTS OF CASH FLOWS

9 NOTES TO THE FINANCIAL STATEMENTS

20 DIRECTORS’ DECLARATION

21 INDEPENDENT REVIEW REPORT TO THE MEMBERS

23 CORPORATE INFORMATION

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

2

RESULTS FOR ANNOUNCEMENT TO THE MARKET Consolidated

Half-year

% 2003 $’000

2002 $’000

Revenue from ordinary activities Less: procurement services revenue*

178,555 -

193,636 (8,251)

Revenue from ordinary activities excluding procurement services revenue Add: share of revenue from associates Less: procurement services revenue*

178,555

72,239 (8,459)

185,385

50,414 -

Net revenue from associates 63,870 50,414

Aggregated revenue**

UP

2.8

242,335

235,799

Earnings before interest and tax (EBIT) # UP 5.7 16,578 15,685

Profit before tax UP 7.1 16,813 15,700

Net profit after tax UP 9.4 12,762 11,665

Net profit attributable to members of Worley Group Limited UP 10.8 12,772 11,525

Basic earnings per share before amortisation of goodwill and trade name (cents per share) ##

Basic earnings per share (cents per share) ##

Diluted earnings per share (cents per share) ##

Net tangible assets per share ($ per share)

UP

UP

UP

UP

1.0

2.4

2.4

13.5

9.7

8.6

8.6

0.42

9.6

8.4

8.4

0.37

* Procurement services revenue, being pass through revenue for nil margin, is accounted for within an associate. In the prior period, procurement revenue was accounted for through a joint venture partnership and formed part of revenue from ordinary activities. ** Aggregated revenue is defined as statutory revenue plus share of revenue from associates. Similarly, procurement services revenue is excluded from aggregated revenue. The directors believe the disclosure of the revenue attributable to associates provides additional information to form a true and fair view of the underlying business growth of Worley. # EBIT includes $4.4m share of net profits of associates accounted for using the equity method which is after tax. ## Earnings per share comparatives are impacted by additional shares issued during the Initial Public Offering (“IPO”) in November 2002. Weighted average number of shares 1st half 2004 is 149.4m (2003 - 137.1m).

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

3

DIVIDEND AMOUNT PER

SECURITYFRANKED AMOUNT PER

SECURITY Interim dividend (cents per share): 6 months to 31 December 2003 6 months to 31 December 2002

5.5

Nil

5.5

Nil Record date for determining entitlement to dividend 22 MARCH 2004

Date dividend is to be paid 6 APRIL 2004

REVIEW OF OPERATIONS

Commentary on the results for the half-year is contained in the press release dated 27 February 2004, accompanying this statement.

REVIEW This financial report is based on accounts which have been subject to review.

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

4

DIRECTORS’ REPORT Your directors present their report on the consolidated entity consisting of Worley Group Limited and the entities it controlled (“Worley” or the “Group”) at the end of, or during the half-year ended 31 December 2003. DIRECTORS

John Schubert (Chairman) Ron McNeilly (Deputy Chairman) Grahame Campbell Erich Fraunschiel John Grill John Green David Housego

PRINCIPAL ACTIVITIES During the financial period, the principal activities of the Group consisted of: (a) provision of engineering design and project services to the following sectors:

• Hydrocarbons • Minerals, Metals & Chemicals • Industrial & Infrastructure • Power & Water;

(b) provision of maintenance and reliability support services to these sectors; (c) infrastructure developments; and (d) development and commercialisation of technological innovation in areas such as communications, energy commerce and

system integration. REVIEW OF OPERATIONS The consolidated net profit of the Group for the half-year ended 31 December 2003, after income tax expense and outside equity interests, was $12.8 million. Aggregated revenue for the period was $242.3 million, and statutory revenue was $178.6 million. Statutory revenue is 7.8% lower in the first half of 2004 as compared with the first half of 2003, partly due to procurement activities for the WABB joint venture now being conducted in an associate in which Worley has a 50% interest. Worley share of current period procurement revenue is $8.5 million. In the prior period, Worley share of procurement activities of $8.2 million were conducted in the joint venture partnership. The income tax expense for the period is $4.1 million. The overall tax rate of 24.1% is lower than the 2003 first half effective tax rate of 25.7%, reflecting higher profits from associates partly offset by a lower research and development concession. Share of net profits of associates accounted for using the equity method in the consolidated statements of financial performance is after tax.

The following persons were directors of Worley Group Limited throughout the entire half-year and until the date of this report:

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

5

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS On 1 July 2003, Worley Engineering Pty Limited, a wholly owned subsidiary of Worley Group Limited, acquired a 51% interest in Jones & Jones Engineering Design Pty Limited. A total cash consideration of $1.6 million was paid to acquire this interest. On 1 August 2003, Worley Engineering Pty Limited also acquired 50% of the issued share capital of Macdonald Engineering Group Limited, a Canadian engineering company. The company has since been renamed MEG Worley Limited. A total cash consideration of $3.3 million was paid to acquire this interest.

ROUNDING OF AMOUNTS The company is of a kind referred to in Class Order 98/0100 issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the directors’ report and financial statements. Amounts have been rounded off to the nearest thousand dollars in accordance with that Class Order. This report is made in accordance with a resolution of the directors.

John Schubert Chairman

Sydney, 27 February 2004

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

6

* Share of net profits of associates accounted for using the equity method is after tax. The above statements of financial performance should be read in conjunction with the accompanying notes.

STATEMENTS OF FINANCIAL PERFORMANCE

Consolidated

Half-year

Notes 2003 $’000

2002 $’000

Revenue from ordinary activities 2 178,555 193,636 Expenses from ordinary activities Staff costs (121,624) (120,664)Reimbursable costs (11,416) (30,750)Depreciation and amortisation expenses 3 (4,705) (4,839)Borrowing costs (132) (563)Office and administration costs (13,717) (13,950)Other expenses (14,586) (9,925)Share of net profits of associates accounted for using the equity method* 5 4,438 2,755 Profit from ordinary activities before income tax expense 16,813 15,700 Income tax expense relating to ordinary activities 6 (4,051) (4,035)Profit from ordinary activities after income tax expense 12,762 11,665 Net loss/(profit) attributable to outside equity interests 10 (140) Net profit attributable to members of Worley Group Limited 12,772 11,525 Net exchange difference on translation of financial reports of foreign controlled entities

8 (3,409) (125)

Share issue costs (25) (5,804) Total revenues, expenses and valuation adjustments attributable to members and recognised directly in equity (3,434) (5,929) Total changes in equity other than those resulting from transactions with owners as owners

9,338 5,596

Basic earnings per share before amortisation of goodwill and trade name (cents per share)

1 9.7 9.6

Basic earnings per share (cents per share) 1 8.6 8.4 Diluted earnings per share (cents per share) 1 8.6 8.4

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

7

The above statements of financial position should be read in conjunction with the accompanying notes.

STATEMENTS OF FINANCIAL POSITION Consolidated

Notes

31 December

2003 $’000

30 June

2003 $’000

ASSETS Current assets Cash assets 24,388 35,428 Receivables 70,824 70,148 Inventories 13,557 10,777 Other financial assets 2,457 1,234 Total current assets 111,226 117,587 Non-current assets Investments accounted for using the equity method 17,892 11,713 Other financial assets 143 120 Property, plant and equipment 9,983 11,186 Intangible assets 61,513 61,705 Deferred tax assets 7,812 8,139 Other 644 211 Total non-current assets 97,987 93,074 TOTAL ASSETS 209,213 210,661 LIABILITIES Current liabilities Payables 37,731 43,625 Interest bearing liabilities 3,764 3,852 Tax liabilities 6,780 4,594 Provisions 22,887 28,531 Total current liabilities 71,162 80,602 Non-current liabilities Interest bearing liabilities 667 689 Deferred tax liabilities 6,803 7,782 Provisions 2,401 2,926 Total non-current liabilities 9,871 11,397 TOTAL LIABILITIES 81,033 91,999 NET ASSETS 128,180 118,662 EQUITY Contributed equity 108,858 108,883 Reserves 8 (8,000) (4,591) Retained profits 8 26,317 13,545 Equity attributable to members of Worley Group Limited 127,175 117,837 Outside equity interests 1,005 825 TOTAL EQUITY 128,180 118,662

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

8

The above statements of cash flows should be read in conjunction with the accompanying notes.

STATEMENTS OF CASH FLOWS Consolidated

Half-year

Notes 2003 $’000

2002 $’000

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers (inclusive of goods and services tax) 186,054 208,794 Payments to suppliers and employees (inclusive of goods and services tax) (178,945) (193,581) 7,109 15,213 Dividends received - 332 Interest received 2 367 578 Borrowing costs paid (127) (502) Income taxes paid (2,668) (6,559) Net cash inflow from operating activities 4,681 9,062 CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of equity and other investments (4,658) (3,875) Payments for purchase of property, plant and equipment (1,723) (2,250) Proceeds from disposal of property, plant and equipment 112 117 Net cash outflow from investing activities (6,269) (6,008) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares - 21,148 Payment of share issue costs (25) (2,606) Repayment of bank loans (238) (15,500) Proceeds from bank loans - 8,000 Lease payments (414) (452) Dividends paid pre IPO - (12,000) Dividends paid post IPO 4 (7,469) - Dividends paid to outside equity interests (78) (123) Net cash outflow from financing activities (8,224) (1,533) NET (DECREASE)/INCREASE IN CASH HELD (9,812) 1,521 Cash at the beginning of the financial period 32,823 17,989 Effects of exchange rate changes on cash (1,623) (97) CASH AT THE END OF THE FINANCIAL PERIOD 9 21,388 19,413

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

9

NOTES TO THE FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The half-year financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the Group as the full financial report. The half-year financial report should be read in conjunction with the Annual Report of Worley Group Limited as at 30 June 2003. It is also recommended that the half-year financial report be considered together with any public announcements made by Worley Group Limited and its controlled entities during the half-year ended 31 December 2003 in accordance with continuous disclosure obligations arising under the Corporations Act 2001. (a) Basis of preparation

The half-year financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, applicable Accounting Standards including AASB 1029 “Interim Financial Reporting” and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views).

It is prepared in accordance with the historical cost convention. Unless otherwise stated, the accounting policies adopted are consistent throughout the Group. For the purpose of preparing the half-year financial report, the half-year has been treated as a discrete reporting period.

(b) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Worley as at 31 December 2003 and the results of all controlled entities for the financial period then ended. Worley and its controlled entities together are referred to in this financial report as the Group. The effects of all transactions between entities in the Group are eliminated in full. Outside equity interests in the results and equity of controlled entities are shown separately in the consolidated statement of financial performance and statement of financial position respectively. Where control of an entity is obtained during a financial period, its results are included in the consolidated statement of financial performance from the date on which control commences. Where control of an entity ceases during a financial period, its results are included for that part of the financial period during which control existed.

(c) Changes in accounting policy

The accounting policies have been consistently applied by Worley and are consistent with those applied in the 30 June 2003 Annual Report.

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

10

Consolidated

Half-year

2003 $’000

2002 $’000

1 EARNINGS PER SHARE

2 REVENUE Revenues from operating activities Services 177,400 192,419

Revenues from outside the operating activities Interest revenue 367 578 Other 788 639 1,155 1,217

Revenue from ordinary activities 178,555 193,636

Basic earnings per share before amortisation of goodwill and trade name (cents per share)

9.7

9.6

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share

149,356,711 137,133,180

Basic earnings per share (cents per share) 8.6 8.4

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share

149,356,711 137,133,180

Diluted earnings per share (cents per share) 8.6 8.4

Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share

149,356,711 137,133,180

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

11

Consolidated

Half-year

2003 $’000

2002 $’000

3 PROFIT FROM ORDINARY ACTIVITIES Profit from ordinary activities before income tax expense includes the following specific expenses: Depreciation of plant and equipment 2,136 2,151 Amortisation:

Leasehold improvements 283 580 Plant and equipment under finance leases 320 296 Goodwill and trade name 1,712 1,681 Deferred expenditure 254 131

Total amortisation 2,569 2,688 Total depreciation and amortisation expenses 4,705 4,839

4 DIVIDENDS Parent Entity

Half-year

2003 $’000

2002 $’000

Details of dividends in respect of the half-year are as follows: Final ordinary dividend for the financial year ended 30 June 2002 of 5.47 cents per ordinary share paid on 9 August 2002

-

2,000

Special dividend of 7.15 cents per ordinary share paid on 11 October 2002 - 10,000 Final ordinary dividend for the financial year ended 30 June 2003 of 5.00 cents per ordinary share paid on 13 October 2003

7,469

-

Total dividends paid and declared for payment 7,469 12,000 All dividends paid and declared for payment are fully franked. Since the end of the half-year, the directors have declared an interim dividend of 5.50 cents per fully paid ordinary share, fully franked based on tax paid at 30%. In accordance with Accounting Standard AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets”, the aggregate amount of the proposed interim dividend of $8,214,619 is not recognised as a liability as at 31 December 2003.

Consolidated

31 December 2003 $’000

30 June

2003 $’000

Franking credit balance

Franking credits available for subsequent financial years based on a tax rate of 30% 8,017 11,499

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

12

5 INVESTMENTS IN ASSOCIATES

* Incorporates results of associates not material on an individual basis. On 1 August 2003, Worley acquired 50% of the issued share capital of Macdonald Engineering Group Limited, a Canadian engineering company. The company has since been renamed MEG Worley Limited. A total cash consideration of $3.3 million was paid to acquire this interest. The results for the half-year are not material to the Group and as such are not disclosed separately.

Ownership interest

Contribution to net profit

Half-year

Half-year

Details of material interests in associates are as follows:

2003 %

2002 %

2003 $’000

2002 $’000

Ranhill Worley Sdn Bhd 49 49 1,966 574 Petrocon Arabia Co Limited 50 50 705 957 Damit Worley Engineering Sdn Bhd 50 50 200 643 I&E Systems Pty Limited 50 50 395 217 Transfield Worley Limited 50 50 330 401 Burns & Roe Worley Pty Limited 50 50 875 105 Other interests in associates* (33) (142) 4,438 2,755

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

13

6 INCOME TAX

* Represents income tax expense for foreign tax rate differential, international withholding taxes and foreign tax losses unable to be utilised within the Group. Tax consolidation legislation Legislation to allow groups, comprising a parent entity and its Australian resident wholly owned entities, to elect to consolidate and be treated as a single entity for tax purposes was substantively enacted on 21 October 2002. At the date of this report, the directors have not been required to elect whether or not companies within the Group will enter the tax consolidation system from 1 July 2003. Whilst the Group has not finalised the assessment of the financial impact of entering tax consolidation, the impact of any adjustments required to the financial statements is not expected to be significant, should the directors elect to enter tax consolidation from that date.

Consolidated

Half-year

2003 $’000

2002 $’000

The income tax expense for the financial period differs from the amount calculated on the profit. The differences are reconciled as follows: Profit from ordinary activities before income tax expense 16,813 15,700 Income tax calculated at 30% 5,044 4,710 Tax effect of permanent differences:

Share of associates’ net profits (1,332) (826) Amortisation of goodwill and trade name 513 504 Additional allowable tax depreciation (629) (896) Reversal of provision for support of related entity 42 (270) Other 124 46

Income tax adjusted for permanent differences 3,762 3,268 Research and development concession relating to prior period (60) - Underprovision in previous financial period 203 - International tax rate differential* 146 767 Income tax expense 4,051 4,035

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

14

7 ACQUISITION OF CONTROLLED ENTITY On 1 July 2003, Worley Engineering Pty Limited, a wholly owned subsidiary of Worley Group Limited, acquired 51% of the issued share capital of Jones & Jones Engineering Design Pty Limited. A total cash consideration of $1.6 million was paid to acquire this interest. The fair value of the identifiable net assets acquired is as follows:

$’000 Assets Cash assets 258 Receivables 1,937 Inventories 56 Other financial assets 66 Property, plant and equipment 194 Deferred tax assets 245 Total assets 2,756 Liabilities Payables 795 Tax liabilities 325 Provisions 814 Deferred tax liabilities 70 Total liabilities 2,004 Net assets 752 Less: Outside equity interests (368) Goodwill arising on acquisition 1,187 Cash consideration paid 1,571 Net cash effect: Cash consideration paid 1,571 Cash included in net assets acquired (258) Cash paid for purchase of controlled entity as reflected in consolidated statements of cash flows

1,313

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

15

Consolidated

31 December

2003 $’000

30 June

2003 $’000

8 RESERVES AND RETAINED PROFITS

(a) Foreign currency translation reserve

(b) Retained profits

Foreign currency translation reserve (8,000) (4,591) Retained profits 26,317 13,545 18,317 8,954

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of self-sustaining foreign operations.

Balance at 1 July 2003 (4,591) Loss on translation of foreign controlled entities and associates (3,409) Balance at 31 December 2003 (8,000)

Balance at 1 July 2003 13,545 Net profit attributable to members of Worley Group Limited 12,772 Balance at 31 December 2003 26,317

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

16

Consolidated

Half-year

2003 $’000

2002 $’000

9 NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Cash at bank and on hand 24,388 24,535

The above figures are reconciled to cash at the end of the financial period as shown in the statements of cash flows as follows: Balances as above 24,388 24,535 Less: Bank overdrafts (3,000) (5,122) Balance per statements of cash flows 21,388 19,413

(b) Reconciliation of profit from ordinary activities after income tax expense to the net cash inflow from operating activities Profit from ordinary activities after income tax expense 12,762 11,665 Non-cash items Depreciation of non-current assets 2,136 2,151 Amortisation of non-current assets 2,569 2,688 Dividends received from associates - 332 Share of associates’ net profits (4,438) (2,755) Net loss on disposal of property, plant and equipment - 6 Finance charges on capitalised leases 5 61 Cash flow adjusted for non-cash items 13,034 14,148 Changes in assets and liabilities adjusted for effects of purchase of controlled entities during the financial period Increase in prepayments (1,157) (463) Decrease/(increase) in future income tax benefit 571 (686) Increase in inventories (2,725) (1,638) Decrease/(increase) in receivables 573 (94) Decrease in trade creditors (2,048) (3,193) Increase/(decrease) in provision for income tax 1,861 (669) Decrease in provision for deferred tax (1,049) (1,169) (Decrease)/increase in other provisions (4,379) 2,826 Net cash inflow from operating activities 4,681 9,062

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

17

10 SEGMENT INFORMATION In order to better position Worley for the next phase of its growth, an internal restructure has taken place resulting in three primary business segments: Hydrocarbons; Minerals, Metals & Chemicals; and Industrial & Infrastructure. The Hydrocarbons segment now incorporates the Oil & Gas, and Refining, Petrochemicals & Chemicals business units. Prior period comparatives are restated to reflect the current management structure. Primary reporting – business segments 6 months to 31 December 2003 Hydrocarbons

$’000

Minerals, Metals & Chemicals

$’000

Industrial & Infrastructure

$’000

Other

$’000

Eliminations

$’000

Consolidated

$’000 Revenue from services to external customers

123,834

36,816

16,750

-

-

177,400

Inter-segment sales 226 162 732 - (1,120) - Services revenue 124,060 36,978 17,482 - (1,120) 177,400

Share of net profit of associates 3,563 - 875 - - 4,438 Other revenue 788 - - 367 - 1,155 Total segment revenue 128,411 36,978 18,357 367 (1,120) 182,993

Add: share of revenue of associates 52,841 - 19,398 - - 72,239 Less: procurement services revenue (8,459) - - - - (8,459) Less: share of net profit of associates (3,563) - (875) - - (4,438) Aggregated revenue 169,230 36,978 36,880 367 (1,120) 242,335

Segment result 18,798 5,658 2,160 - - 26,616 Amortisation expense (intangibles) (1,712) Unallocated expenses (8,091) Profit from ordinary activities before income tax expense

16,813

Income tax expense (4,051) Profit from ordinary activities after income tax expense

12,762

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

18

10 SEGMENT INFORMATION (CONTINUED) Primary reporting – business segments 6 months to 31 December 2002 Hydrocarbons

$’000

Minerals, Metals & Chemicals

$’000

Industrial & Infrastructure

$’000

Other

$’000

Eliminations

$’000

Consolidated

$’000 Revenue from services to external customers

154,862

26,956

10,601

-

-

192,419

Less: procurement services revenue (8,251) - - - - (8,251) Inter-segment sales 626 - 348 - (974) - Services revenue 147,237 26,956 10,949 - (974) 184,168

Share of net profit of associates 2,486 - 269 - - 2,755 Other revenue 639 - - 578 - 1,217 Total segment revenue 150,362 26,956 11,218 578 (974) 188,140

Add: share of revenue of associates 39,354 - 11,060 - - 50,414 Less: share of net profit of associates (2,486) - (269) - - (2,755) Aggregated revenue 187,230 26,956 22,009 578 (974) 235,799

Segment result 20,445 3,478 1,185 - - 25,108 Amortisation expense (intangibles) (1,681) Unallocated expenses (7,727) Profit from ordinary activities before income tax expense

15,700

Income tax expense (4,035) Profit from ordinary activities after income tax expense

11,665

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

19

11 CONTINGENT LIABILITIES

12 SUBSEQUENT EVENTS

The Parsons Iraq Joint Venture was awarded the Restoration of Iraq Oil Infrastructure Contract on 16 January 2004 by the US Army Corps of Engineers. Worley is part of a consortium with Parsons Corporation Inc and Parsons Energy & Chemicals Group Inc, responsible for the execution of the contract. Worley had an initial 35% economic interest in the consortium, which has subsequently been increased to 37.5%. The value of the contract is for a minimum of US$0.5 million to a maximum of US$800 million. Effective 1 January 2004, North American Worley subsidiary Worley International Inc entered into a 50:50 joint venture with Parsons Energy & Chemicals Group Inc. The joint venture is called Worley Parsons Energy Services. This joint venture combines the US upstream oil and gas, and pipeline services businesses of both Worley International Inc and Parsons Energy & Chemicals Inc.

Consolidated

31 December

2003 $’000

30 June

2003 $’000

Guarantees The Group is, in the normal course of business, required to provide guarantees and letters of credit on behalf of controlled entities, associates and related parties in respect of their contractual performance related obligations. These guarantees and indemnities only give rise to a liability where the entity concerned fails to perform its contractual obligations.

Bank guarantees outstanding at balance date in respect of financing facilities 6,358 3,196 Bank guarantees outstanding at balance date in respect of contractual performance 14,069 14,399

20,427 17,595 The Group is subject to various actual and pending claims arising in the normal course of business. The directors are of the view that the Group is adequately provided in respect of these claims.

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

20

DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Worley Group Limited, we state that: In the opinion of the directors:

(a) the financial statements and notes of the consolidated entity:

(i) give a true and fair view of the financial position as at 31 December 2003 and the performance for the half-year ended on that date; and

(ii) comply with Accounting Standard AASB 1029 “Interim Financial Reporting” and the Corporations Regulations 2001; and

(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and

payable. On behalf of the Board

John Schubert John Grill Chairman Director Sydney, 27 February 2004

WORLEY GROUP LIMITED HALF-YEAR REPORT PERIOD ENDED 31 DECEMBER 2003 _______________________________________________________________________________________________

23

CORPORATE INFORMATION

WORLEY GROUP LIMITED ABN 17 096 090 158

DIRECTORS John Schubert (Chairman) Ron McNeilly (Deputy Chairman) Grahame Campbell Erich Fraunschiel John Grill John Green David Housego

COMPANY SECRETARY Sharon Sills

REGISTERED OFFICE Level 7 116 Miller Street North Sydney NSW 2060

BANKERS HSBC Bank Australia Limited HSBC Bank plc

AUDITORS Ernst & Young